IMPORTANT NOTICE
THE LATIN AMERICAN DISCOVERY FUND, INC.
July 28, 2017
Dear Stockholder:
The information in this letter amends the Notice of Annual Meeting of Stockholders and Joint Proxy Statement and any other information about the Meeting previously delivered to you.
The election of Directors (Proposal No. 1) as described in the Notice of Annual Meeting of Stockholders and Joint Proxy Statement previously mailed to you has been amended as follows:
Ms. Dennis and Mr. Kearns and Messrs. Nugent and Reid have resigned, effective August 2, 2017, as Class I Directors of the Fund and as Class III Directors of the Fund, respectively, as the Fund does not expect that they will receive the required vote to be re-elected by stockholders of the Fund. In addition, Ms. Everett has resigned as a Class II Director of the Fund, effective August 2, 2017, in order to realign the class structure of the Fund, and has been appointed by the Board as a Class III Director of the Fund, effective August 3, 2017. Furthermore, as a result of Mr. Kearns’ resignation, Patricia Maleski has been appointed to the Audit Committee, effective August 3, 2017, and the Board of Directors has concluded that Jakki L. Haussler is an “audit committee financial expert” as defined by applicable Securities and Exchange Commission rules.
Accordingly, at the adjourned Meeting, Stockholders will be asked to consider the election of the nominees named below as Directors to hold office for a term stated below and until their successors are duly elected and qualified. It is the intention of the persons named in the proxy card previously mailed to you to vote, on behalf of the Stockholders, for the election of:
(i) Patricia Maleski as a Class I Director for a term expiring in 2020.
Pursuant to the Fund’s By-Laws, the terms of office of the Directors are staggered. The Board of Directors of the Fund is divided into three classes, designated Class I, Class II and Class III, with each class having a term of three years. Each year the term of one class expires. The Board has decreased the size of Class I and Class III to one Director each and Class II to two Directors, effective August 3, 2017 after the Meeting concludes. The Directors of the Fund and their designated Class are shown below.
| | Class I | | Class II | | Class III |
LDF(1) | | Kathleen A. Dennis(2) Joseph J. Kearns(2) Patricia Maleski | | Nancy C. Everett(3) Jakki L. Haussler W. Allen Reed | | Michael E. Nugent(2) Fergus Reid(2) |
(1) Only Patricia Maleski, currently in Class I, is being considered for election at the adjourned Meeting with respect to the Fund.
(2) Ms. Dennis and Mr. Kearns and Messrs. Nugent and Reid have resigned, effective August 2, 2017, as Class I Directors of the Fund and as Class III Directors of the Fund, respectively.
(3) Ms. Everett has resigned as a Class II Director of the Fund, effective August 2, 2017, and has been appointed by the Board as a Class III Director of the Fund, effective August 3, 2017.
· IF YOU HAVE NOT PREVIOUSLY VOTED YOUR SHARES, please cast your vote on the proxy card previously mailed to you and return in the envelope that was provided. You may also cast your vote by telephone or internet using the instructions provided on the proxy card previously mailed to you. The Board of Directors of the Fund recommends a vote “FOR” the election of the nominees as Directors of the Fund for the reasons discussed in the Proxy Statement.
PLEASE REMEMBER TO VOTE YOUR SHARES AS SOON AS POSSIBLE.
· IF YOU HAVE PREVIOUSLY VOTED YOUR SHARES AND DO NOT WISH TO CHANGE YOUR VOTE, NO ACTION IS NECESSARY. Unless we receive instructions from you to the contrary, we will vote your shares according to your instructions on any previously submitted proxy card or pursuant to any instructions previously submitted by telephone or through the internet.
· IF YOU HAVE PREVIOUSLY VOTED YOUR SHARES AND WISH TO CHANGE YOUR VOTE, you may do so by following the directions on the proxy card previously mailed to you or by casting your vote by telephone or internet using the instructions provided on the proxy card previously mailed to you.
To the extent the information in the Notice of Annual Meeting of Stockholders and Joint Proxy Statement has not been amended by this letter, such information remains applicable to this solicitation of proxies and the Meeting of Stockholders. If you would like another copy of the Proxy Statement, please contact the Fund c/o Computershare, P.O. Box 30170, College Station, TX 77842-3170 or by phone at (800) 231-2608 (toll free).
We appreciate your careful and prompt consideration of this matter.
Sincerely,
The Latin American Discovery Fund, Inc.