UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number | 811-06574 |
|
The Latin American Discovery Fund, Inc. |
(Exact name of registrant as specified in charter) |
|
522 Fifth Avenue, New York, New York | | 10036 |
(Address of principal executive offices) | | (Zip code) |
|
John H. Gernon 522 Fifth Avenue, New York, New York 10036 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | 212-296-0289 | |
|
Date of fiscal year end: | December 31, | |
|
Date of reporting period: | June 30, 2017 | |
| | | | | | | | |
Item 1 - Report to Shareholders
The Latin American Discovery Fund, Inc.
Directors
Nancy C. Everett
Jakki L. Haussler
Patricia Maleski
W. Allen Reed
Officers
John H. Gernon
President and Principal
Executive Officer
Timothy J. Knierim
Chief Compliance Officer
Francis J. Smith
Treasurer and Principal
Financial Officer
Mary E. Mullin
Secretary
Michael J. Key
Vice President
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Stockholder Servicing Agent
Computershare Trust Company, N.A.
211 Quality Circle, Suite 210
College Station, Texas 77845
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Directors
Perkins Coie LLP
30 Rockefeller Plaza
New York, New York 10112
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
For additional Fund information, including the Fund's net asset value per share and information regarding the investments comprising the Fund's portfolio, please call toll free 1 (800) 231-2608 or visit our website at www.morganstanley.com/im. All investments involve risks, including the possible loss of principal.
© 2017 Morgan Stanley.
![](https://capedge.com/proxy/N-CSRS/0001104659-17-054890/j171708212_aa016.jpg)
CELDFSAN
1868875 EXP 8.31.18
![](https://capedge.com/proxy/N-CSRS/0001104659-17-054890/j171708212_aa015.jpg)
INVESTMENT MANAGEMENT
Morgan Stanley
Investment Management Inc.
Adviser
The Latin American Discovery Fund, Inc.
NYSE: LDF
Semi-Annual Report
June 30, 2017
![](https://capedge.com/proxy/N-CSRS/0001104659-17-054890/j171708212_aa017.jpg)
The Latin American Discovery Fund, Inc.
June 30, 2017
Letter to Stockholders | | | 3 | | |
Portfolio of Investments | | | 5 | | |
Statement of Assets and Liabilities | | | 7 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 11 | | |
Investment Advisory Agreement Approval | | | 20 | | |
Portfolio Management | | | 23 | | |
Investment Policy | | | 24 | | |
Dividend Reinvestment and Cash Purchase Plan | | | 27 | | |
Privacy Notice | | | 28 | | |
2
The Latin American Discovery Fund, Inc.
June 30, 2017
Letter to Stockholders (unaudited)
Performance
For the six months ended June 30, 2017, The Latin American Discovery Fund, Inc. (the "Fund") had total returns of 12.36%, based on net asset value, and 13.07% based on market value per share (including reinvestment of distributions), compared to its benchmark, the MSCI Emerging Markets Latin America Net Index (the "Index")*, which returned 10.12% (in U.S. dollar terms). On June 30, 2017, the closing price of the Fund's shares on the New York Stock Exchange was $10.48, representing a 12.3% discount to the Fund's net asset value per share. Past performance is no guarantee of future results. Please keep in mind that high double-digit returns are highly unusual and cannot be sustained.
Factors Affecting Performance
• Latin American equities took a pause in the first half of 2017 after very strong performance in 2016. Mexico and Argentina were the best-performing markets in the region, up +24.4% and +41.5% in U.S. dollar terms, respectively.1 Brazil lagged, up just +3.0%, as the country came under renewed political pressure.
• The Fund's stock selection in Brazil added to returns, led by its holding in an e-commerce retailer.
• An allocation to Argentina was an additional contributor.
• The Fund's underweight allocation to Mexico detracted from returns because the market was one of the region's strongest performers.
• Stock selection in Chile and Colombia also detracted.
Management Strategies
• At the end of the period, the Fund was underweight Colombia, Chile and Mexico, neutral weight in Brazil, and overweight Peru, as well as overweight in off-benchmark market Argentina.
• The market in Mexico has recovered strongly as uncertainty around President Trump's policies and politics, particularly the renegotiation of NAFTA, has tempered. Growth has been resilient year-to-date, despite geopolitical tensions, but is still expected to decelerate the rest of the year. Fiscal discipline remains in place, and although inflation remains high, we believe it should start to come down later in the year. Politics is gaining attention as the market looks forward to presidential elections in 2018 with largely benign mid-term elections just concluded. The currency, despite its recent rally, is still not expensive, and high interest rates, although they may hurt the consumer, are supportive for profitability in the banking sector.
• Brazil's latest political turmoil, with President Temer accused in June 2017 of obstructing justice in the Lavo Jato corruption scandal, continues to weigh on business and investor sentiment. We are monitoring the situation closely to see how it progresses, particularly its impact on the reform process. Our positive view on Brazil is predicated on the continuation of the reform process
3
The Latin American Discovery Fund, Inc.
June 30, 2017
Letter to Stockholders (unaudited) (cont'd)
(both pension and labor), which is key to rebuilding business confidence, and the ability of central bank to cut rates, allowing the economic recovery take hold. The economy had been showing some green shoots of the recovery before the new political scandal hit. The consumer in particular is looking like it could recover more quickly than we had anticipated. In addition, much has already been done to improve the business environment by better coordinating fiscal and monetary policy, as well as a host of micro reforms such as reforming the state and oil sectors and conducting successful infrastructure auctions.
• Among the Andean markets, Peru performed very well in 2016 after growth was boosted by higher copper production and improved confidence post last year's election there. The country faced a severe weather-related disruption in the first quarter of 2017 that should fade as the reconstruction efforts kick start the long-awaited pickup in investment. In Colombia, the ability to pass tax reform and settle a peace plan with the FARC (Revolutionary Armed Forces of Colombia) was a near-term positive. Meanwhile, news flow from Chile is starting to pick up around elections in November 2017. We are monitoring signs that a more market-friendly government would be supportive of higher investment spending, which the economy needs if it is going to break out of its circa 2% gross domestic product growth range.
• 2017 is a critical year for Argentina. The downward growth adjustment to President Macri's economic policy agenda — removing capital controls, devaluing the currency, and decreasing subsidies — was sharp in 2016 and has yet to lead to the growth recovery the market anticipates. Time is of the essence, with the popular verdict on Macri's policies due at the legislative elections later this year. There are signs that the economy is finally picking up and inflation heading down, which bode well for the election and are being reflected in the equity market's strong momentum year-to-date. In that case, the anticipated pick-up in investment and confidence should follow. This would be particularly good for the banking sector, which is well-capitalized and ready to lend.
Sincerely,
![](https://capedge.com/proxy/N-CSRS/0001104659-17-054890/j171708212_ba018.jpg)
John H. Gernon
President and Principal Executive Officer July 2017
*The MSCI Emerging Markets Latin America Net Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets within Latin America. The MSCI Emerging Markets Latin America Net Index consists of the following 5 emerging market country indices: Brazil, Chile, Colombia, Mexico and Peru. The performance of the Index is listed in U.S. dollars and assumes reinvestment of net dividends. It is not possible to invest directly in an index.
