<Page>
[ANNOTATED FORM N-CSR FOR ANNUAL REPORTS]
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)
1221 Avenue of the America's 22nd Floor New York, NY 10020
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Ronald E. Robison
1221 Avenue of the Americas, 33rd Floor New York, New York 10020
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area
code: 1-800-221-6726
-----------------------------------
Date of fiscal year
end: 12/31
--------------------------------------------------------------
Date of reporting
period: 12/31/04
--------------------------------------------------------------
Form N-CSR is to be used by management investment companies to file
reports with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders
under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form
N-CSR, and the Commission will make this information public. A registrant is
not required to respond to the collection of information contained in Form
N-CSR unless the Form displays a currently valid Office of Management and
Budget ("OMB") control number. Please direct comments concerning the accuracy
of the information collection burden estimate and any suggestions for reducing
the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. Section 3507.
<Page>
ITEM 1. REPORTS TO STOCKHOLDERS.
The Fund's annual report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940 is as follows:
<Page>
2004 ANNUAL REPORT
DECEMBER 31, 2004
[MORGAN STANLEY LOGO]
THE LATIN AMERICAN DISCOVERY FUND, INC.
MORGAN STANLEY
INVESTMENT MANAGEMENT INC.
INVESTMENT ADVISER
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
Overview
LETTER TO STOCKHOLDERS
PERFORMANCE
For the year ended December 31, 2004, The Latin American Discovery Fund, Inc.
(the "Fund") had a total return, based on net asset value per share of 45.55%,
net of fees, compared to a of 39.44% for the Morgan Stanley Capital
International (MSCI) Emerging Markets Free Latin America Net Index (the
"Index"). On December 31, 2004, the closing price of the Fund's shares on the
New York Stock Exchange was $18.27, representing a 13.3% discount to the Fund's
net asset value per share.
FACTORS AFFECTING PERFORMANCE
- Overall stock selection and country allocation results were positive
contributors to relative performance. Strong stock selection in Brazil
and Mexico was the primary contributor to relative performance. Stock
selection in Argentina and Colombia also added to relative returns and
together more than offset weak stock selection in Peru and Chile. Most
of our active country positions, led by our overweight stance in Mexico
and underweight positions in Peru and Chile, were positive contributors
in 2004.
- Latin American markets remained among the best performing asset class in
2004. This marked the first sequential annual gain we have seen in Latin
America since 1996-1997 and the third straight year the asset class has
outperformed world markets.
- During the year, the asset class benefited from a number of external and
internal developments including strong global demand, supportive
macro-economic policy, rallying commodity prices, local currency
strength, rising corporate earnings and improving economic fundamentals.
Currency gains relative to the U.S. dollar were particularly strong as
countries in the region continued to post strong current account and
fiscal positions, as well as solid economic growth.
- Regional gains were led by Colombia, Venezuela, Mexico and Brazil. Chile
and the smaller, less liquid markets of Peru and Argentina each
underperformed.
MANAGEMENT STRATEGIES
- We remain overweight in the domestic sectors in Latin America as we
continue to believe that consumer consumption will remain robust for
most of the region supported by low interest rates, large pent-up
consumer demand and what we believe to be the early stages of economic
recovery, particularly for Brazil and Mexico. We have increased the
Fund's position in telecommunications and continued to raise the Fund's
exposure to energy and financials given each sector's strong secular
growth prospects from an emerging local consumer and ongoing regional
recovery. We have recently increased the Fund's overweight position in
Brazil as the outlook continues to improve for the country despite the
tightening cycle that is taking place. On a relative basis, the Fund is
overweight Mexico and Brazil. We remain neutral Colombia and underweight
the rest of the region.
- We maintain a positive outlook on Latin markets, as we believe
valuations and fundamentals remain attractive. We believe markets are
structurally better positioned to withstand the tough global environment
given flexible and competitive exchange rates, current account surpluses
and fiscal discipline. We believe markets are cheaper while stronger
fiscal positions and lower interest rates are a boost to regional growth
prospects. In addition, Latin America's economic recovery has been both
export-driven as well as consumer-led, which marks an improvement from
foreign investment-led cycles of the late 1990s.
Sincerely,
/s/ Ronald E. Robison
Ronald E. Robison
Executive Vice President--
Principal Executive Officer
January 2005
2
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
PORTFOLIO OF INVESTMENTS
<Table>
<Caption>
VALUE
SHARES (000)
- --------------------------------------------------------------------------------------
COMMON STOCKS (98.7%)
(UNLESS OTHERWISE NOTED)
BRAZIL (51.9%)
CHEMICALS
Braskem SA (Preference) 22,681,600 $ 1,144
Braskem SA ADR 37,900 1,932
- --------------------------------------------------------------------------------------
3,076
- --------------------------------------------------------------------------------------
COMMERCIAL BANKS
Banco Bradesco SA (Preference) 111,592 2,699
Banco Bradesco SA ADR 189,765 4,755
Banco Itau Holding Financeira SA 19,377 2,911
(Preference)
Banco Itau Holding Financeira
SA ADR 95,819 7,203
Bradespar SA (Preference) (a)59,140 1,948
- --------------------------------------------------------------------------------------
19,516
- --------------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES
Embratel Participacoes SA
(Preference) (a)697,407,000 1,470
- --------------------------------------------------------------------------------------
ELECTRIC UTILITIES
CEMIG SA (Preference) 86,562,000 2,115
CEMIG SA ADR 133,433 3,274
CPFL Energia SA (a)41,900 283
CPFL Energia SA ADR (a)46,500 924
- --------------------------------------------------------------------------------------
6,596
- --------------------------------------------------------------------------------------
METALS & MINING
Cia Siderurgica de Tubarao 20,131,800 1,186
(Preference)
CSN 42,304 809
CSN ADR 126,888 2,426
CVRD ADR 9,970 289
CVRD ADR (Preference) 726,946 17,723
CVRD, 'A' (Preference) 16,803 406
Gerdau SA (Preference) 10,834 194
Gerdau SA ADR 33,390 601
USIMINAS SA, 'A' (Preference) 200,204 4,067
- --------------------------------------------------------------------------------------
27,701
- --------------------------------------------------------------------------------------
OIL & GAS
Petrobras SA (Preference) 17,342 634
Petrobras SA ADR 281,641 11,204
Petrobras SA ADR (Preference) 366,098 13,256
- --------------------------------------------------------------------------------------
25,094
- --------------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS
Aracruz Celulose SA ADR 17,600 663
Suzano Bahia Sul Papel e
Celulose SA (Preference) 264,170 1,366
Votorantim Celulose ADR 115,975 1,879
Votorantim Celulose (Preference) 33,040 $ 539
- --------------------------------------------------------------------------------------
4,447
- --------------------------------------------------------------------------------------
ROAD & RAIL
All America Latina Logistica SA
(Preference) (a)45,000 1,339
- --------------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES
Telesp Celular Participacoes SA (a)2,180,277,676 5,902
(Preference)
Telesp Celular Participacoes
SA ADR (a)443,751 3,018
Tim Participacoes SA (Preference) 524,196,000 799
- --------------------------------------------------------------------------------------
9,719
- --------------------------------------------------------------------------------------
98,958
======================================================================================
CHILE (4.2%)
COMMERCIAL BANKS
Banco Santander Chile SA ADR 31,252 1,058
CorpBanca SA (a)122,028,400 701
- --------------------------------------------------------------------------------------
1,759
- --------------------------------------------------------------------------------------
ELECTRIC UTILITIES
Enersis SA ADR (a)731,700 6,227
- --------------------------------------------------------------------------------------
7,986
======================================================================================
COLOMBIA (1.2%)
COMMERCIAL BANKS
BanColombia SA ADR 156,800 2,214
======================================================================================
MEXICO (38.4%)
BEVERAGES
Femsa ADR 58,100 3,057
- --------------------------------------------------------------------------------------
COMMERCIAL BANKS
Grupo Financiero Banorte SA
de CV, 'O' 264,100 1,665
- --------------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING
Empresas ICA Sociedad
Controladora SA de CV (a)937,300 362
- --------------------------------------------------------------------------------------
CONSTRUCTION MATERIALS
Cemex SA de CV 339,689 2,483
- --------------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES
Carso Global Telecom SA de
CV, 'A1' (a)271,344 484
Telmex, 'L' ADR 166,092 6,364
- --------------------------------------------------------------------------------------
6,848
- --------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING
Wal-Mart de Mexico SA ADR 11,398 392
Wal-Mart de Mexico SA de CV, 'V' 3,728,119 12,823
- --------------------------------------------------------------------------------------
13,215
- --------------------------------------------------------------------------------------
HOUSEHOLD DURABLES
Consorcio ARA SA de CV (a)356,000 1,071
- --------------------------------------------------------------------------------------
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
3
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
PORTFOLIO OF INVESTMENTS (CONT'D)
<Table>
<Caption>
VALUE
SHARES (000)
- --------------------------------------------------------------------------------------
MEXICO (CONT'D)
HOUSEHOLD PRODUCTS
Kimberly-Clark de Mexico SA de
CV, 'A' 520,300 $ 1,799
- --------------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES
Alfa SA de CV, 'A' 151,000 773
- --------------------------------------------------------------------------------------
MEDIA
Grupo Televisa SA ADR 214,600 12,983
- --------------------------------------------------------------------------------------
METALS & MINING
Grupo Mexico SA, 'B' (a)278,600 1,407
- --------------------------------------------------------------------------------------
TRANSPORTATION INFRASTRUCTURE
Grupo Aeroportuario del
Sureste SA de CV ADR 53,660 1,468
- --------------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES
America Movil SA de CV, 'L' ADR 498,219 26,082
- --------------------------------------------------------------------------------------
73,213
======================================================================================
PERU (1.0%)
METALS & MINING
Cia de Minas Buenaventura SA ADR 79,700 1,825
======================================================================================
VENEZUELA (2.0%)
DIVERSIFIED TELECOMMUNICATION SERVICES
CANTV, 'D' ADR 171,330 3,836
======================================================================================
TOTAL COMMON STOCKS
(Cost $123,432) 188,032
======================================================================================
<Caption>
NO. OF
RIGHTS
- --------------------------------------------------------------------------------------
RIGHTS (0.0%)
BRAZIL (0.0%)
COMMERCIAL BANKS
Banco Bradesco SA
(Preference)
(Cost $@--) (a)4,599 42
- --------------------------------------------------------------------------------------
<Caption>
FACE
AMOUNT
(000)
- --------------------------------------------------------------------------------------
SHORT-TERM INVESTMENT (2.1%)
UNITED STATES (2.1%)
REPURCHASE AGREEMENT
J.P. Morgan Securities, Inc., 2.00%,
dated 12/31/04, due 1/3/05,
repurchase price $4,042
(Cost $4,041) $ (b)4,041 4,041
======================================================================================
TOTAL INVESTMENTS (100.8%)
(Cost $127,473) 192,115
======================================================================================
LIABILITIES IN EXCESS OF OTHER ASSETS (-0.8%) (1,623)
======================================================================================
NET ASSETS (100%) $ 190,492
======================================================================================
</Table>
(a) Non-income producing security.
