UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

 

 

 811-06574 

 

 

 

 

 

 

 

The Latin American Discovery Fund, Inc.

(Exact name of registrant as specified in charter)

 

522 Fifth Avenue New York, NY

 

10036

(Address of principal executive offices)

 

(Zip code)

 

Ronald E. Robison

522 Fifth Avenue New York, New York 10036

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

1-800-231-2608

 

 

Date of fiscal year end:

12/31

 

 

Date of reporting period:

6/30/08

 

 

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.

 



 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

The Fund’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

 



 

 

2008 Semi-Annual Report

 

 

 

June 30, 2008

 

 

The Latin American Discovery

Fund, Inc. (LDF)

 

Morgan Stanley

Investment Management Inc.

Investment Adviser

 



 

 

The Latin American Discovery Fund, Inc.

 

 

 

Overview (unaudited)

 

Letter to Stockholders

 

Performance

 

For the six months ended June 30, 2008, The Latin American Discovery Fund, Inc. (the “Fund”) had total returns, based on net asset value and market value per share (including reinvestment of distributions), of 8.55%, net of fees and 2.88%, respectively, compared to its benchmark, the Morgan Stanley Capital International (MSCI) Emerging Markets Latin America Net Index (the “Index”) which returned 9.32%. On June 30, 2008, the closing price of the Fund’s shares on the New York Stock Exchange was $26.95, representing a 7.0% discount to the Fund’s net asset value per share. Past performance is no guarantee of future results.

 

Factors Affecting Performance

 

·                  Latin American equities outpaced both the developed and emerging markets for the six-month review period. Returns were especially strong in the second quarter, when the MSCI Emerging Markets Latin America Net Index returned 10.9%.

 

·                  The region has proven relatively resilient in the face of a global sell-off in equity markets, benefiting from the strength in commodity prices and local currencies. The surge in energy prices has been particularly supportive to energy exporters such as Brazil, Argentina, Columbia and Mexico, but a hindrance for importers such as Chile.

 

·                  Chile was also hampered during the period by declining prices for its key exports, copper and other metals. Our underweight in the market was the largest contributor to relative returns.

 

·                  Among the largest detractors from performance was our underweight to Brazil, which outperformed during the period. Stock selection and overweight allocation in Mexico also hampered relative results.

 

Management Strategies

 

·                  We reduced the Fund’s exposure to Brazil to an underweight in the first quarter, and continued to reduce its holdings in the second quarter. With rising inflationary concerns leading to the first central bank rate increase since 2005, we reduced the Fund’s holdings of financial companies in the market. We also trimmed the Fund’s commodity exposure in that market due to concerns over valuations and excessively positive sentiment.

 

·                  In Argentina, we maintained the Fund’s underweight position in the belief that the country’s economy is vulnerable to both a global economic slowdown as well as domestic energy shortages. The new administration of Cristina Fernandez de Kirchner also faces high inflation and deteriorating fiscal conditions.

 

·                  We used the first quarter correction in Mexico’s equity market to add to the Fund’s weighting in the country. Growing access to credit and low penetration levels in the mortgage and other consumer-oriented sectors led us to an overweighted position in companies our research indicated were likely to benefit from these trends, as well as from a potential increase in infrastructure spending.

 

 

Sincerely,

 

 

 

 

Ronald E. Robison

 

President and Principal Executive Officer

July  2008

 

2

 



 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Investment Advisory

Agreement Approval

 

Nature, Extent and Quality of Services

 

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Adviser under the Advisory Agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Fund’s Administrator under the Administration Agreement, including accounting, clerical, bookkeeping, compliance, business management and planning, and the provision of supplies, office space and utilities at the Investment Adviser’s expense. (The Investment Adviser, Sub-Adviser and Administrator together are referred to as the “Adviser” and the Advisory, Sub-Advisory and Administration Agreements together are referred to as the “Management Agreement.”) The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper Inc. (“Lipper”).

 

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund. The Board also concluded that the overall quality of the advisory and administrative services was satisfactory.

