Tender Offer

F&C Latin American Inv Trust PLC
12 April 2006

Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan

12 April 2006

                    F&C LATIN AMERICAN INVESTMENT TRUST PLC
 Tender Offer to purchase up to 24.99 per cent of the Shares in issue, further
                share buy back authorities and a change of name


Introduction
On 16 March 2006 the Board announced the appointment of Merrill Lynch Investment
Managers as the new investment manager of the Company in place of F&C Emerging
Markets Limited with effect from 31 March 2006. The Board then announced on 17
March 2006 proposals for a conditional tender offer, changes to the existing
discount control mechanism and a change of name. Today, a circular containing
the formal terms of the tender offer, together with an explanation of the
background to the Proposals and details of how Shareholders who exercise their
rights can tender Shares for purchase, has been sent to Shareholders.  This
circular also contains notice of the Extraordinary General Meeting at which the
resolutions required to implement the Tender Offer, to grant authority to renew
the share buy back authority, grant authority to the Company to make semi-annual
tender offers and change the name of the Company will be proposed.  A copy of
the annual report has been sent to shareholders, which contains notice of the
Annual General Meeting at which resolutions relating to ordinary business and
special business will be proposed including that the Company should continue as
an investment trust.

Background to the Proposals
Following the announcement of the resignation of the Company's nominated
manager, Rupert Brandt, from F&C Asset Management, the Board undertook a
thorough review of the Company's management arrangements and as a result
management companies with experience in the Latin American sector, including F&
C, were invited to submit proposals. This detailed review concluded in the
selection of Merrill Lynch Investment Managers to act as investment manager of
the Company. The Board appointed Merrill Lynch Investment Managers (the 'New
Manager' or ''MLIM'') as the new manager of the Company in place of F&C Emerging
Markets Limited (the ''Former Manager'') with effect from 31 March 2006.

The New Manager has taken over the investment management of the Company and
consequently the Company has entered into a New Management Agreement with the
New Manager.

The Directors have determined that a Tender Offer should be made, under which up
to 24.99 per cent. of the Company's issued share capital would be repurchased by
the Company. The Tender Offer is designed to enable those Shareholders who wish
to realise Shares in the Company to do so at a price which is close to their
fair realisable value, while ensuring that ongoing Shareholders who do not wish
to tender their Shares are not disadvantaged by the Proposals.

The Company currently has in place a discount control mechanism whereby a tender
offer will be made if the Shares have traded on average at a discount of more
than 13.5 per cent. to the Net Asset Value during a period of 60 days ending on
30 September and 31 March in each year. The Board have determined that changes
to this discount control mechanism should be made to keep the discount at a
tighter level and significantly reduce any discount volatility. Accordingly,
subject to Shareholder approval, the Directors propose to take the discretion to
implement semi-annual tender offers of up to 20 per cent. of the Shares in issue
at the time.

The Board also intends to pursue a more active share buy back policy than it has
done previously and the Board are now seeking to renew the share buy back
authority to repurchase up to 14.99 per cent. of the issued share capital of the
Company following completion of the Tender Offer.

Information on the New Manager
The New Manager is one of the world's largest management organisations with
£324.5 billion of assets under management (as at 28 February 2006), including
assets of approximately £1.5 billion for six investment trusts.  This does not
include the assets of the Company (approximately £268 million as at 28 February
2006) which it has managed since 31 March 2006. The whole portfolio will be
overseen by Mr Landers, the individual responsible for the day to day management
of the Company.

Mr. Landers joined MLIM in January 2002 to focus on Latin America, and is
manager of the US$3.5 billion MLIIF Latin American Fund. Mr. Landers began his
career as an investment banker working with Latin American clients. He then
spent seven years as a Latin American research analyst at two top Wall Street
firms, focusing initially on food and beverage stocks, and later on technology
stocks. He has a degree from Georgetown University and is a CFA charterholder.
Mr. Landers speaks Portuguese and Spanish.