(b) Represents the Fund's undivided interest in a joint repurchase agreement
which has a total value of $1,018,656,000. The repurchase agreement was
fully collateralized by U.S. government agency securities at the date
of this portfolio of investments as follows: Federal Farm Credit Bank,
0.00% to 6.75%, due 2/28/05 to 8/15/13; Federal Home Loan Bank, 1.10%
to 6.875%, due 4/15/05 to 10/28/24; Federal Home Loan Mortgage Corp.,
2.00% to 6.51%, due 6/15/15 to 3/15/19; Federal National Mortgage
Association, 1.75% to 8.20%, due 2/24/05 to 5/24/19; and Financial
Assist Corp., 8.80%, due 6/10/05. The investment in the repurchase
agreement is through participation in a joint account with affiliated
parties pursuant to exemptive relief received by the Fund from the SEC.
ADR American Depositary Receipt
FOREIGN CURRENCY EXCHANGE CONTRACT INFORMATION:
The Fund had the following foreign currency exchange contract(s) open at
period end:
<Table>
<Caption>
NET
CURRENCY IN UNREALIZED
TO EXCHANGE APPRECIATION
DELIVER VALUE SETTLEMENT FOR VALUE (DEPRECIATION)
(000) (000) DATE (000) (000) (000)
- ---------------------------------------------------------------------------
US$ 26 $ 26 1/3/05 BRL 68 $ 26 $ --
US$ 530 530 1/4/05 BRL 1,407 529 (1)
- ---------------------------------------------------------------------------
$ 556 $ 555 $ (1)
===========================================================================
</Table>
BRL -- Brazilian Real
GRAPHIC PRESENTATION OF PORTFOLIO HOLDINGS
The following graph depicts the Fund's holdings by industry, as a percentage of
total investments.
[CHART]
<Table>
Wireless Telecommunication Services 18.6%
Metals & Mining 16.1%
Commercial Banks 13.1%
Oil & Gas 13.1%
Food & Staples Retailing 6.9%
Media 6.8%
Electric Utilities 6.7%
Diversified Telecommunication Services 6.3%
Other* 10.3%
Short-Term Investment 2.1%
</Table>
* Industries which do not appear in the top 10 industries and industries which
represent less than 3% of total investments, if applicable, are included in the
category labeled "Other".
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
4
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
<Table>
<Caption>
DECEMBER 31, 2004
(000)
- ---------------------------------------------------------------------------------------------------------------
ASSETS:
Investments, at Value (Cost $127,473) $ 192,115
Dividends Receivable 1,402
Foreign Currency, at Value (Cost $188) 189
Other Assets 5
- ---------------------------------------------------------------------------------------------------------------
TOTAL ASSETS 193,711
===============================================================================================================
LIABILITIES:
Payable For:
Dividends Declared (2,295)
Investments Purchased (621)
Investment Advisory Fees (186)
Directors' Fees and Expenses (36)
Custodian Fees (12)
Administration Fees (6)
Unrealized Depreciation on Foreign Currency Exchange Contracts (1)
Other Liabilities (62)
- ---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES (3,219)
===============================================================================================================
NET ASSETS
Applicable to 9,034,813, Issued and Outstanding $0.01
Par Value Shares (100,000,000 Shares Authorized) $ 190,492
===============================================================================================================
NET ASSET VALUE PER SHARE $ 21.08
===============================================================================================================
NET ASSETS CONSIST OF:
Common Stock $ 90
Paid-in Capital 122,603
Undistributed (Distributions in Excess of) Net Investment Income 158
Accumulated Net Realized Gain (Loss) 2,988
Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Translations 64,653
- ---------------------------------------------------------------------------------------------------------------
NET ASSETS $ 190,492
===============================================================================================================
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
5
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
Financial Statements
STATEMENT OF OPERATIONS
<Table>
<Caption>
YEAR ENDED
DECEMBER 31, 2004
(000)
- ---------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
Dividends $ 4,752
Interest 30
===============================================================================================================
TOTAL INVESTMENT INCOME 4,782
===============================================================================================================
EXPENSES
Investment Advisory Fees (Note B) 1,772
Professional Fees 150
Administration Fees (Note C) 82
Custodian Fees (Note D) 72
Stockholder Reporting Expenses 53
Stockholder Servicing Agent 25
Directors' Fees and Expenses 12
Other Expenses 83
===============================================================================================================
TOTAL EXPENSES 2,249
===============================================================================================================
Waiver of Administration Fees (Note C) (13)
- ---------------------------------------------------------------------------------------------------------------
NET EXPENSES 2,236
===============================================================================================================
NET INVESTMENT INCOME (LOSS) 2,546
===============================================================================================================
NET REALIZED GAIN (LOSS) ON:
Investments 23,387
Foreign Currency Transactions (47)
===============================================================================================================
NET REALIZED GAIN (LOSS) 23,340
===============================================================================================================
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON:
Investments 33,719
Foreign Currency Translations 14
===============================================================================================================
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) 33,733
===============================================================================================================
NET REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) 57,073
===============================================================================================================
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 59,619
===============================================================================================================
</Table>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
YEAR ENDED YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
(000) (000)
- ----------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net Investment Income (Loss) $ 2,546 $ 2,905
Net Realized Gain (Loss) 23,340 17,330
Change in Unrealized Appreciation (Depreciation) 33,733 40,285
======================================================================================================================
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 59,619 60,520
======================================================================================================================
Distributions from and/or in Excess of:
Net Investment Income (2,471) (3,115)
- ----------------------------------------------------------------------------------------------------------------------
Capital Share Transactions:
Repurchase of Shares (1,646,591 and 62,129 Shares, Respectively) (23,787) (524)
======================================================================================================================
TOTAL INCREASE (DECREASE) 33,361 56,881
======================================================================================================================
Net Assets:
Beginning of Period 157,131 100,250
======================================================================================================================
END OF PERIOD (INCLUDING UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF) NET
INVESTMENT INCOME OF $158 AND $130, RESPECTIVELY) $ 190,492 $ 157,131
======================================================================================================================
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
6
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
Financial Highlights
SELECTED PER SHARE DATA AND RATIOS
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
2004 2003 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 14.71 $ 9.33 $ 11.90 $ 12.04 $ 14.11
- ---------------------------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss) 0.27+ 0.27+ 0.18+ 0.32 0.04
Net Realized and Unrealized Gain (Loss) on Investments 6.36 5.39 (2.61) (0.41) (2.16)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations 6.63 5.66 (2.43) (0.09) (2.12)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions from and/or in Excess of:
Net Investment Income (0.27) (0.29) (0.16) (0.11) (0.10)
- ---------------------------------------------------------------------------------------------------------------------------------
Anti-Dilutive Effect of Share Repurchase Program 0.01 0.01 0.02 0.06 0.15
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 21.08 $ 14.71 $ 9.33 $ 11.90 $ 12.04
=================================================================================================================================
PER SHARE MARKET VALUE, END OF PERIOD $ 18.27 $ 12.79 $ 7.60 $ 9.70 $ 9.50
=================================================================================================================================
TOTAL INVESTMENT RETURN:
Market Value 45.09% 72.01% (20.15)% 3.23% (10.33)%
Net Asset Value (1) 45.55% 61.12% (20.08)% (0.08)% (13.86)%
=================================================================================================================================
RATIOS, SUPPLEMENTAL DATA:
NET ASSETS, END OF PERIOD (THOUSANDS) $ 190,492 $ 157,131 $ 100,250 $ 129,192 $ 134,283
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of Expenses to Average Net Assets 1.45% 1.47% 1.58% 1.75% 1.63%
Ratio of Net Investment Income (Loss) to
Average Net Assets 1.65% 2.40% 1.66% 2.59% 0.26%
Portfolio Turnover Rate 60% 71% 53% 32% 46%
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios Before Expenses Waived by Administrator:
Ratio of Expenses to Average Net Assets 1.46% N/A N/A N/A N/A
Ratio of Net Investment Income (Loss) to
Average Net Assets 1.64% N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) 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.