1 Source: MSCI and FactSet. Data as of June 30, 2017.
4
The Latin American Discovery Fund, Inc.
June 30, 2017
Portfolio of Investments (unaudited)
| | Shares | | Value (000) | |
COMMON STOCKS (97.8%) | |
Argentina (1.6%) | |
Electric Utilities | |
Pampa Energia SA ADR (a) | | | 22,076 | | | $ | 1,299 | | |
Brazil (51.9%) | |
Banks | |
Banco Bradesco SA (Preference) | | | 349,003 | | | | 2,966 | | |
Banco Bradesco SA ADR (a) | | | 356,846 | | | | 3,033 | | |
Itau Unibanco Holding SA (Preference) | | | 600,983 | | | | 6,667 | | |
Itau Unibanco Holding SA (Preference) ADR | | | 193,793 | | | | 2,141 | | |
| | | | | 14,807 | | |
Beverages | |
Ambev SA | | | 78,999 | | | | 437 | | |
Ambev SA ADR | | | 486,378 | | | | 2,670 | | |
| | | | | 3,107 | | |
Capital Markets | |
BTG Pactual Group (Units) (a)(b) | | | 106,652 | | | | 483 | | |
Food & Staples Retailing | |
Raia Drogasil SA | | | 176,565 | | | | 3,737 | | |
Food Products | |
BRF SA | | | 236,896 | | | | 2,803 | | |
Health Care Providers & Services | |
Qualicorp SA | | | 200,043 | | | | 1,733 | | |
Machinery | |
Iochpe-Maxion SA | | | 193,809 | | | | 973 | | |
Metals & Mining | |
Vale SA | | | 23,199 | | | | 203 | | |
Vale SA (Preference) | | | 45,850 | | | | 372 | | |
Vale SA (Preference) ADR | | | 50,341 | | | | 410 | | |
Vale SA ADR | | | 47,049 | | | | 412 | | |
| | | | | 1,397 | | |
Multi-Line Retail | |
Lojas Americanas SA (Preference) | | | 207,930 | | | | 879 | | |
Lojas Renner SA | | | 339,218 | | | | 2,803 | | |
| | | | | 3,682 | | |
| | Shares | | Value (000) | |
Oil, Gas & Consumable Fuels | |
Petroleo Brasileiro SA (a) | | | 445,285 | | | $ | 1,774 | | |
Petroleo Brasileiro SA (Preference) (a) | | | 809,408 | | | | 3,022 | | |
Petroleo Brasileiro SA ADR (a) | | | 26,718 | | | | 214 | | |
Ultrapar Participacoes SA | | | 76,715 | | | | 1,795 | | |
| | | | | 6,805 | | |
Real Estate Management & Development | |
BR Malls Participacoes SA | | | 185,471 | | | | 669 | | |
Multiplan Empreendimentos Imobiliarios SA | | | 59,537 | | | | 1,174 | | |
| | | | | 1,843 | | |
Road & Rail | |
Localiza Rent a Car SA (a) | | | 20,471 | | | | 279 | | |
| | | | | 41,649 | | |
Chile (6.8%) | |
Multi-Line Retail | |
SACI Falabella | | | 417,073 | | | | 3,428 | | |
Real Estate Management & Development | |
Parque Arauco SA | | | 797,266 | | | | 2,008 | | |
| | | | | 5,436 | | |
Colombia (1.5%) | |
Construction Materials | |
Cementos Argos SA | | | 162,162 | | | | 630 | | |
Cemex Latam Holdings SA (a) | | | 143,811 | | | | 552 | | |
| | | | | 1,182 | | |
Mexico (26.5%) | |
Airlines | |
Controladora Vuela Cia de Aviacion SAB de CV (a) | | | 536,191 | | | | 785 | | |
Controladora Vuela Cia de Aviacion SAB de CV ADR (a) | | | 51,660 | | | | 751 | | |
| | | | | 1,536 | | |
Banks | |
Grupo Financiero Banorte SAB de CV Series O | | | 620,226 | | | | 3,935 | | |
Beverages | |
Fomento Economico Mexicano SAB de CV ADR | | | 47,127 | | | | 4,635 | | |
Chemicals | |
Mexichem SAB de CV | | | 649,324 | | | | 1,739 | | |
The accompanying notes are an integral part of the financial statements.
5
The Latin American Discovery Fund, Inc.
June 30, 2017
Portfolio of Investments (unaudited) (cont'd)
| | Shares | | Value (000) | |
Mexico (cont'd) | |
Construction Materials | |
Cemex SAB de CV ADR (a) | | | 554,977 | | | $ | 5,228 | | |
Equity Real Estate Investment Trusts (REITs) | |
Concentradora Fibra Hotelera Mexicana SA de CV REIT | | | 635,733 | | | | 486 | | |
Gas Utilities | |
Infraestructura Energetica Nova SAB de CV | | | 179,790 | | | | 958 | | |
Hotels, Restaurants & Leisure | |
Alsea SAB de CV | | | 399,800 | | | | 1,516 | | |
Transportation Infrastructure | |
Promotora y Operadora de Infraestructura SAB de CV | | | 107,467 | | | | 1,284 | | |
| | | | | 21,317 | | |
Panama (2.1%) | |
Airlines | |
Copa Holdings SA, Class A | | | 14,284 | | | | 1,671 | | |
Peru (4.3%) | |
Banks | |
Credicorp Ltd. | | | 19,266 | | | | 3,456 | | |
United States (3.1%) | |
Internet Software & Services | |
MercadoLibre, Inc. | | | 9,902 | | | | 2,484 | | |
TOTAL COMMON STOCKS (Cost $65,642) | | | | | 78,494 | | |
| | No. of Warrants | | | |
WARRANT (0.0%) | |
Brazil (0.0%) | |
Machinery | |
Iochpe Maxion SA, expires 4/20/19 (a) (Cost $—) | | | 3,946 | | | | 9 | | |
| | Shares | | Value (000) | |
SHORT-TERM INVESTMENT (2.9%) | |
Investment Company (2.9%) | |
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class (See Note E) (Cost $2,295) | | | 2,295,493 | | | $ | 2,295 | | |
TOTAL INVESTMENTS (100.7%) (Cost $67,937) (c) | | | | | 80,798 | | |
LIABILITIES IN EXCESS OF OTHER ASSETS (-0.7%) | | | | | (528 | ) | |
NET ASSETS (100.0%) | | | | $ | 80,270 | | |
Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund's prospectus and/or statement of additional information relating to geographic classifications.
(a) Non-income producing security.
(b) Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.
(c) At June 30, 2017, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $20,605,000 and the aggregate gross unrealized depreciation is approximately $7,744,000, resulting in net unrealized appreciation of approximately $12,861,000.