 

Performance Relative to Comparable Funds Managed by Other Advisers

 

On a regular basis, the Board reviews the performance of all funds in the Morgan Stanley Fund Complex, including the Fund, compared to their peers, paying specific attention to the underperforming funds. In addition, the Board specifically reviewed the Fund’s performance for the one-, three- and five-year periods ended December 31, 2007, as shown in a report provided by Lipper (the “Lipper Report”), compared to the performance of comparable funds selected by Lipper (the “performance peer group”). The Board also discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. The Board concluded that the Fund’s performance was competitive with that of its performance peer group.

 

Fees Relative to Other Proprietary Funds Managed by the Adviser with Comparable Investment Strategies

 

The Board noted that the Adviser did not manage any other proprietary funds with investment strategies comparable to those of the Fund.

 

Fees and Expenses Relative to Comparable Funds Managed by Other Advisers

 

The Board reviewed the advisory and administrative fee (together, the “management fee”) rate and total expense ratio of the Fund as compared to the average management fee rate and average total expense ratio for funds, selected by Lipper (the “expense peer group”), managed by other advisers with investment strategies comparable to those of the Fund, as shown in the Lipper Report. The Board concluded that the Fund’s management fee rate was acceptable as the total expense ratio was competitive with that of its expense peer group.

 

Breakpoints and Economies of Scale

 

The Board reviewed the structure of the Fund’s management fee schedule under the Management Agreement and noted that it does not include any breakpoints. The Board considered that the Fund is a closed-end fund and, therefore, that the Fund’s assets are not likely to grow with new sales or grow significantly as a result of capital appreciation. The Board concluded that economies of scale for the Fund were not a factor that needed to be considered at the present time.

 

Profitability of the Adviser and Affiliates

 

The Board considered information concerning the costs incurred and profits realized by the Adviser and affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. Based on its review of the information it received, the Board concluded that the profits earned by the Adviser and affiliates were not excessive in light of the advisory, administrative and other services provided to the Fund.

 

3

 



 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Investment Advisory

Agreement Approval (cont’d)

 

Fall-Out Benefits

 

The Board considered so-called “fall-out benefits” derived by the Adviser and affiliates from their relationship with the Fund and the Morgan Stanley Fund Complex, such as commissions on the purchase and sale of Fund shares and “float” benefits derived from handling of checks for purchases and sales of Fund shares, through a broker-dealer affiliate of the Adviser and “soft dollar” benefits (discussed in the next section). The Board also considered that, from time to time, the Adviser may, directly or indirectly, effect trades on behalf of certain Morgan Stanley Funds through various electronic communications networks or other alternative trading systems in which the Adviser’s affiliates have ownership interests and/or board seats. The Board concluded that the sales commissions were competitive with those of other broker-dealers and the fall-out benefits were relatively small.

 

Soft Dollar Benefits

 

The Board considered whether the Adviser realizes any benefits as a result of brokerage transactions executed through “soft dollar” arrangements. Under such arrangements, brokerage commissions paid by the Fund and/or other funds managed by the Adviser would be used to pay for research that a securities broker obtains from third parties, or to pay for both research and execution services from securities brokers who effect transactions for the Fund. The Board recognized that the receipt of such research from brokers may reduce the Adviser’s costs but concluded that the receipt of such research strengthens the investment management resources of the Adviser, which may ultimately benefit the Fund and other funds in the Morgan Stanley Fund Complex.

 

Adviser Financially Sound and Financially Capable of Meeting the Fund’s Needs

 

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement.

 

Historical Relationship Between the Fund and the Adviser

 

The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund’s operations and the Board’s confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that it is beneficial for the Fund to continue its relationship with the Adviser.

 

Other Factors and Current Trends

 

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund’s Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund’s business.

 

General Conclusion

 

After considering and weighing all of the above factors, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year.