Performance of emerging markets funds managed by Will Landers

              Total       Fund       Total       Fund       Total       Fund
              return   performance   return   performance   return   performance
              over 1   relative to   over 3   relative to   over 5   relative to
              year     benchmark     year     benchmark     year     benchmark
              period                 period                 period
Merrill Lynch  66.73%   +6.35%       70.70%   +4.66%        28.84%   +2.67%
Latin 
American Fund
MLIF Latin     62.46%   +2.08%       70.91%   +4.87%        28.63%   +2.46%
American Fund

Data source: MLIM
Past performance is not a guide to future performance.

MLIM is currently a subsidiary of Merrill Lynch & Co but it was announced on 15
February 2006 that MLIM intends to merge with BlackRock later this year. The
merger combines highly complementary product, market and geographic footprints,
expertise and talent. With US$453 billion in assets under management, BlackRock
is a well-known and respected investment management firm with growth among the
strongest in the industry. This partnership will create the 9th largest global
asset management firm with nearly US$1 trillion in assets under management and a
strong reputation for investment excellence. The merger is due to be completed
in the third quarter of 2006.

New management and administrative arrangements
Management and administrative arrangements
The New Manager took over the investment management and administration
arrangements of the Company with effect from 31 March 2006.

Under the terms of the New Management Agreement, for the period from 31 March
2006 until the date of the Company's annual general meeting in 2007 the Company
will pay the New Manager a management and administration fee of 0.80 per cent.
per annum of the NAV. For the period commencing on the date of the Company's
annual general meeting in 2007 and for the duration of the agreement thereafter
the Company will pay the New Manager a management and administration fee of 1
per cent. per annum of the NAV. The fees payable to the Manager under the New
Management Agreement are lower than those previously paid to the Former Manager.
Subject to certain exceptions the New Management Agreement is terminable on six
months' notice.

Tender Offer
The key points of the Tender Offer are as follows:

-  the Tender Offer is for up to 24.99 per cent. of the Company's issued
   ordinary share capital;

-  Shareholders will be able to decide whether to tender some or all of
   their Shares within the overall limits of the Tender Offer;

-  the Tender Price will be the price per Share which represents 98 per
   cent. of the NAV per Share on the Calculation Date. The discount to NAV of 2 
   per cent. allows for all of the advisory, legal, accountancy, administration 
   and other costs of producing the Tender Offer documentation and also the 
   potential costs of selling the relevant percentage of the portfolio of the 
   Company to fund the proceeds of the Tender Offer. Assuming a Calculation Date 
   as at the close of business on 7 April 2006 (the latest practicable date), 
   the Tender Price would have been 361 pence compared to the Share price as at 
   that date of 360.5 pence;

-  the Tender Price will be paid to Shareholders in Sterling based on
   the Exchange Rate as at 12 May 2006; and

-  implementation of the Tender Offer will require the approval by
   Shareholders at the Extraordinary General Meeting and be conditional on the
   continuation vote being passed at the AGM.

Expenses
The advisory, legal, accountancy and administrative costs of the Tender Offer
are £418,772 (including VAT, where relevant but excluding stamp duty). All of
these costs will be incurred regardless of whether the Tender Offer proceeds.

Options for Shareholders

Shareholders can choose:

-  to continue their investment in the Company, receiving a likely small
   uplift in net assets arising from the Tender Price being at a discount to NAV
   per Share; or

-  to tender some or all of their Shares for purchase and to receive cash
   paid in Sterling in consideration of such purchase (subject to the scaling
   back of tenders in excess of the Basic Entitlement).

Shareholders will be entitled to have up to 24.99 per cent. of their respective
holdings purchased under the Tender Offer. Shareholders will be able to tender
additional Shares, but such tenders will only be satisfied, on a pro rata basis,
to the extent that other Shareholders tender less than their Basic Entitlement.

Investment Outlook
Latin America continues to offer attractive investment opportunities despite the
market's strong performance over the past three years. There has been a
significant reduction in risks associated with investing in the region - looking
at the three largest equity markets, Mexico and Chile are investment grade and
Brazil seems poised to achieve investment grade over the next 24 months. As a
result, debt spreads have fallen significantly and are not fully priced in the
equity markets at this stage. In aggregate, the region runs a current account
surplus as well as a trade surplus, debt levels have been falling both at the
public sector as well as the corporate, and the overall dependency on foreign
capital markets for funding needs is very low.