ADR American Depositary Receipt.
REIT Real Estate Investment Trust.
Portfolio Composition
Classification | | Percentage of Total Investments | |
Other* | | | 37.8 | % | |
Banks | | | 27.5 | | |
Beverages | | | 9.6 | | |
Multi-Line Retail | | | 8.8 | | |
Oil, Gas & Consumable Fuels | | | 8.4 | | |
Construction Materials | | | 7.9 | | |
Total Investments | | | 100.0 | % | |
* Industries and/or investment types representing less than 5% of total investments.
The accompanying notes are an integral part of the financial statements.
6
The Latin American Discovery Fund, Inc.
June 30, 2017
Statement of Assets and Liabilities | | June 30, 2017 (unaudited) (000) | |
Assets: | |
Investments in Securities of Unaffiliated Issuers, at Value (Cost $65,642) | | $ | 78,503 | | |
Investment in Security of Affiliated Issuer, at Value (Cost $2,295) | | | 2,295 | | |
Total Investments in Securities, at Value (Cost $67,937) | | | 80,798 | | |
Foreign Currency, at Value (Cost $139) | | | 138 | | |
Dividends Receivable | | | 107 | | |
Receivable from Affiliate | | | 1 | | |
Other Assets | | | 46 | | |
Total Assets | | | 81,090 | | |
Liabilities: | |
Payable for Investments Purchased | | | 392 | | |
Dividends Declared | | | 176 | | |
Deferred Capital Gain Country Tax | | | 111 | | |
Payable for Advisory Fees | | | 69 | | |
Payable for Professional Fees | | | 28 | | |
Payable for Custodian Fees | | | 24 | | |
Payable for Administration Fees | | | 4 | | |
Payable for Stockholder Servicing Agent Fees | | | 1 | | |
Other Liabilities | | | 15 | | |
Total Liabilities | | | 820 | | |
Net Assets | |
Applicable to 6,719,546 Issued and Outstanding $0.01 Par Value Shares (100,000,000 Shares Authorized) | | $ | 80,270 | | |
Net Asset Value Per Share | | $ | 11.95 | | |
Net Assets Consist of: | |
Common Stock | | $ | 67 | | |
Paid-in-Capital | | | 81,975 | | |
Accumulated Undistributed Net Investment Income | | | 327 | | |
Accumulated Net Realized Loss | | | (14,850 | ) | |
Unrealized Appreciation (Depreciation) on: | |
Investments (Net of $109 of Deferred Capital Gain Country Tax) | | | 12,752 | | |
Foreign Currency Translations | | | (1 | ) | |
Net Assets | | $ | 80,270 | | |
The accompanying notes are an integral part of the financial statements.
7
The Latin American Discovery Fund, Inc.
June 30, 2017
Financial Statements (cont'd)
Statement of Operations | | Six Months Ended June 30, 2017 (unaudited) (000) | |
Investment Income: | |
Dividends from Securities of Unaffiliated Issuers (Net of $90 of Foreign Taxes Withheld) | | $ | 893 | | |
Dividends from Security of Affiliated Issuer (Note E) | | | 3 | | |
Total Investment Income | | | 896 | | |
Expenses: | |
Advisory Fees (Note B) | | | 454 | | |
Professional Fees | | | 60 | | |
Custodian Fees (Note D) | | | 33 | | |
Administration Fees (Note C) | | | 32 | | |
Stockholder Reporting Expenses | | | 13 | | |
Stockholder Servicing Agent Fees | | | 4 | | |
Directors' Fees and Expenses | | | 3 | | |
Other Expenses | | | 18 | | |
Total Expenses | | | 617 | | |
Waiver of Advisory Fees (Note B) | | | (39 | ) | |
Waiver of Administration Fees (Note C) | | | (10 | ) | |
Rebate from Morgan Stanley Affiliate (Note E) | | | (1 | ) | |
Net Expenses | | | 567 | | |
Net Investment Income | | | 329 | | |
Realized Loss: | |
Investments Sold | | | (441 | ) | |
Foreign Currency Transactions | | | (3 | ) | |
Net Realized Loss | | | (444 | ) | |
Change in Unrealized Appreciation (Depreciation): | |
Investments (Net of Increase in Deferred Capital Gain Country Tax of $89) | | | 8,930 | | |
Foreign Currency Translations | | | (2 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 8,928 | | |
Net Realized Loss and Change in Unrealized Appreciation (Depreciation) | | | 8,484 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 8,813 | | |
The accompanying notes are an integral part of the financial statements.
8
The Latin American Discovery Fund, Inc.
June 30, 2017
Financial Statements (cont'd)
Statements of Changes in Net Assets | | Six Months Ended June 30, 2017 (unaudited) (000) | | Year Ended December 31, 2016 (000) | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net Investment Income | | $ | 329 | | | $ | 609 | | |
Net Realized Loss | | | (444 | ) | | | (1,628 | ) | |
Net Change in Unrealized Appreciation (Depreciation) | | | 8,928 | | | | 16,793 | | |
Net Increase in Net Assets Resulting from Operations | | | 8,813 | | | | 15,774 | | |
Distributions from and/or in Excess of: | |
Net Investment Income | | | (176 | ) | | | (474 | ) | |
Capital Share Transactions: | |
Repurchase of Shares (74,527 and 22,500 shares) | | | (781 | ) | | | (213 | ) | |
Total Increase | | | 7,856 | | | | 15,087 | | |
Net Assets: | |
Beginning of Period | | | 72,414 | | | | 57,327 | | |
End of Period (Including Accumulated Undistributed Net Investment Income of $327 and $174) | | $ | 80,270 | | | $ | 72,414 | | |
The accompanying notes are an integral part of the financial statements.
9
The Latin American Discovery Fund, Inc.