+ Per share amount is based on average shares outstanding.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
7
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
NOTES TO FINANCIAL STATEMENTS
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 (the "1940 Act"), as
amended. The Fund's investment objective is long-term capital appreciation
through investments primarily in equity securities.
A. ACCOUNTING POLICIES: The following significant accounting policies are in
conformity with U.S. generally accepted accounting principles for investment
companies. Such policies are consistently followed by the Fund in the
preparation of its financial statements. U.S. generally accepted accounting
principles 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: Equity securities listed on a U.S. exchange are valued
at the latest quoted sales price on the valuation date. Equity securities
listed or traded on NASDAQ, for which market quotations are available, are
valued at the NASDAQ Official Closing Price. Securities listed on a foreign
exchange are valued at their closing price. Unlisted securities and listed
securities not traded on the valuation date for which market quotations are
readily available are valued at the mean between the current bid and asked
prices obtained from reputable brokers. Debt securities purchased with
remaining maturities of 60 days or less are valued at amortized cost, if it
approximates value.
All other securities and investments for which market values are not
readily available, including restricted securities, and those securities
for which it is inappropriate to determine prices in accordance with the
aforementioned procedures, are valued at fair value as determined in good
faith under procedures adopted by the Board of Directors, although the
actual calculations may be done by others. 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.
Most foreign markets close before the New York Stock Exchange (NYSE).
Occasionally, developments that could affect 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 on the NYSE. If these
developments are expected to materially affect the value of the securities,
the valuations may be adjusted to reflect the estimated fair value as of
the close of the NYSE, as determined in good faith under procedures
established by the Board of Directors.
2. REPURCHASE AGREEMENTS: The Fund may enter into repurchase agreements under
which the Fund lends excess cash and takes possession of securities with an
agreement that the counterparty will repurchase such securities. In
connection with transactions in repurchase agreements, a bank as custodian
for the Fund takes possession of the underlying securities (collateral),
with a market value at least equal to the amount of the repurchase
transaction, including principal and accrued interest. To the extent that
any repurchase transaction exceeds one business day, the value of the
collateral is marked-to-market on a daily basis to determine the adequacy
of the collateral. In the event of default on the obligation to repurchase,
the Fund has the right to liquidate the collateral and apply the proceeds
in satisfaction of the obligation. In the event of default or bankruptcy by
the counterparty to the agreement, realization and/or retention of the
collateral or proceeds may be subject to legal proceedings.
The Fund, along with other affiliated investment companies, may utilize a
joint trading account for the purpose of entering into one or more
repurchase agreements.
3. FOREIGN CURRENCY TRANSLATION: The books and records of the Fund are
maintained in U.S. dollars. Foreign currency amounts are translated into
U.S. dollars at the mean of the bid and asked prices of such currencies
against U.S. dollars last quoted by a major bank as follows:
- investments, other assets and liabilities at the prevailing rates 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 the 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) due to securities transactions
are included in the reported net realized and unrealized gains (losses) on
investment transactions and balances.
8
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
NOTES TO FINANCIAL STATEMENTS (CONT'D)
Net realized gains (losses) on foreign currency transactions represent net
foreign exchange gains (losses) from sales and maturities of foreign
currency exchange contracts, disposition of foreign currencies, currency
gains or 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) on
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 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 economy and greater social, economic and political uncertainty.
The Fund may use derivatives to achieve its investment objectives. The Fund may
engage in transactions in futures contracts on foreign currencies, stock
indices, as well as in options, swaps and structured notes. Consistent with the
Fund's investment objectives and policies, the Fund may use derivatives for
non-hedging as well as hedging purposes.
Following is a description of derivative instruments that the Fund has utilized
and their associated risks:
4. FOREIGN CURRENCY EXCHANGE CONTRACTS: The Fund may enter into foreign
currency exchange contracts generally to attempt to protect securities and
related receivables and payables against changes in future foreign exchange
rates and, in certain situations, to gain exposure to a foreign currency. A
foreign currency exchange contract is an agreement between two parties to
buy or sell currency at a set price on a future date. The market value of
the contract will fluctuate with changes in currency exchange rates. The
contract is marked-to-market daily and the change in market value is
recorded by the Fund as unrealized gain or loss. The Fund records realized
gains or losses when the contract is closed equal to the difference between
the value of the contract at the time it was opened and the value at the
time it was closed. Risk may arise upon entering into these contracts from
the potential inability of counterparties to meet the terms of their
contracts and is generally limited to the amount of unrealized gain on the
contracts, if any, at the date of default. Risks may also arise from
unanticipated movements in the value of a foreign currency relative to the
U.S. dollar.
5. OTHER: Security transactions are accounted for on the date the securities
are purchased or sold. Realized gains and 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 is 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. Distributions to stockholders are recorded on the
ex-dividend date.
B. INVESTMENT ADVISORY FEES: Morgan Stanley Investment Management Inc. (the
"Adviser") provides investment advisory services to the Fund under the terms of
an Investment Advisory Agreement (the "Agreement"). Under the Agreement, the
Adviser is paid a fee computed weekly and payable monthly at the annual rate of
1.15% of the Fund's average weekly net assets.
C. ADMINISTRATION FEES: Prior to November 1, 2004, JPMorgan Chase Bank,
through its corporate affiliate, J.P. Morgan Investor Services Co. ("JPMIS"),
provided administrative services to the Fund under an Administration Agreement.
JPMIS was paid a fee computed weekly and payable monthly at an annual rate of
0.02435% of the Fund's average weekly net assets, plus $24,000 per annum. In
addition, the Fund was charged for certain out-of-pocket expenses incurred by
JPMIS on its behalf.
Effective November 1, 2004, Morgan Stanley Investment Management Inc. (MSIM)
serves as Administrator to the Fund pursuant to a new Administrative
Agreement. Under the new Administrative Agreement, the new administrative fee
will be 0.08% of the Fund's average weekly net assets. As approved by the
Board of Directors, MSIM has agreed to limit the new administration fee so
that it will be no greater than the old administrative fee of 0.02435% of the
Fund's average weekly net assets plus $24,000 per annum. This waiver is
voluntary and may be terminated at any time. For the year ended December 31,
2004, $13,000 of administration fees were waived pursuant to this
arrangement. Administrative costs (including out-of-pocket expenses incurred
in the ordinary course of providing services under the Agreement, which were
previously borne by Fund), except pricing services and extraordinary
expenses, will now be covered under the Administration Fee. JPMIS will
continue to provide fund accounting and other services pursuant to a
sub-administrative agreement, dated November 1, 2004,
9
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
NOTES TO FINANCIAL STATEMENTS (CONT'D)
with MSIM and receives compensation from MSIM for these services.
D. CUSTODIAN FEES: JPMorgan Chase Bank serves as custodian for the Fund. The
Custodian holds cash, securities, and other assets of the Fund as required by
the 1940 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. 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. Dividend income and distributions to stockholders are recorded on
the ex-dividend date.
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 and applied to net investment income, net realized gains and
net unrealized appreciation as such income and/or gains are earned.
The tax character of distributions paid may differ from the character of
distributions shown on the Statement 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 2004 and 2003 were as follows:
<Table>
<Caption>
2004 DISTRIBUTIONS 2003 DISTRIBUTIONS
PAID FROM: PAID FROM:
(000) (000)
- ----------------------------- -----------------------------
LONG-TERM LONG-TERM
ORDINARY CAPITAL ORDINARY CAPITAL
INCOME GAIN INCOME GAIN
- --------------------------------------------------------------
$ 2,471 $ -- $ 3,115 $ --
</Table>
The amount and character of income and capital gain distributions to be paid by
the Fund are determined in accordance with Federal income tax regulations, which
may differ from U.S. generally accepted accounting principles. The book/tax
differences are considered either temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for
the timing of the recognition of gains and losses on certain investment
transactions and the timing of the deductibility of certain expenses.
Permanent differences are generally due to differing treatments of gains and
losses related to foreign currency transactions. Permanent book and tax basis
differences may result in reclassifications among undistributed (distributions
in excess of) net investment income (or accumulated net investment loss),
accumulated net realized gain (loss) and paid-in capital.
At December 31, 2004, the components of distributable earnings on a tax basis
were as follows:
<Table>
<Caption>
UNDISTRIBUTED UNDISTRIBUTED
ORDINARY INCOME LONG-TERM CAPITAL GAIN
(000) (000)
- ----------------------------------------------------
$ 194 $ 3,652
- ----------------------------------------------------
</Table>
At December 31, 2004, the U.S. Federal income tax cost basis of investments was
$128,137,000 and, accordingly, net unrealized appreciation for U.S. Federal
income tax purposes was $63,978,000 of which $64,093,000 related to appreciated
securities and $115,000 related to depreciated securities.
During the year ended December 31, 2004, the Fund utilized capital loss
carryforward for U.S. Federal income tax purposes of approximately $18,659,000.
Net capital, currency and passive foreign investment company losses incurred
after October 31, and within the taxable year are deemed to arise on the first
day of the Fund's next taxable year. For the year ended December 31, 2004, the
Fund did not defer any post-October capital, currency and passive foreign
investment company losses to January 1, 2005, for U.S. Federal income tax
purposes.
F. CONTRACTUAL OBLIGATIONS: 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.
G. OTHER: During the year ended December 31, 2004, the Fund made purchases
and sales totaling approximately $90,621,000 and $114,396,000, respectively, of
investment securities other than long-term U.S. Government securities and
short-term investments. There were no purchases or sales of long-term U.S.
Government securities.