Brazil remains the largest equity market in the region, accounting for over 50
per cent. of the Benchmark Index. The country is in the middle of an interest
rate easing cycle (the Selic rate peaked at 19.75 per cent. in May 2005, the
easing cycle started in September 2005 and as of March 2006, rates stood at
15.50 per cent., with market expectations that by the end of 2006 the Selic rate
should be around 14 per cent.). This is expected to have a positive impact on
domestic consumption, as evidenced by growing demand for credit by individuals
and small and medium sized enterprises. Brazil's trade surplus continues to be
strong despite a strengthening currency, with a strong diversity in terms of
both products and geographic destination. The October 2006 presidential
elections are not expected to create significant market volatility given
President Lula's successful first term and the expectation that either he will
be re-elected or we will have a return of the PSDB (former President Cardoso's
party) to the presidency.

The Mexican market seems close to fairly valued, with the Mexican economy having
benefited from the strength in oil prices as well as the resiliency of the US
economy. The July 2006 presidential elections offer more question marks given
the uncertainties surrounding economic policies of the current front runner,
Mexico City mayor Andres Manuel Lopes Obrador. However, given Mexico's strong
economic position and the close ties between Mexico and the US, the actual
possibility of significant changes in Mexican economic policy seems rather
remote. The Chilean equity market continues to trade at the high end of
multiples throughout not only Latin America, but Emerging Markets overall.
Strong copper prices have had a positive impact on Chilean economic growth,
translating into strong inflows into the country's financial and pension system,
which in turn is very active investing in local equities - given the local
market's lack of depth and liquidity, this has helped drive valuations to higher
levels. Overall, the Chilean economy continues to be the best performing among
the region's largest economies, with strong prospects for 2006.

Further details of the Tender Offer

Shareholders on the Register on the Record Date are invited to tender for sale
some or all (subject to the overall limits of the Tender Offer) of their Shares
to UBS who will, as principal, purchase at the Tender Price the Shares validly
tendered (subject to the overall limits of the Tender Offer) and, following the
completion of all those purchases, sell the relevant Shares on to the Company at
the Tender Price by way of an on-market transaction. All transactions will be
carried out on the London Stock Exchange.

The Tender Offer is subject to certain conditions, and may be terminated in
certain circumstances.

Shareholders should note that, once tendered, Shares may not be sold,
transferred, charged or otherwise disposed of other than in accordance with the
Tender Offer. Shareholders who wish to retain their current investment in the
Company should not complete or return a Tender Form.

Shareholders who are in any doubt as to the contents of this announcement or the
circular or as to the action to be taken should immediately consult their
stockbroker, bank manager, solicitor, accountant or other independent
professional adviser authorised under FSMA.

Discount Control
The Company currently has in place a discount control mechanism whereby a tender
offer will be made if the Shares have traded on average at a discount of more
than 13.5 per cent. to the Net Asset Value during a period of 60 days ending on
30 September and 31 March in each year. The discount control mechanism was not
triggered in the 60 day periods ending 31 March 2005 and 31 March 2006 because
the average discount in this period was below the 13.5 per cent trigger level.
It was however triggered in the 60 day period ending on 30 September 2005 and
the Company repurchased and cancelled 6,010, 878 Shares.

The Board have determined that changes to this discount control mechanism should
be made in order to maintain a tighter discount on the Shares and reduce
discount volatility. Accordingly it is proposed that the Directors have
discretion to implement semi-annual tender offers of up to 20 per cent. of the
Shares then in issue. Subject to certain limitations and the Directors
exercising their discretion to operate the tender offers, Shareholders may
tender for purchase all or part of their holdings of Shares for cash in
Sterling. The price at which Shares will be purchased will be 98 per cent. of
the NAV as at the close of business on the relevant tender offer calculation
date. Subject to the Directors' discretion being exercised on any relevant
occasion, the tender offers will be effected such that the tender offer
calculation dates will be 31 March and 30 September of each year (or the
succeeding business day) commencing on 30 September 2006. It is the Directors'
current intention that each tender offer will be restricted to a maximum of 20
per cent. of the Shares in issue as at the relevant tender offer calculation
date.  Implementation of the tender offers will be subject to prior Shareholder
approval and resolutions will be proposed at the EGM granting the Directors
authority to implement the first two tender offers, should they decide to
exercise their discretion to do so. Renewal of these repurchase authorities will
be sought at each annual general meeting of the Company.