June 30, 2017
Financial Highlights
Selected Per Share Data and Ratios
| | Six Months Ended June 30, 2017 | | Year Ended December 31, | |
| | (unaudited) | | 2016(1) | | 2015 | | 2014 | | 2013 | | 2012 | |
Net Asset Value, Beginning of Period | | $ | 10.66 | | | $ | 8.41 | | | $ | 12.26 | | | $ | 14.53 | | | $ | 17.23 | | | $ | 15.54 | | |
Net Investment Income(2) | | | 0.05 | | | | 0.09 | | | | 0.05 | | | | 0.09 | | | | 0.12 | | | | 0.14 | | |
Net Realized and Unrealized Gain (Loss) | | | 1.25 | | | | 2.23 | | | | (3.87 | ) | | | (2.20 | ) | | | (2.31 | ) | | | 1.95 | | |
Total from Investment Operations | | | 1.30 | | | | 2.32 | | | | (3.82 | ) | | | (2.11 | ) | | | (2.19 | ) | | | 2.09 | | |
Distributions from and/or in excess of: | |
Net Investment Income | | | (0.03 | ) | | | (0.07 | ) | | | (0.03 | ) | | | (0.14 | ) | | | (0.10 | ) | | | (0.16 | ) | |
Net Realized Gain | | | — | | | | — | | | | — | | | | (0.02 | ) | | | (0.41 | ) | | | (0.28 | ) | |
Total Distributions | | | (0.03 | ) | | | (0.07 | ) | | | (0.03 | ) | | | (0.16 | ) | | | (0.51 | ) | | | (0.44 | ) | |
Anti-Dilutive Effect of Share Repurchase Program | | | 0.02 | | | | 0.00 | (3) | | | 0.00 | (3) | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | |
Anti-Dilutive Effect of Tender Offer | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0.04 | | |
Net Asset Value, End of Period | | $ | 11.95 | | | $ | 10.66 | | | $ | 8.41 | | | $ | 12.26 | | | $ | 14.53 | | | $ | 17.23 | | |
Per Share Market Value, End of Period | | $ | 10.48 | | | $ | 9.29 | | | $ | 7.43 | | | $ | 11.15 | | | $ | 13.06 | | | $ | 15.59 | | |
TOTAL INVESTMENT RETURN:(4) | |
Market Value | | | 13.07 | %(7) | | | 25.92 | % | | | (33.04 | )% | | | (13.45 | )% | | | (12.92 | )% | | | 13.64 | % | |
Net Asset Value | | | 12.36 | %(7) | | | 27.66 | % | | | (31.07 | )% | | | (14.46 | )% | | | (12.34 | )% | | | 13.96 | % | |
RATIOS, SUPPLEMENTAL DATA: | |
Net Assets, End of Period (Thousands) | | $ | 80,270 | | | $ | 72,414 | | | $ | 57,327 | | | $ | 83,719 | | | $ | 99,200 | | | $ | 118,037 | | |
Ratio of Expenses to Average Net Assets(9) | | | 1.44 | %(5)(8) | | | 1.37 | %(5) | | | 1.53 | %(5) | | | 1.40 | %(5) | | | 1.39 | %(5) | | | 1.53 | %(5) | |
Ratio of Net Investment Income to Average Net Assets(9) | | | 0.83 | %(5)(8) | | | 0.88 | %(5) | | | 0.49 | %(5) | | | 0.63 | %(5) | | | 0.72 | %(5) | | | 0.84 | %(5) | |
Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets | | | 0.00 | %(6)(8) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Portfolio Turnover Rate | | | 7 | %(7) | | | 13 | % | | | 17 | % | | | 21 | % | | | 22 | % | | | 32 | % | |
(9) Supplemental Information on the Ratios to Average Net Assets: | | | | | | | | | | | | | |
Ratios Before Expenses Waived by Administrator | |
Ratio of Expenses to Average Net Assets | | | 1.56 | %(8) | | | 1.57 | % | | | 1.66 | % | | | 1.53 | % | | | 1.47 | % | | | 1.57 | % | |
Ratio of Net Investment Income to Average Net Assets | | | 0.71 | %(8) | | | 0.68 | % | | | 0.36 | % | | | 0.50 | % | | | 0.64 | % | | | 0.80 | % | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Fund. The Ratio of Expenses to Average Net Assets and the Ratio of Net Investment Income to Average Net Assets would be unchanged as the reimbursement of custodian fees was offset against expense waiver/reimbursements with no impact to net expenses or net investment income.
(2) Per share amount is based on average shares outstanding.
(3) Amount is less than $0.005 per share.
(4) Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested. This percentage is not an indication of the performance of a stockholder's investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund. Total returns are based upon the market value and net asset value on the last business day of each period.
(5) The Ratios of Expenses and Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as "Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets."
(6) Amount is less than 0.005%.
(7) Not Annualized.
(8) Annualized.
The accompanying notes are an integral part of the financial statements.
10
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited)
The Latin American Discovery Fund, Inc. (the "Fund") was incorporated on November 12, 1991 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the "Act"). The Fund applies investment company accounting and reporting guidance. The Fund's investment objective is long-term capital appreciation through investments primarily in equity securities of Latin American issuers and by investing, from time to time, in debt securities issued or guaranteed by a Latin American government or governmental entity. To the extent that the Fund invests in derivative instruments that the adviser, Morgan Stanley Investment Management Inc. (the "Adviser"), believes have economic characteristics similar to equity securities of Latin American issuers or debt securities issued or guaranteed by a Latin American government or governmental entity, such investments will be counted for purposes of meeting the Fund's investment objective. To the extent the Fund makes such investments, the Fund will be subject to the risks of such derivative instruments as described herein.
A. Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). Such policies are consistently followed by the Fund in the preparation of its financial statements. GAAP may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.
1. Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant
exchanges; (2) all other equity portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Fund's Board of Directors (the "Directors"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads, and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges; (4) when market quotations are not readily available,
11
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
including circumstances under which the Adviser determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange ("NYSE"). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund's Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund's Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and
oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.
The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.
2. Fair Value Measurement: Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a
12
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below.
• Level 1 – unadjusted quoted prices in active markets for identical investments
• Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 – significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the
significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
The following is a summary of the inputs used to value the Fund's investments as of June 30, 2017.
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: | |
Common Stocks | |
Airlines | | $ | 3,207 | | | $ | — | | | $ | — | | | $ | 3,207 | | |
Banks | | | 22,198 | | | | — | | | | — | | | | 22,198 | | |
Beverages | | | 7,742 | | | | — | | | | — | | | | 7,742 | | |
Capital Markets | | | 483 | | | | — | | | | — | | | | 483 | | |
Chemicals | | | 1,739 | | | | — | | | | — | | | | 1,739 | | |
Construction Materials | | | 6,410 | | | | — | | | | — | | | | 6,410 | | |
Electric Utilities | | | 1,299 | | | | — | | | | — | | | | 1,299 | | |
Equity Real Estate Investment Trusts (REITs) | | | 486 | | | | — | | | | — | | | | 486 | | |
Food & Staples Retailing | | | 3,737 | | | | — | | | | — | | | | 3,737 | | |
Food Products | | | 2,803 | | | | — | | | | — | | | | 2,803 | | |
Gas Utilities | | | 958 | | | | — | | | | — | | | | 958 | | |
Health Care Providers & Services | | | 1,733 | | | | — | | | | — | | | | 1,733 | | |
Hotels, Restaurants & Leisure | | | 1,516 | | | | — | | | | — | | | | 1,516 | | |
Internet Software & Services | | | 2,484 | | | | — | | | | — | | | | 2,484 | | |
Machinery | | | 973 | | | | — | | | | — | | | | 973 | | |
Metals & Mining | | | 1,397 | | | | — | | | | — | | | | 1,397 | | |
Multi-Line Retail | | | 7,110 | | | | — | | | | — | | | | 7,110 | | |
Oil, Gas & Consumable Fuels | | | 6,805 | | | | — | | | | — | | | | 6,805 | | |
13
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
Investment Type | | Level 1 Unadjusted quoted prices (000) | | Level 2 Other significant observable inputs (000) | | Level 3 Significant unobservable inputs (000) | | Total (000) | |
Assets: (cont'd) | |
Common Stocks (cont'd) | |
Real Estate Management & Development | | $ | 3,851 | | | $ | — | | | $ | — | | | $ | 3,851 | | |
Road & Rail | | | 279 | | | | — | | | | — | | | | 279 | | |
Transportation Infrastructure | | | 1,284 | | | | — | | | | — | | | | 1,284 | | |
Total Common Stocks | | | 78,494 | | | | — | | | | — | | | | 78,494 | | |
Warrant | | | 9 | | | | — | | | | — | | | | 9 | | |
Short-Term Investment | |
Investment Company | | | 2,295 | | | | — | | | | — | | | | 2,295 | | |
Total Assets | | $ | 80,798 | | | $ | — | | | $ | — | | | $ | 80,798 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes. The Fund recognizes transfers between the levels as of the end of the period. As of June 30, 2017, the Fund did not have any investments transfer between investment levels.