For the year ended December 31, 2004, the Fund incurred $23,000 of brokerage
commissions with Morgan Stanley & Co., an affiliate of the Adviser.
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 traded from their net asset value. During the year ended December
31, 2004, the Fund repurchased 44,380 of its shares at an average discount of
15.21% from net asset value per share. Since the inception of the program, the
Fund has repurchased 2,099,102 of its shares at an average discount of 19.22%
from net asset value per share. The 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 Board
of Directors.
10
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
NOTES TO FINANCIAL STATEMENTS (CONT'D)
On October 23, 2003, the Board of Directors of the Fund authorized the Fund to
conduct a tender offer during the first quarter of 2004 for up to 15% of the
Funds shares, at a price equal to 95% of the Fund's net asset value per share
("NAV") on the last day of the tender period.
On March 16, 2004, the Fund completed the tender offer. The Fund accepted
1,602,211 shares for payment which represented 15% of the Fund's then
outstanding shares. Final payment was made on March 24, 2004 at $14.48 per
share, representing 95% of the NAV per share on March 16, 2004.
On December 14, 2004, the Officers of the Fund, pursuant to authority granted by
the Board of Directors declared a distribution of $0.254 per share, derived from
net investment income, payable on January 7, 2005 to stockholders of record on
December 23, 2004.
FEDERAL TAX INFORMATION (UNAUDITED)
For the year ended December 31, 2004, the Fund expects to pass through to
stockholders foreign tax credits totaling approximately $156,000. For the year
ended December 31, 2004, gross income derived from sources within a foreign
country totaled $4,908,000. For the year ended December 31, 2004 qualified
dividend income totaled $2,627,000.
REPORTING TO STOCKHOLDERS (UNAUDITED)
Each Morgan Stanley 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 by filing the schedule electronically with the
Securities and Exchange Commission (SEC). The semi-annual reports are filed on
Form N-CSRS and the annual reports are filed on Form N-CSR. 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. 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 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 email address
(publicinfo@sec.gov) or by writing the Public Reference section of the SEC,
Washington, DC 20549-0102.
PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD (UNAUDITED)
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
1(800) 548-7786 or by visiting our website at www.morganstanley.com/im. This
information is also available on the SEC's website at www.sec.gov.
11
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF
THE LATIN AMERICAN DISCOVERY FUND, INC.
We have audited the accompanying statement of assets and liabilities of The
Latin American Discovery Fund, Inc. (the "Fund"), including the portfolio of
investments, as of December 31, 2004, and the related statement of operations
for the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements and financial
highlights, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of
December 31, 2004, by correspondence with the custodian and brokers or by other
appropriate auditing procedures where replies from brokers were not received. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Latin American Discovery Fund, Inc. at December 31, 2004, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with U.S. generally
accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 11, 2005
12
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
DIRECTOR AND OFFICER INFORMATION (UNAUDITED)
Independent Directors:
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
TERM OF FUND
OFFICE AND COMPLEX
POSITION(S) LENGTH OF OVERSEEN
NAME, AGE AND ADDRESS OF HELD WITH TIME PRINCIPAL OCCUPATION(S) BY OTHER DIRECTORSHIPS
DIRECTOR REGISTRANT SERVED* DURING PAST 5 YEARS DIRECTOR** HELD BY DIRECTOR
- --------------------------- ----------- ---------- ----------------------------------- ------------- ------------------------
Michael Bozic (63) Director Director Private investor; Director or 197 Director of various
c/o Kramer Levin Naftalis & since 2003 Trustee of the Retail Funds (since business organizations.
Frankel LLP April 1994) and the Institutional
Counsel to the Independent Funds (since July 2003); formerly
Directors Vice Chairman of Kmart Corporation
919 Third Avenue (December 1998-October 2000),
New York, NY 10022 Chairman and Chief Executive
Officer of Levitz Furniture
Corporation (November 1995-November
1998) and President and Chief
Executive Officer of Hills
Department Stores (May 1991-July
1995); formerly variously Chairman,
Chief Executive Officer, President
and Chief Operating Officer
(1987-1991) of the Sears
Merchandise Group of Sears Roebuck
& Co.
Edwin J. Garn (72) Director Director Consultant. Director or Trustee of 197 Director of Franklin
1031 N. Chartwell Court since 2003 the Retail Funds (since January Covey (time management
Salt Lake City, UT 84103 1993) and the Institutional Funds systems), BMW Bank of
(since July 2003); member of the North America, Inc.
Utah Regional Advisory Board of (industrial loan
Pacific Corp.; formerly Managing corporation), Escrow
Director of Summit Ventures LLC Bank USA (industrial
(2000-2004); United States Senator loan corporation),
(R-Utah) (1974-1992) and Chairman, United Space Alliance
Senate Banking Committee (joint venture between
(1980-1986), Mayor of Salt Lake Lockheed Martin and The
City, Utah (1971-1974), Astronaut, Boeing Company) and
Space Shuttle Discovery (April Nuskin Asia Pacific
12-19, 1985), and Vice Chairman, (multilevel marketing);
Huntsman Corporation (chemical member of the board of
company). various civic and
charitable
organizations.
Wayne E. Hedien (70) Director Director Retired; Director or Trustee of the 197 Director of the PMI
c/o Kramer Levin Naftalis & since 2003 Retail Funds (since September 1997) Group Inc. (private
Frankel LLP and the Institutional Funds (since mortgage insurance);
Counsel to the Independent July 2003); formerly associated Trustee and Vice
Directors with the Allstate Companies Chairman of The Field
919 Third Avenue (1966-1994), most recently as Museum of Natural
New York, NY 10022 Chairman of The Allstate History; director of
Corporation (March 1993-December various other business
1994) and Chairman and Chief and charitable
Executive Officer of its organizations.
wholly-owned subsidiary, Allstate
Insurance Company (July 1989-
December 1994).
Dr. Manuel H. Johnson (55) Director Director Senior Partner, Johnson Smick 197 Director of NVR, Inc.
c/o Johnson Smick since 2003 International, Inc., a consulting (home construction),
International, Inc. firm; Chairman of the Audit Director of KFX Energy;
2099 Pennsylvania Avenue, Committee and Director or Trustee Director of RBS
NW Suite 950 of the Retail Funds (since July Greenwich Capital
Washington, D.C. 20006 1991) and the Institutional Funds Holdings (financial
(since July 2003); Co-Chairman and holdings company).
a founder of the Group of Seven
Council (G7C), an international
economic commission; formerly Vice
Chairman of the Board of Governors
of the Federal Reserve System and
Assistant Secretary of the U.S.
Treasury.
Joseph J. Kearns (62) Director Director President, Kearns & Associates LLC 198 Director of Electro Rent
c/o Kearns & Associates since 2001 (investment consulting); Deputy Corporation (equipment
LLC Chairman of the Audit Committee and leasing), The Ford
PMB754 Director or Trustee of the Retail Family Foundation and
23852 Pacific Coast Hwy. Funds (since July 2003) and the the UCLA Foundation.
Malibu, CA 90265 Institutional Funds (since August
1994); previously Chairman of the
Audit Committee of the
Institutional Funds (October 2001-
July 2003); formerly CFO of the J.
Paul Getty Trust.
Michael E. Nugent (68) Director Director General Partner of Triumph Capital, 197 Director of various
c/o Triumph Capital, L.P. since 2001 L.P., a private investment business organizations.
445 Park Avenue, 10th Floor partnership; Chairman of the
New York, NY 10022 Insurance Committee and Director or
Trustee of the Retail Funds (since
July 1991) and the Institutional
Funds (since July 2001); formerly
Vice President, Bankers Trust
Company and BT Capital Corporation
(1984-1988).
</Table>
13
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
DIRECTOR AND OFFICER INFORMATION (CONT'D)
Independent Directors: (cont'd)
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
TERM OF FUND
OFFICE AND COMPLEX
POSITION(S) LENGTH OF OVERSEEN
NAME, AGE AND ADDRESS OF HELD WITH TIME PRINCIPAL OCCUPATION(S) BY OTHER DIRECTORSHIPS
DIRECTOR REGISTRANT SERVED* DURING PAST 5 YEARS DIRECTOR** HELD BY DIRECTOR
- --------------------------- ----------- ---------- ----------------------------------- ------------- ------------------------
Fergus Reid (72) Director Director Chairman of Lumelite Plastics 198 Trustee and Director of
c/o Lumelite Plastics since 2000 Corporation; Chairman of the certain investment
Corporation Governance Committee and Director companies in the J.P.
85 Charles Coleman Blvd. or Trustee of the Retail Funds Morgan Funds complex
Pawling, NY 12564 (since July 2003) and the managed by J.P. Morgan
Institutional Funds (since June Investment Management
1992). Inc.
Interested Directors:
Charles A. Fiumefreddo (71) Chairman Chairman Chairman and Director or Trustee of 197 None.
c/o Morgan Stanley Funds and and the Retail Funds (since July 1991)
Harborside Financial Center Director of Director and the Institutional Funds (since
Plaza Two 3rd Floor the Board since July 2003); formerly Chief
Jersey City, NJ 07311 2003 Executive Officer of the Retail
Funds (until September 2002).
James F. Higgins (56) Director Director Director or Trustee of the Retail 197 Director of AXA
c/o Morgan Stanley Funds since 2003 Funds (since June 2000) and the Financial, Inc. and The
Harborside Financial Center Institutional Funds (since July Equitable Life Assurance
Plaza Two 2nd Floor 2003); Senior Advisor of Morgan Society of the United
Jersey City, NJ 07311 Stanley (since August 2000); States (financial
Director of Morgan Stanley services).