 

4

 



 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Portfolio of Investments

 

 

 

 

 

Value

 

 

 

Shares

 

(000)

 

COMMON STOCKS (97.7%)

 

 

 

 

 

(Unless Otherwise Noted)

 

 

 

 

 

Argentina (2.7%)

 

 

 

 

 

Energy Equipment & Services

 

 

 

 

 

Tenaris S.A. ADR

 

86,539

 

$

6,447

 

Brazil (64.5%)

 

 

 

 

 

Airlines

 

 

 

 

 

Tam S.A. ADR

 

142,825

 

2,731

 

Commercial Banks

 

 

 

 

 

Banco do Brasil S.A.

 

184,412

 

3,001

 

Banco Itau Holding Financeira S.A.

 

 

 

 

 

(Preference)

 

113,525

 

2,295

 

Banco Itau Holding Financeira

 

 

 

 

 

S.A. ADR (Preference)

 

330,882

 

6,720

 

Banco Nacional S.A. (Preference) (a)(b)(c)

 

95,420,000

 

 

Investimentos Itau S.A. ADR

 

2,261

 

14

 

Investimentos Itau S.A. (Preference)

 

305,401

 

1,940

 

Unibanco S.A.

 

153,872

 

1,951

 

Unibanco S.A. GDR

 

64,510

 

8,188

 

 

 

 

 

24,109

 

Diversified Financial Services

 

 

 

 

 

Bradespar S.A. (Preference)

 

90,000

 

2,425

 

Diversified Telecommunication Services

 

 

 

 

 

Tele Norte Leste Participacoes S.A.

 

68,775

 

1,974

 

Food Products

 

 

 

 

 

Perdigao S.A.

 

146,051

 

3,953

 

Household Durables

 

 

 

 

 

Construtora Tenda S.A.

 

(a)249,494

 

1,689

 

Cyrela Brazil Realty S.A.

 

256,558

 

3,540

 

Gafisa S.A.

 

102,040

 

1,757

 

Gafisa S.A. ADR

 

4,776

 

164

 

 

 

 

 

7,150

 

Insurance

 

 

 

 

 

Amil Participacoes S.A.

 

267,820

 

2,414

 

Media

 

 

 

 

 

NET Servicos de Comunicacao

 

 

 

 

 

S.A. (Preference)

 

(a)242,396

 

3,027

 

Metals & Mining

 

 

 

 

 

Cia Siderurgica Nacional S.A.

 

80,121

 

3,548

 

CVRD, ‘A’ (Preference)

 

67,212

 

1,998

 

CVRD ADR

 

1,045,832

 

31,208

 

Usinas Siderurgicas de Minas

 

 

 

 

 

Gerais S.A.

 

144,159

 

6,780

 

Usinas Siderurgicas de Minas

 

 

 

 

 

Gerais S.A., ‘A’ (Preference)

 

61,674

 

3,034

 

 

 

 

 

46,568

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

Petroleo Brasileiro S.A. (Preference)

 

197,546

 

 

 5,696

 

Petroleo Brasileiro S.A. ADR

 

 

 

 

 

(Preference)

 

799,328

 

46,321

 

 

 

 

 

52,017

 

Road & Rail

 

 

 

 

 

Localiza Rent a Car S.A.

 

257,102

 

2,887

 

Transportation Infrastructure

 

 

 

 

 

Cia de Concessoes Rodoviarias

 

96,353

 

1,902

 

 

 

 

 

151,157

 

Chile (2.1%)

 

 

 

 

 

Airlines

 

 

 

 

 

Lan Airlines S.A. ADR

 

134,819

 

1,381

 

Commercial Banks

 

 

 

 

 

Banco Santander Chile S.A. ADR

 

83,261

 

3,581

 

 

 

 

 

4,962

 

Colombia (1.5%)

 

 

 

 

 

Commercial Banks

 

 

 

 

 

BanColombia S.A. ADR (Preference)

 

63,412

 

1,990

 

Food & Staples Retailing

 

 

 

 

 

Almacenes Exito S.A. GDR

 

(d)220,000

 

1,465

 

 

 

 

 

3,455

 

Luxembourg (1.8%)

 

 

 

 

 

Wireless Telecommunication Services

 

 

 

 

 

Millicom International Cellular S.A.