3. Foreign Currency Translation and Foreign Investments: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
— investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;
— investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results
of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency forward exchange contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) in investments and foreign currency translations in the Statement of Assets and Liabilities. The change in unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.
A significant portion of the Fund's net assets consist of securities denominated in Latin American currencies. Changes in currency exchange rates will affect the value of securities and investment income from such securities. Latin American securities are often subject to greater price volatility, limited capitalization and liquidity, and higher rates of inflation than securities of companies based in the United States. In addition, Latin American securities may be subject to substantial governmental involvement in the
14
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
economy and greater social, economic and political uncertainty. Such securities may be concentrated in a limited number of countries and regions and may vary throughout the year.
Governmental approval for foreign investments may be required in advance of making an investment under certain circumstances in some countries, and the extent of foreign investments in domestic companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual companies to prevent, among other concerns, violations of foreign investment limitations. As a result, an additional class of shares (identified as "Foreign" in the Portfolio of Investments) may be created and offered for investment. The "local" and "foreign shares" market values may differ. In the absence of trading of the foreign shares in such markets, the Fund values the foreign shares at the closing exchange price of the local shares.
4. Indemnifications: The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
5. Dividends and Distributions to Stockholders: Dividend income and distributions to stockholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are distributed at least annually.
6. Other: Security transactions are accounted for on the date the securities are purchased or sold. Realized gains (losses) on the sale of investment securities are determined on the specific identified cost basis. Interest income is recognized on the accrual basis. Dividend income and
distributions are recorded on the ex-dividend date (except certain dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes.
The Fund owns shares of real estate investment trusts ("REITs") which report information on the source of their distributions annually in the following calendar year. A portion of distributions received from REITs during the year is estimated to be a return of capital and is recorded as a reduction of their cost.
B. Advisory Fees: The Adviser, a wholly-owned subsidiary of Morgan Stanley, provides the Fund with advisory services under the terms of an Investment Advisory Agreement, calculated weekly and payable monthly, at an annual rate of 1.15% of the Fund's average weekly net assets. The Adviser agreed to waive 0.10% of its advisory fee. The fee waiver will continue for at least one year or until such time as the Directors act to discontinue all or a portion of such waiver when they deem that such action is appropriate. For the six months ended June 30, 2017, approximately $39,000 of advisory fees were waived pursuant to this arrangement.
C. Administration Fees: The Adviser also serves as Administrator to the Fund and provides administrative services pursuant to an administrative agreement for an annual fee, accrued daily and paid monthly, of 0.08% of the Fund's average weekly net assets. The Adviser has agreed to limit the administration fee through a waiver so that it will be no greater than the previous administration fee of 0.02435% of the Fund's average weekly net assets plus $24,000 per annum. This waiver may be terminated at any time. For the six months ended June 30, 2017, approximately $10,000 of administration fees were waived pursuant to this arrangement.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to
15
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
D. Custodian Fees: State Street (the "Custodian") serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities, and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
E. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2017, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments, were approximately $5,109,000 and $6,565,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2017.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Funds"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the six months ended June 30, 2017, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Funds.
A summary of the Fund's transactions in shares of the Liquidity Funds during the six months ended June 30, 2017 is as follows:
Value December 31, 2016 (000) | | Purchases at Cost (000) | | Sales (000) | | Dividend Income (000) | | Value June 30, 2017 (000) | |
$ | 1,181 | | | $ | 4,616 | | | $ | 3,502 | | | $ | 3 | | | $ | 2,295 | | |
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley Funds as well as other
funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2017, the Fund did not engage in any cross-trade transactions.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
F. Federal Income Taxes: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant
16
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Each of the tax years in the four-year period ended December 31, 2016, remains subject to examination by taxing authorities.
The tax character of distributions paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2016 and 2015 was as follows:
2016 Distributions Paid From: | | 2015 Distributions Paid From: | |
Ordinary Income (000) | | Long-Term Capital Gain (000) | | Ordinary Income (000) | | Long-Term Capital Gain (000) | |
$ | 474 | | | $ | — | | | $ | 221 | | | $ | — | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions and a
nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2016:
Accumulated Undistributed Net Investment Income (000) | | Accumulated Net Realized Loss (000) | | Paid-in- Capital (000) | |
$ | 19 | | | $ | (16 | ) | | $ | (3 | ) | |
At December 31, 2016, the components of distributable earnings for the Fund on a tax basis were as follows:
Undistributed Ordinary Income (000) | | Undistributed Long-Term Capital Gain (000) | |
$ | 176 | | | $ | — | | |
At December 31, 2016, the Fund had available for federal income tax purposes unused short term and long term capital losses of approximately $1,006,000 and $13,230,000, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. federal income tax regulations, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the stockholders.
G. Other: As permitted by the Fund's offering prospectus, on September 15, 1998, the Fund commenced a share repurchase program for purposes of enhancing stockholder value and reducing the discount at which the Fund's shares trade from their NAV. During the six months ended June 30, 2017, the Fund repurchased 74,527 of its shares at an average discount of 11.89% from NAV. Since the inception of the program, the Fund has repurchased 2,314,357 of its shares at an average discount of 18.28% from NAV. The Directors regularly monitor the Fund's share repurchase program as part of their review and consideration of the Fund's premium/discount history. The
17
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
Fund expects to continue to repurchase its outstanding shares at such time and in such amounts as it believes will further the accomplishment of the foregoing objectives, subject to review by the Directors. You can access information about the monthly share repurchase results through Morgan Stanley Investment Management's website: www.morganstanley.com/im.
At June 30, 2017, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 32.9%.