In order to implement the tender offers, a market maker selected by the Board
will, as principal, purchase at the tender price the Shares tendered and
following completion of these purchases, will sell the relevant Shares on to the
Company at the same price by way of an on-market transaction.

The mechanics of the tender offers will be as follows:

-   not less than 30 clear calendar days before each tender offer
    calculation date, if the Directors have exercised their discretion to 
    operate a tender offer, the Company will send a short written circular to 
    Shareholders announcing the tender offer and its extent and including the 
    terms and conditions, together with a tender form;

-   Shareholders may then tender some or all of their Shares for purchase
    by the market maker engaged by the Company by returning the tender form to 
    the Registrar not less than 10 clear calendar days prior to the tender offer
    calculation date;

-   the tender price will be calculated by reference to the NAV per Share
    as at the close of business on the relevant tender offer calculation date. 
    The Shares will be purchased by the market maker, as principal, shortly 
    thereafter;

-   immediately after the purchase by the market maker, the Company will
    repurchase the tendered Shares by way of an on-market transaction at the 
    same price paid by the market maker;

-   if the number of Shares tendered exceeds the number of Shares which
    the Company wishes to repurchase, tenders will be scaled back pro rata in
    proportion to the excess amount tendered; and

-   payment of the tender price is expected to be made within 14 days of
    the relevant tender offer calculation date.

UBS Investment Bank will enter into a repurchase agreement with the Company at
the time of each tender offer pursuant to which it will implement the tender
offers. Accordingly, subject to each tender offer becoming unconditional in all
respects and not lapsing or terminating in accordance with its terms and subject
to receipt of cleared funds from the Company, UBS Investment Bank will purchase
on-market, as principal and at the tender price, the Shares in respect of which
tenders are accepted. The Company will agree that, immediately following the
purchase by UBS Investment Bank of such Shares, it will purchase them from UBS
Investment Bank. Shares that are repurchased by the Company from UBS Investment
Bank or any alternative market maker will be cancelled.

Investors should note that the operation of the regular tender offers is
entirely discretionary and they should place no expectation or reliance on the
Directors exercising such discretion on any one or more occasions in respect of
Shares or the number of Shares which may be the subject of the tender offer. In
addition, in accordance with the Act, Shares may only be repurchased out of the
proceeds of a fresh issue of shares made for the purpose or out of distributable
profits.

Share buy-back policy
The Board is now seeking to renew the share buy back authority to repurchase up
to 14.99 per cent. of the issued share capital of the Company following
completion of the Tender Offer. The Board intends to pursue a more active share
buy back policy than it has in the past and to renew the authority as and when
appropriate. The Board intends to use the facility with the objective of
enhancing Shareholder value.

Any repurchases pursuant to this authority will be at a price permitted by the
Listing Rules which currently provide that the maximum price that may be paid is
the higher of (i) 105 per cent. of the average of the market values of the
Shares for the five Business Days immediately preceding the date of the relevant
purchase; (ii) the price of the last independent trade; and (iii) the highest
current independent bid. In addition, Shares will only be repurchased at prices
below the Net Asset Value per Share, which should have the effect of increasing
the Net Asset Value per Share for remaining Shareholders.

Any Shares repurchased will be cancelled.

Change of name
In light of the recent change to the management arrangements the Board proposes
that the Company's name be changed to ''Merrill Lynch Latin American Investment
Trust PLC''.

New Savings Schemes arrangements
Notwithstanding the Company's new management and administration arrangements
with MLIM, the current savings schemes arrangements for existing participants in
the Savings Schemes will remain in place for the time being however as MLIM has
been appointed as manager and administrator of the Company, it is expected that
a MLIM entity will be responsible for the administration and servicing of the
Savings Schemes and further details will be provided in due course.