 

39,849

 

4,124

 

Mexico (22.9%)

 

 

 

 

 

Commercial Banks

 

 

 

 

 

Grupo Financiero Banorte SAB de

 

 

 

 

 

CV, ‘O’

 

1,677,499

 

7,889

 

Construction & Engineering

 

 

 

 

 

Empresas ICA SAB de CV

 

(a)566,191

 

3,545

 

Food & Staples Retailing

 

 

 

 

 

Wal-Mart de Mexico SAB de CV ADR

 

23,709

 

945

 

Wal-Mart de Mexico SAB de CV, ‘V’

 

2,590,813

 

10,312

 

 

 

 

 

11,257

 

Household Durables

 

 

 

 

 

Corporacion GEO SAB de CV, ‘B’

 

(a)842,382

 

2,819

 

Desarrolladora Homex SAB de

 

 

 

 

 

CV ADR

 

(a)38,164

 

2,235

 

Urbi Desarrollos Urbanos S.A. de CV

 

(a)849,016

 

2,935

 

 

 

 

 

7,989

 

Media

 

 

 

 

 

Megacable Holdings SAB de CV

 

(a)415,300

 

1,208

 

Metals & Mining

 

 

 

 

 

Grupo Mexico SAB de CV, ‘B’

 

1,697,455

 

3,851

 

 

The accompanying notes are an integral part of the financial statements.

5

 



 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Portfolio of Investments (cont’d)

 

 

 

 

 

Value

 

 

 

Shares

 

(000)

 

Mexico (cont’d)

 

 

 

 

 

Wireless Telecommunication Services

 

 

 

 

 

America Movil SAB de CV, ‘L’ ADR

 

341,604

 

18,020

 

 

 

 

 

53,759

 

Panama (0.8%)

 

 

 

 

 

Airlines

 

 

 

 

 

Copa Holdings S.A., ‘A’

 

69,136

 

1,947

 

Peru (1.4%)

 

 

 

 

 

Metals & Mining

 

 

 

 

 

Cia de Minas Buenaventura S.A. ADR

 

49,800

 

3,256

 

TOTAL COMMON STOCKS (Cost $139,055)

 

 

 

229,107

 

SHORT-TERM INVESTMENT (2.0%)

 

 

 

 

 

United States (2.0%)

 

 

 

 

 

Investment Company

 

 

 

 

 

Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class
(Cost $4,586)

 

(e)4,585,945

 

4,586

 

TOTAL INVESTMENTS (99.7%) (Cost $143,641)

 

 

 

233,693

 

OTHER ASSETS IN EXCESS OF LIABILITIES (0.3%)

 

 

 

692

 

NET ASSETS (100%)

 

 

 

$234,385

 

 

(a)    Non-income producing security.

(b)    Security has been deemed illiquid at June 30, 2008.

(c)    Security was valued at fair value — At June 30, 2008, the Fund held a fair valued security valued at less than $500, representing less than 0.05% of net assets.

(d)    144A Security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(e)    See Note G within the Notes to Financial Statements regarding investment in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class.

ADR American Depositary Receipt

GDR Global Depositary Receipt

 

Foreign Currency Exchange Contract Information:

 

The Fund had the following foreign currency exchange contract(s) open at period end:

 

 

 

 

 

 

 

 

 

 

 

Net

 

Currency

 

 

 

 

 

In

 

 

 

Unrealized

 

to

 

 

 

 

 

Exchange

 

 

 

Appreciation

 

Deliver

 

Value

 

Settlement

 

For

 

Value

 

(Depreciation)

 

(000)

 

(000)

 

Date

 

(000)

 

(000)

 

(000)

 

 

 

 

 

 

 

 

 

 

 

 

 

BRL     1,334

 

$     832

 

7/1/08

 

USD    837

 

$     837

 

$           5

 

 

BRL     7,984

 

4,980

 

7/2/08

 

USD 4,942

 

4,942

 

(38

)

 

BRL     3,393

 

2,116

 

7/3/08

 