H. Results of Annual Meeting of Stockholders: On July 28, 2017, Class I Directors Kathleen A. Dennis and Joseph J. Kearns and Class III Directors Michael E. Nugent and Fergus Reid resigned from the Board of Directors (the "Board") of the Fund, effective August 2, 2017, as the Fund did not expect that they would receive the required vote to be re-elected by stockholders of the Fund at the adjourned meeting. In addition, Nancy C. Everett resigned as a Class II Director of the Fund, effective August 2, 2017, in order to realign the class structure of the Fund, and was 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 was appointed to the Audit Committee, effective August 3, 2017, and the Board has concluded that Jakki L. Haussler is an "audit committee financial expert" as defined by the applicable Securities and Exchange Commission ("SEC") rules.
On August 3, 2017, an annual meeting of the Fund's stockholders was held for the purpose of voting on the following matter, the results of which were as follow:
Election of Directors by all stockholders:
| | For | | Against | |
Patricia Maleski | | | 3,667,358 | | | | 2,708,286 | | |
I. Accounting Pronouncement: In October 2016, the SEC issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Compliance with the guidance is effective for financial statements with reports ending on or after August 1, 2017; adoption will have no effect on the Fund's net assets or results of operations. Although still evaluating the potential impact of the Investment Company Reporting Modernization to the Fund, management expects that the impact of the Fund's adoption will be limited to additional financial statement disclosures.
18
The Latin American Discovery Fund, Inc.
June 30, 2017
Notes to Financial Statements (unaudited) (cont'd)
For More Information About Portfolio Holdings
The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund's second and fourth fiscal quarters. The semi-annual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to Fund stockholders and makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the Fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to stockholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's website, www.sec.gov. You may also review and copy them at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC toll free at 1(800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing to the SEC's Public Reference Section, Washington, D.C. 20549-1520.
In addition to filing a complete schedule of portfolio holdings with the SEC each fiscal quarter, the Fund makes portfolio holdings information available by providing the information on its public website, www.morganstanley.com/im. The Fund provides a complete schedule of portfolio holdings on the public website on a monthly basis at least 15 calendar days after month end and under other conditions as described in the Fund's policy on portfolio holdings disclosure. You may obtain copies of the Fund's monthly website postings by calling toll free 1(800) 231-2608.
Proxy Voting Policy and Procedures and Proxy Voting Record
A copy of (1) the Fund's policies and procedures with respect to the voting of proxies relating to the Fund's portfolio securities; and (2) how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, is available without charge, upon request, by calling toll free 1(800) 231-2608 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's web site at www.sec.gov.
19
The Latin American Discovery Fund, Inc.
June 30, 2017
Investment Advisory Agreement Approval (unaudited)
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Fund's Adviser under the administration agreement, including accounting, operations, clerical, bookkeeping, compliance, business management and planning, legal services and the provision of supplies, office space and utilities at the Adviser's expense. The Board also considered the Adviser's investment in personnel and infrastructure that benefits the Fund. (The advisory and administration agreements together are referred to as the "Management Agreement.") The Board also considered that the Adviser serves a variety of other investment advisory clients and has experience overseeing service providers. The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as presented to the Board by Broadridge Financial Solutions, Inc. ("Broadridge").
The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund and supported its decision to approve the Management Agreement.
Performance, Fees and Expenses of the Fund
The Board reviewed the performance, fees and expenses of the Fund compared to its peers, as presented by Broadridge, and to appropriate benchmarks where applicable. The Board discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund's performance, the Board and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance, as of December 31, 2016, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Board and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Board noted that the Fund's performance was better than its peer group average for the one-year period but below its peer group average for the three- and five-year periods. The Board discussed with the Adviser the level of the advisory and administration fees (together, the "management fee") for this Fund relative to comparable funds and/or other accounts advised by the Adviser and/or compared to its peers as presented by Broadridge. In addition to the management fee, the Board also reviewed the Fund's total expense ratio. The Board noted that the Fund's management fee and total expense ratio were lower than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was acceptable and (ii) management fee and total expense ratio were competitive with its peer group averages.
20
The Latin American Discovery Fund, Inc.
June 30, 2017
Investment Advisory Agreement Approval (unaudited) (cont'd)
Economies of Scale
The Board considered the size and growth prospects of the Fund and how that relates to the Fund's total expense ratio and particularly the Fund's management fee rate, which does not include breakpoints. In conjunction with its review of the Adviser's profitability, the Board discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Board considered that, with respect to closed-end funds, the assets are not likely to grow with new sales or grow significantly as a result of capital appreciation. The Board concluded that economies of scale for the Fund were not a factor that needed to be considered at the present time.
Profitability of the Adviser and Affiliates
The Board considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Board has determined that its review of the analysis of the Adviser's expenses and profitability supports its decision to approve the Management Agreement.
Other Benefits of the Relationship
The Board considered other direct and indirect benefits to the Adviser and/or its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, fees for trading, distribution and/or shareholder servicing and for transaction processing and reporting platforms used by securities lending agents, and research received by the Adviser generated from commission dollars spent on funds' portfolio trading. The Board reviewed with the Adviser these arrangements and the reasonableness of the Adviser's costs relative to the services performed. The Board has determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.
Resources of the Adviser and Historical Relationship Between the Fund and the Adviser
The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.
21
The Latin American Discovery Fund, Inc.
June 30, 2017
Investment Advisory Agreement Approval (unaudited) (cont'd)
General Conclusion
After considering and weighing all of the above factors, with various written materials and verbal information presented by the Adviser, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single piece of information or factor referenced above. The Board considered these factors and information over the course of the year and in numerous meetings, some of which were in executive session with only the independent Board members and their counsel present. It is possible that individual Board members may have weighed these factors, and the information presented, differently in reaching their individual decisions to approve the Management Agreement.
22
The Latin American Discovery Fund, Inc.
June 30, 2017
Portfolio Management (unaudited)
The Fund is managed within the Latin American Equity team. The team consists of portfolio managers and analysts. The current member primarily responsible for the day-to-day management of the Fund's portfolio is Gaite Ali, a Managing Director of the Adviser.
Ms. Ali has been associated with the Adviser in an investment management capacity since 2007 and began managing the Fund in February 2011. Prior to September 2007, Ms. Ali was with Alliance Bernstein from March 1997 until February 2006.
23
The Latin American Discovery Fund, Inc.
June 30, 2017
Investment Policy (unaudited)
Derivatives
The Fund may, but it is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. A derivative is a financial instrument whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid and risks arising from margin requirements. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. In addition, proposed regulatory changes by the Securities and Exchange Commission ("SEC") relating to a mutual fund's use of derivatives could potentially limit or impact the Fund's ability to invest in derivatives and adversely affect the value or performance of the Fund or its derivative investments.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable SEC rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objective, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund may use and their associated risks:
Foreign Currency Forward Exchange Contracts. In connection with its investments in foreign securities, the Fund also may enter into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date. A foreign currency forward exchange contract ("currency contract") is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. The Fund may also invest in non-deliverable foreign currency forward exchange contracts ("NDFs"). NDFs are similar to other foreign currency forward exchange contracts, but do not require or permit physical delivery of currency upon settlement. Instead, settlement is made in cash based on the difference between the contracted exchange rate and the spot foreign exchange rate at settlement. Currency contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. In addition, the Fund may use cross currency hedging or proxy hedging with respect to currencies in which the Fund has or expects to have portfolio or currency exposure. Cross currency and proxy hedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies. To the extent hedged by the use of currency contracts, the precise matching of the currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those
24
The Latin American Discovery Fund, Inc.