Savings Schemes
Participants in the Savings Schemes will receive a copy of the Circular.
Participants will also receive a Savings Scheme Tender Form which they can use
to tender all or part of their beneficial holding of Shares.  All participants
in the Savings Schemes will also receive a Form of Direction with the Circular
with which to indicate the manner in which they wish their Shares to be voted at
the Extraordinary General Meeting.

Extraordinary General Meeting
The implementation of the Proposals requires the approval of Shareholders. A
notice convening an Extraordinary General Meeting of the Company, which is to be
held at 12.30 p.m. on 8 May 2006, is set out at the end of the Circular. The
quorum requirement for the Extraordinary General Meeting is not less than three
Shareholders present in person or by proxy (or, in the case of a corporation, by
duly authorised representative).

The Resolutions to be proposed are:

-   Resolution 1 to grant authority to the Company to purchase up to
    24.99 per cent. of the Company's Shares from UBS under the Tender Offer;

-   Resolution 2 to grant authority to the Company to repurchase up to
    14.99 per cent. of the Shares in the market following completion of the 
    Tender Offer;

-   Resolution 3 to grant authority to the Company to repurchase up to 20
    per cent. of the Shares, in addition to the authorities sought in 
    Resolutions 1 and 2 in order to operate the first semi-annual tender offer 
    should the Directors exercise their discretion to do so;

-   Resolution 4 to grant authority to the Company to repurchase up to 20
    per cent. of the Shares, in addition to the authorities sought in 
    Resolutions 1,2 and 3 in order to operate the second semi-annual tender 
    offer should the Directors exercise their discretion to do so; and

-   Resolution 5 to change the name of the Company.

Resolutions 1 to 4 will be proposed as ordinary resolutions and Resolution 5
will be proposed as a special resolution.

Action to be taken
Shareholders
(a) Form of Proxy
Shareholders will receive a Form of Proxy for use at the EGM. Shareholders do
not need to tender their Shares in the Tender Offer in order to be able to vote
at the EGM. Whether or not you intend to attend the EGM, you should complete and
return the Form of Proxy by post or by hand (during normal business hours) to
Computershare Investor Services PLC, PO Box 1075, The Pavilions, Bridgwater
Road, Bristol BS99 3ZZ or by hand only (during normal business hours) to
Computershare Investor Services PLC at 2nd Floor, Vintners Place, 68 Upper
Thames Street, London EC4V 3BJ as soon as possible and, in all cases so as to
arrive not later than 12.30 p.m. on 6 May 2006. Completion and return of a Form
of Proxy will not affect a Shareholder's right to attend and vote at the
Extraordinary General Meeting.

(b) Tender Form
Shareholders will receive a Tender Form and Shareholders who wish to participate
in the Tender Offer should complete the Tender Form in accordance with the
instructions set out therein and return the completed Tender Form by post or by
hand (during normal business hours) to Computershare Investor Services PLC, PO
Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand only
(during normal business hours) to Computershare Investor Services PLC of 2nd
Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ to arrive as soon
as possible after receipt of the Tender Form and by no later than 3.00 p.m. on 4
May 2006.  Shareholders who hold their Shares in certificated form should also
return their Share certificate(s) and/or other documents of title in respect of
the Shares tendered with their Tender Form. Shareholders who hold their Shares
in uncertificated form (that is, in CREST) should return the Tender Form as
described above and arrange for the relevant Shares to be transferred to escrow.

Savings Schemes
(a) Form of Direction
Participants in the Savings Schemes may give instructions as to how they wish
their Shares to be voted at the Extraordinary General Meeting in respect of the
Shares held on their behalf by completing a Form of Direction. Participants do
not need to tender their Shares in the Tender Offer in order to be able to vote
at the EGM. Whether or not you intend to attend the EGM, you should complete the
Form of Direction and return it by post or by hand (during normal business
hours) to Computershare Investor Services PLC, PO Box 1075, The Pavilions,
Bridgwater Road, Bristol BS99 3ZZ or by hand only (during normal business hours)
to Computershare Investor Services PLC at 2nd Floor, Vintners Place, 68 Upper
Thames Street, London EC4V 3BJ in accordance with the instructions printed
thereon so as to be received as soon as possible and no later than 12.30 p.m. on
3 May 2006.