USD 2,126

 

2,126

 

10

 

 

MXN  41,728

 

4,046

 

7/1/08

 

USD 4,047

 

4,047

 

1

 

 

MXN    1,949

 

189

 

7/2/08

 

USD    190

 

190

 

1

 

 

USD        443

 

443

 

7/1/08

 

BRL    704

 

439

 

(4

)

 

 

 

$ 12,606

 

 

 

 

 

$12,581

 

$        (25

)

 

BRL         Brazilian Real

MXN       Mexican Peso

USD         United States Dollar

 

Graphic Presentation of Portfolio Holdings

 

The following graph depicts the Fund’s holdings by industry and/or security type, as a percentage of total investments.

 

 

*Industries which do not appear in the above graph, as well as those which represent less than 5% of total investments, if applicable, are included in the category labeled “Other”.

 

6

The accompanying notes are an integral part of the financial statements.

 



 

 

The Latin American Discovery Fund, Inc.

 

 

 

Financial Statements

 

Statement of Assets and Liabilities

 

June 30, 2008
(unaudited)
(000)

 

Assets:

 

 

 

Investments in Securities of Unaffiliated Issuers, at Value (Cost $139,055)

 

229,107

 

Investment in Security of Affiliated Issuer, at Value (Cost $4,586)

 

4,586

 

Total Investment in Securities, at Value (Cost $143,641)

 

233,693

 

Cash

 

@—

 

Receivable for Investments Sold

 

31,281

 

Foreign Currency, at Value (Cost $1,124)

 

1,126

 

Dividends Receivable

 

194

 

Unrealized Appreciation on Foreign Currency Exchange Contracts

 

17

 

Receivable from Affiliate

 

1

 

Other Assets

 

12

 

Total Assets

 

266,324

 

Liabilities:

 

 

 

Payable For:

 

 

 

Dividends Declared

 

30,042

 

Investments Purchased

 

1,478

 

Investment Advisory Fees

 

253

 

Custodian Fees

 

31

 

Directors’ Fees and Expenses

 

8

 

Administration Fees

 

7

 

Unrealized Depreciation on Foreign Currency Exchange Contracts

 

42

 

Other Liabilities

 

78

 

Total Liabilities

 

31,939

 

Net Assets

 

 

 

Applicable to 8,085,047, Issued and Outstanding $0.01 Par Value Shares (100,000,000 Shares Authorized)

 

234,385

 

Net Asset Value Per Share

 

$     28.99

 

Net Assets Consist of:

 

 

 

Common Stock

 

$         81

 

Paid-in Capital

 

102,161

 

Undistributed (Distributions in Excess of) Net Investment Income

 

913

 

Accumulated Net Realized Gain (Loss)

 

41,219

 

Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Exchange Contracts and Translations

 

90,011

 

Net Assets

 

234,385

 

@ Amount is less than $500.

 

 

 

 

The accompanying notes are an integral part of the financial statements.

7

 


 

 

The Latin American Discovery Fund, Inc.

 

 

 

Financial Statements

 

Statement of Operations

 

Six Months Ended
June 30, 2008
(unaudited)
(000)

 

Investment Income

 

 

 

Dividends from Securities of Unaffiliated Issuers (Net of $27 of Foreign Taxes Withheld)

 

$   2,499

 

Dividends from Security of Affiliated Issuer

 

114

 

Total Investment Income

 

2,613

 

Expenses

 

 

 

Investment Advisory Fees (Note B)

 

1,449

 

Administration Fees (Note C)

 

101

 

Custodian Fees (Note D)

 

73

 

Professional Fees

 

37

 

Stockholder Reporting Expenses

 

16

 

Directors’ Fees and Expenses

 

3

 

Stockholder Servicing Agent Fees

 

2

 

Country Tax Expenses†

 

2

 

Other Expenses

 

24

 

Total Expenses

 

1,707

 

Waiver of Administration Fees (Note C)

 

(58

)

Rebate from Morgan Stanley Affiliated Cash Sweep (Note G)

 

(4

)

Expense Offset (Note D)