June 30, 2017
Investment Policy (unaudited) (cont'd)
securities between the date on which the contract is entered into and the date it matures. Furthermore, such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is additional risk that such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken and that currency contracts create exposure to currencies in which the Fund's securities are not denominated. The use of currency contracts involves the risk of loss from the insolvency or bankruptcy of the counterparty to the contract or the failure of the counterparty to make payments or otherwise comply with the terms of the contract.
Futures. A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase or decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures contracts can be highly volatile, using futures contracts can lower total return, and the potential loss from futures contracts can exceed the Fund's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. There is also the risk of loss by the Fund of margin deposits in the event of bankruptcy of a broker with which the Fund has open positions in the futures contract.
Special Risks Related to Cyber Security
The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems; compromises to networks or devices that the Fund and its service providers use to service the Fund's operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. Cyber attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its stockholders, potentially resulting in, among other things, financial losses; the inability of Fund stockholders to transact business and the Fund to process transactions; inability to calculate the Fund's NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund's investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber attacks or other information security breaches in the future.
Foreign and Emerging Market Securities
Investing in the securities of foreign issuers, particularly those located in emerging market or developing countries, entails the risk that news and events unique to a country or region will affect those markets and their issuers. The value of the Fund's shares may vary widely in response to political and economic factors affecting companies in foreign countries. These same events will not necessarily have an effect on the U.S. economy or similar issuers located in the United States. In addition, investments in certain foreign markets
25
The Latin American Discovery Fund, Inc.
June 30, 2017
Investment Policy (unaudited) (cont'd)
that have historically been considered stable may become more volatile and subject to increased risk due to ongoing developments and changing conditions in such markets. Moreover, the growing interconnectivity of global economies and financial markets has increased the probability that adverse developments and conditions in one country or region will affect the stability of economies and financial markets in other countries or regions.
Investments in foreign markets entail special risks such as currency, political, economic and market risks. There also may be greater market volatility, less reliable financial information, higher transaction and custody costs, decreased market liquidity and less government and exchange regulation associated with investments in foreign markets. Certain foreign markets may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, organizations, entities and/or individuals, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Economic sanctions could, among other things, effectively restrict or eliminate the Fund's ability to purchase or sell securities or groups of securities for a substantial period of time, and may make the Fund's investments in such securities harder to value. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. The governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain sectors or industries. In addition, a foreign government may limit or cause delay in the convertibility or repatriation of its currency which would adversely affect the U.S. dollar value and/or liquidity of investments denominated in that currency. Certain foreign investments may become less liquid in response to market developments or adverse investor perceptions, or become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, its portfolio may be harder to value. The risks of investing in emerging market countries are greater than risks associated with investments in foreign developed countries. In addition, the Fund's investments in foreign issuers may be denominated in foreign currencies and therefore, to the extent unhedged, the value of the investment will fluctuate with the U.S. dollar exchange rates.
Determination of NAV
The Fund determines the NAV per share as of the close of the NYSE (normally 4:00p.m. Eastern time) on each day that the NYSE is open for business. Shares generally will not be priced on days that the NYSE is closed. If the NYSE is closed due to inclement weather, technology problems or any other reason on a day it would normally be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the Fund reserves the right to treat such day as a business day and calculate its NAV as of the normally scheduled close of regular trading on the NYSE for that day, so long as the Adviser believes there generally remains an adequate market to obtain reliable and accurate market quotations. The Fund may elect to price its shares on days when the NYSE is closed but the primary securities markets on which the Fund's securities trade remain open.
26
The Latin American Discovery Fund, Inc.
June 30, 2017
Dividend Reinvestment and Cash Purchase Plan (unaudited)
Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the Plan), each stockholder will be deemed to have elected, unless Computershare Trust Company, N.A. (the Plan Agent) is otherwise instructed by the stockholder in writing, to have all distributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares.
Dividend and capital gain distributions (Distributions) will be reinvested on the reinvestment date in full and fractional shares. If the market price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants at net asset value or, if net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of the market price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at market price. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestment requirements at the discretion of the Board of Directors. Should the Fund declare a Distribution payable only in cash, the Plan Agent will purchase Fund shares for participants in the open market as agent for the participants.
The Plan Agent's fees for the reinvestment of a Distribution will be paid by the Fund. However, each participant's account will be charged a pro rata share of brokerage commissions incurred on any open market purchases effected on such participant's behalf. A participant will also pay brokerage commissions incurred on purchases made by voluntary cash payments. Although stockholders in the Plan may receive no cash distributions, participation in the Plan will not relieve participants of any income tax which may be payable on such dividends or distributions.
In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the stockholder as representing the total amount registered in the stockholder's name and held for the account of beneficial owners who are participating in the Plan.
Stockholders who do not wish to have distributions automatically reinvested should notify the Plan Agent in writing. There is no penalty for non-participation or withdrawal from the Plan, and stockholders who have previously withdrawn from the Plan may rejoin at any time. Requests for additional information or any correspondence concerning the Plan should be directed to the Plan Agent at:
The Latin American Discovery Fund, Inc.
Computershare Trust Company, N.A.
P.O. Box 30170
College Station, Texas 77842
1(800) 231-2608
27
The Latin American Discovery Fund, Inc.
June 30, 2017
Privacy Notice (unaudited)
Morgan Stanley Investment Management Inc.
An Important Notice Concerning Our U.S. Privacy Policy
We are required by federal law to provide you with a copy of our privacy policy annually. This policy applies to current and former individual investors in funds managed or sponsored by Morgan Stanley Investment Management Inc. ("MSIM") as well as current and former individual clients of MSIM. This policy is not applicable to partnerships, corporations, trusts or other non-individual clients or investors. Please note that we may amend this policy at any time, and will inform you of any changes as required by law.
We Respect Your Privacy
We appreciate that you have provided us with your personal financial information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Notice describes what non-public personal information we collect about you, why we collect it, when we may share it with others and how certain others may use it. It discusses the steps you may take to limit our sharing of certain information about you to affiliated companies in the Morgan Stanley family of companies ("other Morgan Stanley companies"). It also discloses how you may limit use of certain shared information for marketing purposes by other Morgan Stanley branded companies. Throughout this policy, we refer to the non-public information that personally identifies you or your accounts as "personal information.''
1. What Personal Information Do We Collect About You?
We obtain personal information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our Web sites and from third parties and other sources.
For example:
• We may collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through subscription documents, applications and other forms you submit to us.
• We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.
• We may obtain information about your creditworthiness and credit history from consumer reporting agencies.
• We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.
• If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer's operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of "cookies." Please consult the Terms of Use of these sites for more details.