(b) Savings Schemes Tender Forms
Participants in the Savings Schemes will receive a Savings Scheme Tender Form
with the Circular. Participants in the Savings Schemes who wish to participate
in the Tender Offer should complete the Savings Scheme Tender Form in accordance
with the instructions set out therein and return it by post or by hand (during
normal business hours) to Computershare Investor Services PLC, PO Box 859, The
Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand only (during normal
business hours), to Computershare Investor Services PLC at 2nd Floor, Vintners
Place, 68 Upper Thames Street, London EC4V 3BJ in accordance with the
instructions printed thereon so as to be received as soon as possible after
receipt of the Savings Scheme Tender Form and no later than 12.00 noon on 27
April 2006.


Recommendation
The Directors have received financial advice from UBS. In providing advice to
the Board, UBS has taken into account the Directors' commercial assessments of
the Proposals.  The Directors unanimously recommend Shareholders to vote in
favour of the Resolutions to be proposed at the Extraordinary General Meeting,
irrespective of whether or not they propose to tender any Shares in the Tender
Offer. The Directors intend to vote in favour of the Resolutions in respect of
their own beneficial and non-beneficial holdings of Shares (amounting in
aggregate to 24,534 Shares representing approximately 0.035 per cent. of the
issued share capital of the Company).

The Directors hope that the scope of the proposals to  maintain the share price
very close to, or above, NAV in the future, coupled with the opportunity of
regular tender offers at a 2 per cent. discount, will persuade Shareholders that
it is not necessary to tender to protect themselves from realising their
investment at a discount in the future.

However, the extent to which Shareholders participate in the Tender Offer is a
matter for each Shareholder to decide, and will be influenced by their own
individual financial and tax circumstances and their investment objectives.
Shareholders should seek advice from their own independent financial adviser
authorised under FSMA.

Expected Timetable

Latest time and date for receipt of Saving Scheme Tender Forms     12.00 noon on
                                                                        27 April

Latest time and date for receipt of Forms of Direction         12.30 pm on 3 May
Closing date - latest time and date for receipt of Tender Forms 3.00 pm on 4 May
Record Date for Tender Offer                          close of business on 4 May
                                                 
Calculation Date                                      close of business on 5 May
Latest time and date for receipt of Forms of Proxy              12.30pm on 6 May
Extraordinary General Meeting                                 12.30 pm on 8 May*
Results of Extraordinary General Meeting and Tender Offer
announced                                                                  8 May
Tender Price announced                                                     9 May
Conversion Date                                                           12 May
Settlement Date: cheques despatched and             as soon as practicable after
payments through CREST made                                             15 May**
Balancing Share certificates despatched and         as soon as practicable after
CREST accounts settled                                                    15 May

* Or as soon thereafter as the Annual General Meeting convened for 12.15 pm on 8
May shall have concluded or been adjourned

** In the event that sufficient investments in the Company's portfolio to fund
the payment of the aggregated Tender Price for all successfully tendered Share
are not realised and settled by this date, the date for settlement may be
delayed

Enquiries

F&C Latin American Investment Trust PLC

Peter Burnell (Chairman)                                01434 632 292



Merrill Lynch Investment Managers Limited

Barbara Powley                                          020 7743 5610

UBS Limited
Will Rogers                                             020 7568 2939


The Tender Offer is not being made, directly or indirectly, in or into or by the
use of mails or by any means or instrumentality (including, without limitation,
facsimile transmission, telex and telephone) of interstate or foreign commerce,
or any facility of a national securities exchange, of the United States, Canada,
Australia, or Japan, and the Tender Offer is not capable of being accepted by
any such use, means, instrumentality or facility or from within the United
States, Canada, Australia, or Japan.

UBS Limited is acting for the Company in connection with the Tender Offer and no
one else and will not be responsible to anyone other than the Company for
providing the protections offered to clients of UBS Limited nor for providing
advice in relation to the Tender Offer.



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