 

(@—

)

Net Expenses

 

1,645

 

Net Investment Income (Loss)

 

968

 

Net Realized Gain (Loss) on:

 

 

 

Investments

 

41,958

 

Foreign Currency Transactions

 

(127

)

Net Realized Gain (Loss)

 

41,831

 

Change in Unrealized Appreciation (Depreciation) on:

 

 

 

Investments

 

(26,537

)

Foreign Currency Exchange Contracts and Translations

 

(43

)

Change in Unrealized Appreciation (Depreciation)

 

(26,580

)

Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation)

 

15,251

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$16,219

 

 

†    CPMF (Provisional Contribution on Financial Transactions) is a Brazilian federal tax imposed on certain banking transactions and account withdrawals. The tax is charged based on the value of the transaction.

@  Amount is less than $500.

 

8

The accompanying notes are an integral part of the financial statements.

 


 

 

The Latin American Discovery Fund, Inc.

 

 

 

Financial Statements

 

 

Statements of Changes in Net Assets

 

Six Months Ended
June 30, 2008

(unaudited)
(000)

 

Year Ended
December 31, 2007

(000)

 

 

 

 

Increase (Decrease) in Net Assets

 

 

 

 

 

Operations:

 

 

 

 

 

Net Investment Income (Loss)

 

$       968

 

$    2,733

 

Net Realized Gain (Loss)

 

41,831

 

69,026

 

Change in Unrealized Appreciation (Depreciation)

 

(26,580

)

14,029

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

16,219

 

85,788

 

Distributions from and/or in Excess of:

 

 

 

 

 

Net Investment Income

 

(128

)

(4,447

)

Net Realized Gain

 

(29,915

)

(58,537

)

Total Distributions

 

(30,043

)

(62,984

)

Capital Share Transactions:

 

 

 

 

 

Reinvestment of Distributions (10,496 shares in 2008)

 

312

 

 

Repurchase of Shares (5,500 shares in 2007)

 

 

(137

)

Net Increase (Decrease) in Net Assets Resulting from Capital Shares Transactions

 

312

 

(137

)

Total Increase (Decrease)

 

(13,512

)

22,667

 

Net Assets:

 

 

 

 

 

Beginning of Period

 

247,897

 

225,230

 

End of Period (Including Undistributed (Distributions in Excess of) Net
Investment Income of $913 and $73, respectively)

 

$234,385

 

$247,897

 

 

The accompanying notes are an integral part of the financial statements.

9

 


 

 

The Latin American Discovery Fund, Inc.

 

 

 

Financial Highlights

 

Selected Per Share Data and Ratios

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2008

 

Year Ended December 31,

 

 

 

(unaudited)

 

2007

 

2006

 

2005

 

2004

 

2003

 

Net Asset Value, Beginning of Period

 

$    30.70

 

$    27.87

 

$     25.96

 

$    21.08

 

$    14.71

 

$      9.33

 

Net Investment Income (Loss)†

 

0.12

 

0.34

 

0.29

 

0.45

 

0.27

 

0.27

 

Net Realized and Unrealized Gain (Loss) on Investments

 

1.89

 

10.29

 

10.61

 

10.65

 

6.36

 

5.39

 

Total from Investment Operations

 

2.01

 

10.63

 

10.90

 

11.10

 

6.63

 

5.66

 

Distributions from and/or in Excess of:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Investment Income

 

(0.02

)

(0.55

)

(0.60

)

(0.46

)

(0.27

)

(0.29

)

Net Realized Gain

 

(3.70

)

(7.25

)

(8.39

)

(5.78

)

 

 

Total Distributions

 

(3.72

)

(7.80

)

(8.99

)

(6.24

)

(0.27

)

(0.29

)

Anti-Dilutive Effect of Share Repurchase Program

 

 

0.00

 

0.02

 

0.01

 

0.01

 

Net Asset Value, End of Period

 

$    28.99

 

$    30.70

 

$    27.87

 

$    25.96

 

$    21.08

 

$    14.71

 