Distributors Inc. and Dean Witter
Realty Inc.; previously President
and Chief Operating Officer of the
Private Client Group of Morgan
Stanley (May 1999-August 2000), and
President and Chief Operating
Officer of Individual Securities of
Morgan Stanley (February 1997-May
1999).
</Table>
* Each Director serves an indefinite term, until his or her successor is
elected.
** The Fund Complex includes all funds advised by Morgan Stanley Investment
Management Inc. and funds that have an investment advisor that is an
affiliated entity of Morgan Stanley Investment Management Inc. (including,
but not limited to, Morgan Stanley Investments LP and Morgan Stanley
Investment Advisors Inc.).
Officers:
<Table>
<Caption>
TERM OF OFFICE AND
POSITION(S) HELD LENGTH OF TIME
NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER WITH REGISTRANT SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ------------------------------------------ ---------------- ------------------ -------------------------------------------
Mitchell M. Merin (51) President President since President and Chief Operating Officer of
Morgan Stanley Investment Management Inc. 2003 Morgan Stanley Investment Management Inc.;
1221 Avenue of the Americas 33rd Floor President, Director and Chief Executive
New York, NY 10020 Officer of Morgan Stanley Investment
Advisors Inc. and Morgan Stanley Services
Company Inc.; Chairman and Director of
Morgan Stanley Distributors Inc.; Chairman
and Director of Morgan Stanley Trust;
Director of various Morgan Stanley
subsidiaries; President of the
Institutional Funds (since July 2003) and
President of the Retail Funds (since May
1999); Trustee (since July 2003) and
President (since December 2002) of the Van
Kampen Closed-End Funds; Trustee (since
May 1999) and President (since October
2002) of the Van Kampen Open-End Funds.
Ronald E. Robison (65) Executive Vice Executive Vice Principal Executive Officer of Funds in
Morgan Stanley Investment Management Inc. President and President and the Fund complex (since May 2003);
1221 Avenue of the Americas 33rd Floor Principal Principal Managing Director of Morgan Stanley & Co.
New York, NY 10020 Executive Executive Officer Incorporated, Managing Director of Morgan
Officer since 2003 Stanley; Managing Director, Chief
Administrative Officer and Director of
Morgan Stanley Investment Advisors Inc.
and Morgan Stanley Services Company Inc.;
Director of Morgan Stanley Trust; Managing
Director and Director of Morgan Stanley
Distributors Inc.; Executive Vice
President and Principal Executive Officer
of the Retail Funds (since April 2003) and
the Institutional Funds (since July 2003);
previously President and Director of the
Retail Funds (March 2001 - July 2003) and
Chief Global Operations Officer and
Managing Director of Morgan Stanley
Investment Management Inc.
</Table>
14
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
December 31, 2004
DIRECTOR AND OFFICER INFORMATION (CONT'D)
Officers: (cont'd)
<Table>
<Caption>
TERM OF OFFICE AND
POSITION(S) HELD LENGTH OF TIME
NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER WITH REGISTRANT SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ------------------------------------------ ---------------- ------------------ -------------------------------------------
Joseph J. McAlinden (61) Vice President Vice President Managing Director and Chief Investment
Morgan Stanley Investment Management Inc. since 2003 Officer of Morgan Stanley Investment
1221 Avenue of the Americas 33rdFloor Advisors Inc. and Morgan Stanley Investment
New York, NY 10020 Management Inc.; Director of Morgan Stanley
Trust; Chief Investment Officer of the Van
Kampen Funds; Vice President of the
Institutional Funds (since July 2003) and
the Retail Funds (since July 1995).
Barry Fink (49) Vice President Vice President General Counsel (since May 2000) and
Morgan Stanley Investment Management Inc. since 2003 Managing Director (since December 2000) of
1221 Avenue of the Americas 22nd Floor Morgan Stanley Investment Management;
New York, NY 10020 Managing Director (since December 2000),
Secretary (since February 1997) and
Director (since July 1998) of Morgan
Stanley Investment Advisors Inc. and Morgan
Stanley Services Company Inc.; Vice
President of the Retail Funds; Assistant
Secretary of Morgan Stanley DW Inc.; Vice
President of the Institutional Funds (since
July 2003); Managing Director, Secretary
and Director of Morgan Stanley Distributors
Inc.; previously Secretary of the Retail
Funds and General Counsel (February 1997-
April 2004) of the Retail Funds; Vice
President and Assistant General Counsel of
Morgan Stanley Investment Advisors Inc. and
Morgan Stanley Services Company Inc.
(February 1997-December 2001).
Amy R. Doberman (42) Vice President Vice President Managing Director and General Counsel, U.S.
Morgan Stanley Investment Management Inc. since July 2004 Investment Management; Managing Director of
1221 Avenue of the Americas 22nd Floor the Investment Manager and Morgan Stanley
New York, NY 10020 Investment Advisor Inc.; Vice President of
the Institutional and Retail Funds (since
July 2004); Vice President of the Van
Kampen Funds (since August 2004);
previously, Managing Director and General
Counsel - Americas, UBS Global Asset
Management (July 2000-July 2004) and
General Counsel, Aeltus Investment
Management, Inc. (January 1997-July 2000).
Carsten Otto (41) Chief Chief Compliance Executive Director and U.S. Director of
Morgan Stanley Investment Management Inc. Compliance Officer since Compliance for Morgan Stanley Investment
1221 Avenue of the Americas 22nd Floor Officer 2004 Management (since October 2004); Executive
New York, NY 10020 Director of Morgan Stanley Investment
Advisors Inc. and Morgan Stanley Investment
Management Inc.; formerly Assistant
Secretary and Assistant General Counsel of
the Morgan Stanley Retail Funds.
Stefanie V. Chang (38) Vice President Vice President Executive Director of Morgan Stanley & Co.
Morgan Stanley Investment Management Inc. since 2001 Incorporated, Morgan Stanley Investment
1221 Avenue of the Americas 22nd Floor Management Inc. and Morgan Stanley
New York, NY 10020 Investment Advisors Inc.; Vice President of
the Institutional Funds and the Retail
Funds; formerly practiced law with the New
York law firm of Rogers & Wells (now
Clifford Chance US LLP).
James W. Garrett (36) Treasurer and Treasurer since Executive Director of Morgan Stanley & Co.
Morgan Stanley Investment Management Inc. Chief Financial 2002 and Incorporated and Morgan Stanley Investment
1221 Avenue of the Americas 34th Floor Officer Chief Financial Management Inc.; Treasurer and Chief
New York, NY 10020 Officer since Financial Officer of the Institutional
2003 Funds; previously with PriceWaterhouse LLP
(now PriceWaterhouseCoopers LLP).
Michael J. Leary (38) Assistant Assistant Assistant Director and Vice President of
J.P. Morgan Investor Services Co. Treasurer Treasurer since Fund Administration, J.P. Morgan Investor
73 Tremont Street 2003 Services Co. (formerly Chase Global Funds
Boston, MA 02108 Company); formerly Audit Manager at Ernst &
Young LLP.
Mary E. Mullin (37) Secretary Secretary since Executive Director of Morgan Stanley & Co.
Morgan Stanley Investment Management Inc. 2001 Incorporated, Morgan Stanley Investment
1221 Avenue of the Americas 22nd Floor Management Inc. and Morgan Stanley
New York, NY 10020 Investment Advisors Inc.; Secretary of the
Institutional Funds and (since July 2003)
the Retail Funds; formerly practiced law
with the New York law firms of McDermott,
Will & Emery and Skadden, Arps, Slate,
Meagher & Flom LLP.
</Table>
* Each Officer serves an indefinite term, until his or her successor is
elected.
15
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the "Plan"),
each stockholder will be deemed to have elected, unless American Stock Transfer
& Trust Company (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 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. 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 dividend or capital gain 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 dividends and distributions
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.
American Stock Transfer & Trust Company
Dividend Reinvestment and Cash Purchase Plan
59 Maiden Lane
New York, New York 10030
1 (800) 278-4353
16
<Page>
THE LATIN AMERICAN DISCOVERY FUND, INC.
DIRECTORS
CHARLES A. FIUMEFREDDO
MICHAEL BOZIC
EDWIN J. GARN
WAYNE E. HEDIEN
JAMES F. HIGGINS
DR. MANUEL H. JOHNSON
JOSEPH J. KEARNS
MICHAEL NUGENT
FERGUS REID
OFFICERS
CHARLES A. FIUMEFREDDO
CHAIRMAN OF THE BOARD
MITCHELL M. MERIN
PRESIDENT
RONALD E. ROBISON
EXECUTIVE VICE PRESIDENT AND PRINCIPAL EXECUTIVE OFFICER
JOSEPH J. MCALINDEN
VICE PRESIDENT
BARRY FINK
VICE PRESIDENT
AMY R. DOBERMAN
VICE PRESIDENT
STEFANIE V. CHANG
VICE PRESIDENT
JAMES W. GARRETT
TREASURER AND CHIEF FINANCIAL OFFICER
CARSTEN OTTO
CHIEF COMPLIANCE OFFICER
MICHAEL J. LEARY
ASSISTANT TREASURER
MARY E. MULLIN
SECRETARY
INVESTMENT ADVISER AND ADMINISTRATOR
MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
CUSTODIAN
JPMORGAN CHASE BANK
270 PARK AVENUE
NEW YORK, NEW YORK 10017
STOCKHOLDER SERVICING AGENT
AMERICAN STOCK TRANSFER & TRUST COMPANY
59 MAIDEN LANE
NEW YORK, NEW YORK 10030
1 (800) 278-4353
LEGAL COUNSEL
CLIFFORD CHANCE US LLP
31 WEST 52ND STREET
NEW YORK, NEW YORK 10019
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 1(800) 221-6726 OR VISIT OUR WEBSITE AT www.morganstanley.com/im.