28
The Latin American Discovery Fund, Inc.
June 30, 2017
Privacy Notice (unaudited) (cont'd)
2. When Do We Disclose Personal Information We Collect About You?
We may disclose personal information we collect about you to other Morgan Stanley companies and to non-affiliated third parties.
a. Information We Disclose to Other Morgan Stanley Companies. We may disclose personal information to other Morgan Stanley companies for a variety of reasons, including to manage your account(s) effectively, to service and process your transactions, to let you know about products and services offered by us and other Morgan Stanley companies, to manage our business, and as otherwise required or permitted by law. Offers for products and services from other Morgan Stanley companies are developed under conditions designed to safeguard your personal information.
b. Information We Disclose to Non-affiliated Third Parties. We do not disclose personal information that we collect about you to non-affiliated third parties except to those who provide marketing services on our behalf, to financial institutions with whom we have joint marketing agreements, and as otherwise required or permitted by law. For example, we may disclose personal information to non-affiliated third parties for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with a non-affiliated third party, they are required to limit their use of personal information to the particular purpose for which it was shared and they are not allowed to share personal information with others except to fulfill that limited purpose or as may be permitted or required by law.
3. How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?
We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information, and we require them to adhere to confidentiality standards with respect to such information.
4. How Can You Limit the Sharing Of Certain Types Of Personal Information With Other Morgan Stanley Companies?
We offer you choices as to whether we share with other Morgan Stanley companies the personal information that was collected to determine your eligibility for products and services you request ("eligibility information"). Eligibility information does not include your identification information or personal information pertaining to our transactions or experiences with you. Please note that, even if you direct us not to share eligibility information with other Morgan Stanley companies ("opt-out"), we may still share personal information, including eligibility information, with those companies in circumstances excluded from the opt-out under applicable law, such as to process transactions or to service your account.
29
The Latin American Discovery Fund, Inc.
June 30, 2017
Privacy Notice (unaudited) (cont'd)
5. How Can You Limit the Use of Certain Types Of Personal Information By Other Morgan Stanley Companies for Marketing?
By following the opt-out instructions in Section 6 below, you may limit other Morgan Stanley branded companies from marketing their products or services to you based on personal information we disclose to them. This information may include, for example, your income and account history with us. Please note that, even if you choose to limit Other Morgan Stanley Companies from using personal information about you that we may share with them for marketing their products and services to you, Other Morgan Stanley Companies may use your personal information that they obtain from us to market to you in circumstances permitted by law, such as if the Other Morgan Stanley Company has its own relationship with you.
6. How Can You Send Us An Opt-Out Instruction?
If you wish to limit our sharing of eligibility information about you with other Morgan Stanley companies or other Morgan Stanley companies' use of personal information for marketing purposes, as described in this notice, you may do so by:
• Calling us at (800) 231-2608
Monday–Friday between 8a.m. and 6p.m.(EST)
• Writing to us at the following address:
Computershare Trust Company, N.A.
c/o Privacy Coordinator
P.O. Box 30170
College Station, Texas 77842
Your written request should include your name, address, telephone number and account number(s) to which the opt-out applies and whether you are opting out with respect to sharing of eligibility information (Section 4 above), or if information used for Marketing (Section 5 above) or both. Written opt-out requests should not be sent with any other correspondence. In order to process your request, we require that the request be provided by you directly and not through a third party.
Your opt-out preference will remain in effect with respect to this policy (as it may be amended) until you notify us otherwise. If you have a joint account, your direction for us not to share this information with other Morgan Stanley companies and for those other Morgan Stanley companies not to use your personal information for marketing will be applied to all account holders on that account. Please understand that if you limit our sharing or our affiliated companies' use of personal information, you and any joint account holder(s) may not receive information about Morgan Stanley products and services, including products or services that could help you manage your financial resources and achieve your investment objectives.
7. What If An Affiliated Company Becomes a Non-affiliated Third Party?
If, at any time in the future, an affiliated company becomes a non-affiliated third party, further disclosures of personal information made to the former affiliated company will be limited to those described in Section 2(b) above relating to non-affiliated third parties.
30
The Latin American Discovery Fund, Inc.
June 30, 2017
Privacy Notice (unaudited) (cont'd)
If you elected under Section 6 to limit disclosures we make to affiliated companies, or use of personal information by affiliated companies, your election will not apply to use by any former affiliated company of your personal information in their possession once it becomes a non-affiliated third party.
SPECIAL NOTICE TO RESIDENTS OF VERMONT
The following section supplements our policy with respect to our individual clients who have a Vermont address and supersedes anything to the contrary in the above policy with respect to those clients only.
The state of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and non-affiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with non-affiliated third parties or other Morgan Stanley companies unless you provide us with your written consent to share such information ("opt-in").
If you wish to receive offers for investment products and services offered by or through other Morgan Stanley companies, please notify us in writing at the following address:
Computershare Trust Company, N.A.
c/o Privacy Coordinator
P.O. Box 30170
College Station, Texas 77842
Your authorization should include your name, address, telephone number and account number(s) to which the opt-in applies and should not be sent with any other correspondence. In order to process your authorization, we require that the authorization be provided by you directly and not through a third party.
SPECIAL NOTICE TO RESIDENTS OF CALIFORNIA
The following section supplements our policy with respect to our individual clients who have a California address and supersedes anything to the contrary in the above policy with respect to those clients only.
In response to a California law, if your account has a California home address, your personal information will not be disclosed to non-affiliated third parties except as permitted by applicable California law, and we will limit sharing such information with our affiliates to comply with California privacy laws that apply to us.
31
Item 2. Code of Ethics.
Not applicable for semiannual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semiannual reports.
Item 4. Principal Accountant Fees and Services
Not applicable for semiannual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semiannual reports.
Item 6.
(a) Refer to Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable for semiannual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Applicable only to annual reports filed by closed-end funds.
Item 9. Closed-End Fund Repurchases
REGISTRANT PURCHASE OF EQUITY SECURITIES
Period | | (a) Total Number of Shares (or Units) Purchased | | (b) Average Price Paid per Share (or Unit) | | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |
January 2017 | | 1,476 | | — | | N/A | | N/A | |
February 2017 | | 13,785 | | — | | N/A | | N/A | |
March 2017 | | 21,140 | | — | | N/A | | N/A | |
April 2017 | | 9,516 | | — | | N/A | | N/A | |
May 2017 | | 16,652 | | — | | N/A | | N/A | |
June 2017 | | 11,958 | | — | | N/A | | N/A | |
Total | | 74,527 | | $ | 10.46 | | N/A | | N/A | |
| | | | | | | | | | |
Item 10. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 11. Controls and Procedures
(a) The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits
(a) Code of Ethics – Not applicable for semiannual reports.
(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Latin American Discovery Fund, Inc.
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
August 17, 2017 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
August 17, 2017 | |
| |
/s/ Francis Smith | |
Francis Smith | |
Principal Financial Officer | |
August 17, 2017 | |