Per Share Market Value, End of Period

 

$    26.95

 

$    30.11

 

$    26.70

 

$    22.71

 

$    18.27

 

$    12.79

 

TOTAL INVESTMENT RETURN:

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Value

 

2.88

%*

43.76

%

64.51

%

55.62

%

45.09

%

72.01

%

Net Asset Value (1)

 

8.55

%*

40.32

%

50.27

%

54.23

%

45.55

%

61.12

%

RATIOS, SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets, End of Period (Thousands)

 

$234,385

 

$247,897

 

$225,230

 

$209,743

 

$190,492

 

$157,131

 

Ratio of Expenses to Average Net Assets(2)

 

1.30

%+**

1.29

%+

1.35

%

1.37

%

1.45

%

1.47

%

Ratio of Net Investment Income (Loss) to Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets(2)

 

0.77

%+**

1.07

%+

1.01

%

1.83

%

1.65

%

2.40

%

Portfolio Turnover Rate

 

28

%*

57

%

59

%

63

%

60

%

71

%

(2) Supplemental Information on the Ratios to
Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios Before Expenses Waived by Administrator:

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Expenses to Average Net Assets

 

1.35

%+**

1.34

%+

1.40

%

1.41

%

1.46

%

N/A

 

Ratio of Net Investment Income (Loss) to Average
Net Assets

 

0.72

%+**

1.02

%+

0.96

%

1.79

%

1.64

%

N/A

 

 

(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 amounts are based on average shares outstanding.

#

Amount is less than $0.005 per share.

*

Not Annualized

**

Annualized

+

Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets were effected by less than 0.005%.

 

10

The accompanying notes are an integral part of the financial statements.

 


 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

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, as amended (the “1940 Act”). The Fund’s investment objective is long-term capital appreciation through investments primarily in equity securities of Latin American issuers and by investing, from time to time, in debt securities issued or guaranteed by a Latin American government or governmental entity.

 

A. Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles. 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: Securities listed on a foreign exchange are valued at their closing price except as noted below. 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. 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. Debt securities purchased with remaining maturities of 60 days or less are valued at amortized cost, if it approximates market 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 (the “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 Directors.

 

2.               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) on investments in securities are included in the reported net realized and unrealized gains (losses) on investment transactions and balances.

 

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency 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

 

11


 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Notes to Financial Statements (cont’d)

 

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 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.

 

3.                Derivatives: 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 products. 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:

 

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.

 

4.               New Accounting Pronouncement: On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of SFAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of SFAS 161 and its impact on the financial statements has not yet been determined.

 

5.               Fair Value Measurement: The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”), effective January 1, 2008. In accordance with SFAS 157, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. SFAS 157 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.

 

Level 1 – quoted prices in active markets for identical securities

 

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, pre-payment speeds, credit risk, etc.)

 

12


 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Notes to Financial Statements (cont’d)

 

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of June 30, 2008 in valuing the Fund’s investments carried at value:

 

Valuation Inputs

 

Investments
in Securities
(000)

 

Other
Financial
Instruments*
(000)

Level 1- Quoted Prices

 

$

226,698

 

$

Level 2- Other Significant Observable Inputs

 

6,995

 

(25)

Level 3- Significant Unobservable Inputs

 

 

Total

 

$

233,693

 

$

(25)

 

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

 

 

 

 

 

Other

 

 

Investments

 

Financial

 

 

in Securities

 

Instruments*

 

 

(000)

 

(000)

Balance as of 12/31/07

 

$

^

$

Accrued discounts/premiums

 

 

Realized gain (loss)

 

 

Change in unrealized appreciation (depreciation)

 

 

Net purchases (sales)

 

 

Net transfers in and/or out of Level 3

 

 

Balance as of 6/30/08

 

$

^

$

The amount of total realized gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at 6/30/08

 

$

 

$

 

* Other financial instruments include forwards.

^ Includes a security which is valued at zero.