(C) 2005 MORGAN STANLEY
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Item 2. Code of Ethics.
(a) The Fund has adopted a code of ethics (the "Code of Ethics") that
applies to its principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the Fund or a
third party.
(b) No information need be disclosed pursuant to this paragraph.
(c) The Fund has amended its Code of Ethics during the period covered by
the shareholder report presented in Item 1 hereto to delete from the end of the
following paragraph on page 2 of the Code the phrase "to the detriment of the
Fund."
(d) Not applicable.
(e) Not applicable.
(f)
(1) The Fund's Code of Ethics is attached hereto as Exhibit A.
(2) Not applicable.
(3) Not applicable.
Item 3. Audit Committee Financial Expert.
The Fund's Board of Directors has determined that it has two "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Directors: Dr. Manuel H. Johnson and Joseph J. Kearns. Under
applicable securities laws, a person who is determined to be an audit committee
financial expert will not be deemed an "expert" for any purpose, including
without limitation for the purposes of Section 11 of the Securities Act of 1933,
as a result of being designated or identified as an audit committee financial
expert. The designation or identification of a person as an audit committee
financial expert does not impose on such person any duties, obligations, or
liabilities that are greater than the duties, obligations, and liabilities
imposed on such person as a member of the audit committee and Board of Directors
in the absence of such designation or identification.
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Item 4. Principal Accountant Fees and Services.
(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:
<Table>
<Caption>
2004 REGISTRANT COVERED ENTITIES(1)
AUDIT FEES $ 67,590 N/A
NON-AUDIT FEES
AUDIT-RELATED FEES $ $ 115,000 (2)
TAX FEES $ 2,700 (3) $ 100,829 (4)
ALL OTHER FEES $ $ 60,985 (6)
TOTAL NON-AUDIT FEES $ 2,700 $ 276,814
TOTAL $ 70,290 $ 276,814
<Caption>
2003 REGISTRANT COVERED ENTITIES(1)
AUDIT FEES $ 64,375 N/A
NON-AUDIT FEES
AUDIT-RELATED FEES $ $ 93,000 (2)
TAX FEES $ 2,575 (3) $ 163,414 (5)
ALL OTHER FEES $ $ 341,775 (6)
TOTAL NON-AUDIT FEES $ 2,575 $ 598,189
TOTAL $ 66,950 $ 598,189
</Table>
N/A- Not applicable, as not required by Item 4.
(1) Covered Entities include the Adviser (excluding sub-advisors) and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Registrant.
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of the financial
statements of the Covered Entities' and funds advised by the Adviser or its
affiliates, specifically attestation services provided in connection with a SAS
70 Report.
(3) Tax Fees represent tax advice and compliance services provided in connection
with the review of the Registrant's tax returns.
(4) Tax Fees represent tax advice services provided to Covered Entities,
including research and identification of PFIC entities.
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(5) All Other Fees represent attestation services provided in connection with
performance presentation standards.
(6) All Other Fees represent attestation services provided in connection with
performance presentation standards, general industry education seminars
provided, and a regulatory review project performed.
<Page>
(e)(1) The audit committee's pre-approval policies and procedures are as
follows:
AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS
AS ADOPTED AND AMENDED JULY 23, 2004,(1)
- - Statement of Principles
The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent
Auditors to the Fund and Covered Entities in order to assure that services
performed by the Independent Auditors do not impair the auditor's independence
from the Fund.
The SEC has issued rules specifying the types of services that an independent
auditor may not provide to its audit client, as well as the audit committee's
administration of the engagement of the independent auditor. The SEC's rules
establish two different approaches to pre-approving services, which the SEC
considers to be equally valid. Proposed services either: may be pre-approved
without consideration of specific case-by-case services by the Audit Committee
("GENERAL PRE-APPROVAL"); or require the specific pre-approval of the Audit
Committee or its delegate ("SPECIFIC PRE-APPROVAL"). The Audit Committee
believes that the combination of these two approaches in this Policy will result
in an effective and efficient procedure to pre-approve services performed by the
Independent Auditors. As set forth in this Policy, unless a type of service has
received general pre-approval, it will require specific pre-approval by the
Audit Committee (or by any member of the Audit Committee to which pre-approval
authority has been delegated) if it is to be provided by the Independent
Auditors. Any proposed services exceeding pre-approved cost levels or budgeted
amounts will also require specific pre-approval by the Audit Committee.
The appendices to this Policy describe the Audit, Audit-related, Tax and All
Other services that have the general pre-approval of the Audit Committee. The
term of any general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee considers and provides a different period and states
otherwise. The Audit Committee will annually review and pre-approve the services
that may be provided by the Independent Auditors without obtaining specific
pre-approval from the Audit Committee. The Audit Committee will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.
- ----------
(1) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and
Procedures (the "POLICY"), adopted as of the date above, supersedes and
replaces all prior versions that may have been adopted from time to time.
<Page>
The purpose of this Policy is to set forth the policy and procedures by which
the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the Independent Auditors to management.
The Fund's Independent Auditors have reviewed this Policy and believes that
implementation of the Policy will not adversely affect the Independent Auditors'
independence.
- - Delegation
As provided in the Act and the SEC's rules, the Audit Committee may delegate
either type of pre-approval authority to one or more of its members. The member
to whom such authority is delegated must report, for informational purposes
only, any pre-approval decisions to the Audit Committee at its next scheduled
meeting.
- - Audit Services
The annual Audit services engagement terms and fees are subject to the specific
pre-approval of the Audit Committee. Audit services include the annual financial
statement audit and other procedures required to be performed by the Independent
Auditors to be able to form an opinion on the Fund's financial statements. These
other procedures include information systems and procedural reviews and testing
performed in order to understand and place reliance on the systems of internal
control, and consultations relating to the audit. The Audit Committee will
approve, if necessary, any changes in terms, conditions and fees resulting from
changes in audit scope, Fund structure or other items.
In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit
services, which are those services that only the Independent Auditors reasonably
can provide. Other Audit services may include statutory audits and services
associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4,
etc.), periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings.
The Audit Committee has pre-approved the Audit services in Appendix B.1. All
other Audit services not listed in Appendix B.1 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).
- - Audit-related Services
Audit-related services are assurance and related services that are reasonably
related to the performance of the audit or review of the Fund's financial
statements and, to the extent they are Covered Services, the Covered Entities or
that are traditionally performed by the Independent Auditors. Because the Audit
Committee believes that the provision of Audit-related services does not impair
the independence of the auditor and is consistent with the SEC's rules on
auditor independence, the Audit Committee may grant general pre-approval to
Audit-related services. Audit-related services include, among others, accounting
consultations related to accounting, financial reporting or disclosure matters
<Page>
not classified as "Audit services"; assistance with understanding and
implementing new accounting and financial reporting guidance from rulemaking
authorities; agreed-upon or expanded audit procedures related to accounting
and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with internal control
reporting requirements under Forms N-SAR and/or N-CSR.
The Audit Committee has pre-approved the Audit-related services in Appendix B.2.
All other Audit-related services not listed in Appendix B.2 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).
- - Tax Services
The Audit Committee believes that the Independent Auditors can provide Tax
services to the Fund and, to the extent they are Covered Services, the Covered
Entities, such as tax compliance, tax planning and tax advice without impairing
the auditor's independence, and the SEC has stated that the Independent Auditors
may provide such services.
Pursuant to the preceding paragraph, the Audit Committee has pre-approved the
Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).
- - All Other Services
The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other
types of non-audit services are permitted. Accordingly, the Audit Committee
believes it may grant general pre-approval to those permissible non-audit
services classified as All Other services that it believes are routine and
recurring services, would not impair the independence of the auditor and are
consistent with the SEC's rules on auditor independence.
The Audit Committee has pre-approved the All Other services in Appendix B.4.
Permissible All Other services not listed in Appendix B.4 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).
- - Pre-Approval Fee Levels or Budgeted Amounts
Pre-approval fee levels or budgeted amounts for all services to be provided by
the Independent Auditors will be established annually by the Audit Committee.
Any proposed services exceeding these levels or amounts will require specific
pre-approval by the Audit Committee. The Audit Committee is mindful of the
overall relationship of fees for audit and non-audit services in determining
whether to pre-approve any such services.
- - Procedures
All requests or applications for services to be provided by the Independent
Auditors that do not require specific approval by the Audit Committee will be
submitted to the Fund's Chief Financial Officer and must include a detailed
description of the services to be
<Page>
rendered. The Fund's Chief Financial Officer will determine whether such
services are included within the list of services that have received the general
pre-approval of the Audit Committee. The Audit Committee will be informed on a
timely basis of any such services rendered by the Independent Auditors. Requests
or applications to provide services that require specific approval by the Audit
Committee will be submitted to the Audit Committee by both the Independent
Auditors and the Fund's Chief Financial Officer, and must include a joint
statement as to whether, in their view, the request or application is consistent
with the SEC's rules on auditor independence.
The Audit Committee has designated the Fund's Chief Financial Officer to monitor
the performance of all services provided by the Independent Auditors and to
determine whether such services are in compliance with this Policy. The Fund's
Chief Financial Officer will report to the Audit Committee on a periodic basis
on the results of its monitoring. Both the Fund's Chief Financial Officer and
management will immediately report to the chairman of the Audit Committee any
breach of this Policy that comes to the attention of the Fund's Chief Financial
Officer or any member of management.
- - Additional Requirements
The Audit Committee has determined to take additional measures on an annual
basis to meet its responsibility to oversee the work of the Independent Auditors
and to assure the auditor's independence from the Fund, such as reviewing a
formal written statement from the Independent Auditors delineating all
relationships between the Independent Auditors and the Fund, consistent with
Independence Standards Board No. 1, and discussing with the Independent Auditors
its methods and procedures for ensuring independence.
- - Covered Entities
Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment
adviser(s) that provides ongoing services to the Fund(s). Beginning with
non-audit service contracts entered into on or after May 6, 2003, the Fund's
audit committee must pre-approve non-audit services provided not only to the
Fund but also to the Covered Entities if the engagements relate directly to the
operations and financial reporting of the Fund. This list of Covered Entities
would include:
MORGAN STANLEY RETAIL FUNDS
Morgan Stanley Investment Advisors Inc.
Morgan Stanley & Co. Incorporated
Morgan Stanley DW Inc.
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Management Limited
Morgan Stanley Investment Management Private Limited
Morgan Stanley Asset & Investment Trust Management Co., Limited
Morgan Stanley Investment Management Company
Van Kampen Asset Management
Morgan Stanley Services Company, Inc.
Morgan Stanley Distributors Inc.
Morgan Stanley Trust FSB
<Page>
MORGAN STANLEY INSTITUTIONAL FUNDS
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Advisors Inc.
Morgan Stanley Investment Management Limited
Morgan Stanley Investment Management Private Limited
Morgan Stanley Asset & Investment Trust Management Co., Limited
Morgan Stanley Investment Management Company
Morgan Stanley & Co. Incorporated
Morgan Stanley Distribution, Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP
(e)(2) Beginning with non-audit service contracts entered into on or after May
6, 2003, the audit committee also is required to pre-approve services to Covered
Entities to the extent that the services are determined to have a direct impact
on the operations or financial reporting of the Registrant. 100% of such
services were pre-approved by the audit committee pursuant to the Audit
Committee's pre-approval policies and procedures (attached hereto).
(f) Not applicable.
(g) See table above.
(h) The audit committee of the Board of Directors has considered whether the
provision of services other than audit services performed by the auditors to the
Registrant and Covered Entities is compatible with maintaining the auditors'
independence in performing audit services.
Item 5. Audit Committee of Listed Registrants.
(a) The Fund has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act whose members are:
Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Manual H. Johnson, Joseph J.
Kearns, Michael Nugent and Fergus Reid.
(b) Not applicable.
Item 6. Schedule of Investments
Refer to Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
<Page>
MORGAN STANLEY INVESTMENT MANAGEMENT
PROXY VOTING POLICY AND PROCEDURES
I. POLICY STATEMENT
INTRODUCTION - Morgan Stanley Investment Management's ("MSIM") policies and
procedures for voting proxies with respect to securities held in the accounts of
clients applies to those MSIM entities that provide discretionary Investment
Management services and for which a MSIM entity has the authority to vote their
proxies. The policies and procedures and general guidelines in this section will
be reviewed and, as necessary, updated periodically to address new or revised
proxy voting issues. The MSIM entities covered by these policies and procedures
currently include the following: Morgan Stanley Investment Advisors Inc., Morgan
Stanley Alternative Investment Partners, L.P., Morgan Stanley AIP GP LP, Morgan
Stanley Investment Management Inc., Morgan Stanley Investment Group Inc., Morgan
Stanley Investment Management Limited, Morgan Stanley Investment Management
Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan
Stanley Investment Management Private Limited, Morgan Stanley Investments LP,
Morgan Stanley Hedge Fund Partners GP LP, Morgan Stanley Hedge Fund Partners LP,
Van Kampen Investment Advisory Corp., Van Kampen Asset Management Inc., and Van
Kampen Advisors Inc. (each a "MSIM Affiliate" and collectively referred to as
the "MSIM Affiliates").
Each MSIM Affiliate will vote proxies as part of its authority to manage,
acquire and dispose of account assets. With respect to the MSIM registered
management investment companies (Van Kampen, Institutional and Advisor
Funds)(collectively referred to as the "MSIM Funds"), each MSIM Fund will vote
proxies pursuant to authority granted under its applicable investment advisory
agreement or, in the absence of such authority, as authorized by its Board of
Directors or Trustees. A MSIM Affiliate will not vote proxies if the "named
fiduciary" for an ERISA account has reserved the authority for itself, or in the
case of an account not governed by ERISA, the Investment Management Agreement
does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in
a prudent and diligent manner, vote proxies in the best interests of clients,
including beneficiaries of and participants in a client's benefit plan(s) for
which we manage assets, consistent with the objective of maximizing long-term
investment returns ("Client Proxy Standard"). In certain situations, a client or
its fiduciary may provide a MSIM Affiliate with a statement of proxy voting
policy. In these situations, the MSIM Affiliate will comply with the client's
policy unless to do so would be inconsistent with applicable laws or regulations
or the MSIM Affiliate's fiduciary responsibility.
PROXY RESEARCH SERVICES - To assist the MSIM Affiliates in their responsibility
for voting proxies and the overall global proxy voting process, Institutional
Shareholder Services ("ISS") and the Investor Responsibility Research Center
("IRRC") have been retained as experts in the proxy voting and corporate
governance area. ISS and IRRC are
<Page>
independent advisers that specialize in providing a variety of fiduciary-level
proxy-related services to institutional investment managers, plan sponsors,
custodians, consultants, and other institutional investors. The services
provided to MSIM Affiliates include in-depth research, global issuer analysis,
and voting recommendations. In addition to research, ISS provides vote
execution, reporting, and recordkeeping. MSIM's Proxy Review Committee (see
Section IV.A. below) will carefully monitor and supervise the services provided
by the proxy research services.
VOTING PROXIES FOR CERTAIN NON-US COMPANIES - While the proxy voting process is
well established in the United States and other developed markets with a number
of tools and services available to assist an investment manager, voting proxies
of non-US companies located in certain jurisdictions, particularly emerging
markets, may involve a number of problems that may restrict or prevent a MSIM
Affiliate's ability to vote such proxies. These problems include, but are not
limited to: (i) proxy statements and ballots being written in a language other
than English; (ii) untimely and/or inadequate notice of shareholder meetings;
(iii) restrictions on the ability of holders outside the issuer's jurisdiction
of organization to exercise votes; (iv) requirements to vote proxies in person,
(v) the imposition of restrictions on the sale of the securities for a period of
time in proximity to the shareholder meeting; and (vi) requirements to provide
local agents with power of attorney to facilitate the MSIM Affiliate's voting
instructions. As a result, clients' non-U.S. proxies will be voted on a best
efforts basis only, consistent with the Client Proxy Standard. ISS has been
retained to provide assistance to the MSIM Affiliates in connection with voting
their clients' non-US proxies.
II. GENERAL PROXY VOTING GUIDELINES
To ensure consistency in voting proxies on behalf of its clients, MSIM
Affiliates will follow (subject to any exception set forth herein) these Proxy
Voting Policies and Procedures, including the guidelines set forth below. These
guidelines address a broad
<Page>
range of issues, including board size and composition, executive compensation,
anti-takeover proposals, capital structure proposals and social responsibility
issues and are meant to be general voting parameters on issues that arise most
frequently. The MSIM Affiliates, however, may vote in a manner that is contrary
to the following general guidelines, pursuant to the procedures set forth in
Section IV. below, provided the vote is consistent with the Client Proxy
Standard.
III. GUIDELINES
A. MANAGEMENT PROPOSALS
1. When voting on routine ballot items the following proposals are
generally voted in support of management, subject to the review and
approval of the Proxy Review Committee, as appropriate.
Selection or ratification of auditors.
Approval of financial statements, director and auditor reports.
Election of Directors.
Limiting Directors' liability and broadening indemnification of
Directors.
- Requirement that a certain percentage (up to 66 2/3%) of its
Board's members be comprised of independent and unaffiliated
Directors.
- Requirement that members of the company's compensation,
nominating and audit committees be comprised of independent or
unaffiliated Directors.
Recommendations to set retirement ages or require specific levels of
stock ownership by Directors.
General updating/corrective amendments to the charter.
Elimination of cumulative voting.
Elimination of preemptive rights.
<Page>
Provisions for confidential voting and independent tabulation of
voting results.
Proposals related to the conduct of the annual meeting except those
proposals that relate to the "transaction of such other
business which may come before the meeting."
2. The following non-routine proposals, which potentially may have a
substantive financial or best interest impact on a shareholder, are
generally voted in support of management, subject to the review and
approval of the Proxy Review Committee, as appropriate.
CAPITALIZATION CHANGES
Capitalization changes that eliminate other classes of stock and
voting rights.
Proposals to increase the authorization of existing classes of
common stock (or securities convertible into common stock) if:
(i) a clear and legitimate business purpose is stated; (ii)
the number of shares requested is reasonable in relation to
the purpose for which authorization is requested; and (iii)
the authorization does not exceed 100% of shares currently
authorized and at least 30% of the new authorization will be
outstanding.
Proposals to create a new class of preferred stock or for issuances
of preferred stock up to 50% of issued capital.
Proposals for share repurchase plans.
Proposals to reduce the number of authorized shares of common or
preferred stock, or to eliminate classes of preferred stock.
Proposals to effect stock splits.
Proposals to effect reverse stock splits if management
proportionately reduces the authorized share amount set forth
in the corporate charter. Reverse stock splits that do not
adjust proportionately to the authorized share amount will
generally be approved if the resulting increase in authorized
shares coincides with the proxy guidelines set forth above for
common stock increases.
COMPENSATION
Director fees, provided the amounts are not excessive relative to
other companies in the country or industry.
<Page>
Employee stock purchase plans that permit discounts up to 15%, but
only for grants that are part of a broad based employee plan,
including all non-executive employees.
Establishment of Employee Stock Option Plans and other employee
ownership plans.
ANTI-TAKEOVER MATTERS
- Modify or rescind existing supermajority vote requirements to
amend the charters or bylaws.
- Adoption of anti-greenmail provisions provided that the
proposal: (i) defines greenmail; (ii) prohibits buyback offers
to large block holders not made to all shareholders or not
approved by disinterested shareholders; and (iii) contains no
anti-takeover measures or other provisions restricting the
rights of shareholders.
3. The following non-routine proposals, which potentially may have a
substantive financial or best interest impact on the shareholder,
are generally voted AGAINST (notwithstanding management support),
subject to the review and approval of the Proxy Review Committee, as
appropriate.
- Capitalization changes that add classes of stock which
substantially dilute the voting interests of existing
shareholders.
- Proposals to increase the authorized number of shares of
existing classes of stock that carry preemptive rights or
supervoting rights.
- Creation of "blank check" preferred stock.
- Changes in capitalization by 100% or more.
- Compensation proposals that allow for discounted stock options
that have not been offered to employees in general.
- Amendments to bylaws that would require a supermajority
shareholder vote to pass or repeal certain provisions.
- Proposals to indemnify auditors.
<Page>
4. The following types of non-routine proposals, which potentially may
have a potential financial or best interest impact on an issuer, are
voted as determined by the Proxy Review Committee.
CORPORATE TRANSACTIONS
- Mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations,
restructurings and recapitalizations) will be examined on a
case-by-case basis. In all cases, ISS and IRRC research and
analysis will be used along with MSIM Affiliates' research and
analysis, based on, among other things, MSIM internal
company-specific knowledge.
- Change-in-control provisions in non-salary compensation plans,
employment contracts, and severance agreements that benefit
management and would be costly to shareholders if triggered.
- Shareholders rights plans that allow appropriate offers to
shareholders to be blocked by the board or trigger provisions
that prevent legitimate offers from proceeding.
Executive/Director stock option plans. Generally, stock option plans
should meet the following criteria:
(i) Whether the stock option plan is incentive based;
(ii) For mature companies, should be no more than 5% of the
issued capital at the time of approval;
(iii) For growth companies, should be no more than 10% of the
issued capital at the time of approval.
ANTI-TAKEOVER PROVISIONS
Proposals requiring shareholder ratification of poison pills.
Anti-takeover and related provisions that serve to prevent the
majority of shareholders from exercising their rights or
effectively deter the appropriate tender offers and other
offers.
B. SHAREHOLDER PROPOSALS
1. The following shareholder proposals are generally supported, subject
to the review and approval of the Proxy Review Committee, as
appropriate:
- Requiring auditors to attend the annual meeting of
shareholders.
<Page>
- Requirement that members of the company's compensation,
nominating and audit committees be comprised of independent or
unaffiliated Directors.
- Requirement that a certain percentage of its Board's members
be comprised of independent and unaffiliated Directors.
- Confidential voting.
- Reduction or elimination of supermajority vote requirements.
2. The following shareholder proposals will be voted as determined by
the Proxy Review Committee.
- Proposals that limit tenure of directors.
- Proposals to limit golden parachutes.
- Proposals requiring directors to own large amounts of stock to
be eligible for election.
- Restoring cumulative voting in the election of directors.
- Proposals that request or require disclosure of executive
compensation in addition to the disclosure required by the
Securities and Exchange Commission ("SEC") regulations.
- Proposals that limit retirement benefits or executive
compensation.
- Requiring shareholder approval for bylaw or charter
amendments.
- Requiring shareholder approval for shareholder rights plan or
poison pill.
- Requiring shareholder approval of golden parachutes.
- Elimination of certain anti-takeover related provisions.
- Prohibit payment of greenmail.
3. The following shareholder proposals are generally not supported,
subject to the review and approval of the Committee, as appropriate.
<Page>
- Requirements that the issuer prepare reports that are costly
to provide or that would require duplicative efforts or
expenditures that are of a non-business nature or would
provide no pertinent information from the perspective of
institutional shareholders.
- Restrictions related to social, political or special interest
issues that impact the ability of the company to do business
or be competitive and that have a significant financial or
best interest impact to the shareholders.
- Proposals that require inappropriate endorsements or corporate
actions.
IV. ADMINISTRATION OF PROXY POLICIES AND PROCEDURES
A. PROXY REVIEW COMMITTEE
1. The MSIM Proxy Review Committee ("Committee") is responsible for
creating and implementing MSIM's Proxy Voting Policy and Procedures
and, in this regard, has expressly adopted them. Following are some
of the functions and responsibilities of the Committee.
(a) The Committee, which will consist of members designated by
MSIM's Chief Investment Officer, is responsible for
establishing MSIM's proxy voting policies and guidelines and
determining how MSIM will vote proxies on an ongoing basis.
(b) The Committee will periodically review and have the authority
to amend as necessary MSIM's proxy voting policies and
guidelines (as expressed in these Proxy Voting Policy and
Procedures) and establish and direct voting positions
consistent with the Client Proxy Standard.
(c) The Committee will meet at least monthly to (among other
matters): (1) address any outstanding issues relating to
MSIM's Proxy Voting Policy and Procedures; and (2) generally
review proposals at upcoming shareholder meetings of MSIM
portfolio companies in accordance with this Policy and
Procedures including, as appropriate, the voting results of
prior shareholder meetings of the same issuer where a similar
proposal was presented to shareholders. The Committee, or its
designee, will timely communicate to ISS MSIM's Proxy Voting
Policy and Procedures (and any amendments to them and/or any
additional guidelines or procedures it may adopt).
(d) The Committee will meet on an ad hoc basis to (among other
matters): (1) authorize "split voting" (i.e., allowing certain
shares of the same issuer that are the subject of the same
proxy solicitation and held by one or more MSIM portfolios to
be voted differently than other shares) and/or "override
voting" (i.e., voting
<Page>
all MSIM portfolio shares in a manner contrary to the
Procedures); (2) review and approve upcoming votes, as
appropriate, for matters for which specific direction has been
provided in Sections I, II, and III above; and (3) determine
how to vote matters for which specific direction has not been
provided in Sections I, II and III above. Split votes will
generally not be approved within a single Global Investor
Group team. The Committee may take into account ISS
recommendations and the research provided by IRRC as well as
any other relevant information they may request or receive.
(e) In addition to the procedures discussed above, if the
Committee determines that an issue raises a potential material
conflict of interest, or gives rise to the appearance of a
potential material conflict of interest, the Committee will
designate a special committee to review, and recommend a
course of action with respect to, the conflict(s) in question
("Special Committee"). The Special Committee may request the
assistance of the Law and Compliance Departments and will have
sole discretion to cast a vote. In addition to the research
provided by ISS and IRRC, the Special Committee may request
analysis from MSIM Affiliate investment professionals and
outside sources to the extent it deems appropriate.
(f) The Committee and the Special Committee, or their designee(s),
will document in writing all of their decisions and actions,
which documentation will be maintained by the Committee and
the Special Committee, or their designee(s) for a period of at
least 6 years. To the extent these decisions relate to a
security held by a MSIM U.S. registered investment company,
the Committee and Special Committee, or their designee(s),
will report their decisions to each applicable Board of
Trustees/Directors of those investment companies at each
Board's next regularly Scheduled Board meeting. The report
will contain information concerning decisions made by the
Committee and Special Committee during the most recently ended
calendar quarter immediately preceding the Board meeting.
(g) The Committee and Special Committee, or their designee(s),
will timely communicate to applicable PMs, the Compliance
Departments and, as necessary to ISS, decisions of the
Committee and Special Committee so that, among other things,
ISS will vote proxies consistent with their decisions.
<Page>
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Required disclosure beginning with fiscal year end 12/31/05.
Item 9. Closed-End Fund Repurchases
<Table>
<Caption>
TOTAL NUMBER OF MAXIMUM NUMBER OF
SHARES PURCHASED SHARES THAT MAY YET
TOTAL NUMBER OF AS PART OF PUBLICLY BE PURCHASED UNDER
SHARES AVERAGE PRICE ANNOUNCED PLANS THE PLANS OR
PERIOD PURCHASED PAID PER SHARE OR PROGRAMS PROGRAMS
- ---------------------------------------------------------------------------------------
July -- -- -- Unlimited
August 11,881 $ 13.49 11,881 Unlimited
September -- -- -- Unlimited
October 10,668 $ 15.09 10,668 Unlimited
November -- -- -- Unlimited
December -- -- -- Unlimited
</Table>
* The Share Repurchase Program commenced on 9/15/1998
** The 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 Board of Directors.
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 registrant's most recent fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Item 12. Exhibits
(a) The Code of Ethics for Principal Executive and Senior Financial Officers is
attached hereto.
(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.
<Page>
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.
(Registrant) The Latin American Discovery Fund, Inc.
--------------------------------------------------------------------
By: /s/ Ronald E. Robison
-----------------------------------------------------------------------------
Name: Ronald E. Robison
Title: Principal Executive Officer
Date: 2/17/2005
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.
By: /s/ Ronald E. Robison
-----------------------------------------------------------------------------
Name: Ronald E. Robison
Title: Principal Executive Officer
Date: 2/17/2005
By: /s/ James W. Garrett
-----------------------------------------------------------------------------
Name: James W. Garrett
Title: Chief Financial Officer
Date: 2/17/2005