 

6.               Other: Security transactions are accounted for on the date the securities are purchased or sold. Realized gains (losses) on the sale of investment securities are determined on the specific identified cost basis. Interest income is recognized on the accrual basis. Dividend income and distributions are recorded on the ex-dividend date (except certain dividends which may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes.

 

B.    Investment Advisory Fees:    Morgan Stanley Investment Management Inc. (the “Adviser” or “MS Investment Management”) 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: MS Investment Management also serves as Administrator to the Fund pursuant to an Administration Agreement. Under the Administration Agreement, the administration fee is 0.08% of the Fund’s average weekly net assets. MS Investment Management has agreed to limit the administration fee so that it will be no greater than the previous administration fee of 0.02435% of the Fund’s average weekly net assets plus $24,000 per annum. This waiver is voluntary and may be terminated at any time. For the six months ended June 30, 2008, approximately $58,000 of administration fees were waived pursuant to this arrangement. Under a sub-administration agreement between the Administrator and JPMorgan Investor Services Co. (“JPMIS”), a corporate affiliate of JPMorgan Chase Bank, N.A., JPMIS provides certain administrative services to the Fund. For such services, the Administrator pays JPMIS a portion of the fee the Administrator receives from the Fund. Administration costs (including out-of-pocket expenses) incurred in the ordinary course of providing services under the administration agreement, except pricing services and extraordinary expenses, are covered under the administration fee.

 

D.    Custodian Fees:    JPMorgan Chase Bank, N.A., (the “Custodian”) 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.

 

The Fund has entered into an arrangement with its Custodian whereby credits realized on uninvested cash balances were used

 

13


 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Notes to Financial Statements (cont’d)

 

to offset a portion of the Fund’s expenses. These custodian credits are shown as “Expense Offset” on the Statement of Operations.

 

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. The Fund files tax returns with the U.S. Internal Revenue Service and various states. Generally, the tax authorities can examine all tax returns filed for the last three years.

 

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 Fund adopted the provisions of the Financial Accounting Standards Board’s (“FASB”) Interpretation number 48 Accounting for Uncertainty in Income Taxes (the “Interpretation”), on June 30, 2007. The Interpretation is to be applied to all open tax years as of the date of effectiveness. As of June 30, 2008, this did not result in an impact to the Fund’s financial statements.

 

The tax character of distributions paid may differ from the character of distributions shown on the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal 2007 and 2006 were as follows:

 

2007 Distributions
Paid From:
(000)

 

2006 Distributions
Paid From:
(000)

 

 

 

Long-term

 

 

 

Long-term

 

Ordinary

 

Capital

 

Ordinary

 

Capital

 

Income

 

Gain

 

Income

 

Gain

 

$12,274

 

$50,710

 

$16,629

 

$56,077

 

 

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. These 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 (losses) on certain investment transactions and the timing of the deductibility of certain expenses.

 

Permanent differences, primarily due to differing treatments of gains (losses) related to basis adjustments on certain equity securities designated as issued by passive foreign investment companies and foreign currency transactions, resulted in the following reclassifications among the components of net assets at December 31, 2007:

 

Increase (Decrease)

 

Accumulated

 

 

 

 

 

Undistributed

 

 

 

 

 

(Distributions in

 

 

 

 

 

Excess of) Net

 

Accumulated

 

 

 

Investment

 

Net Realized

 

Paid-in

 

Income (Loss)

 

Gain (Loss)

 

Capital

 

(000)

 

(000)

 

(000)

 

$2,017

 

$(2,017)

 

$ —

 

 

At December 31, 2007, the components of distributable earnings on a tax basis were as follows:

 

Undistributed

 

Undistributed

Ordinary Income

 

Long-term Capital Gain

(000)

 

(000)

$4,562

 

$25,479

 

At June 30, 2008, the U.S. Federal income tax cost basis of investments was approximately $143,641,000 and, accordingly, net unrealized appreciation for U.S. Federal income tax purposes was $90,052,000 of which $94,852,000 related to appreciated securities and $4,800,000 related to depreciated securities.

 

Net capital, currency and passive foreign investment company (“PFIC”) 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 six months ended December 31, 2007, the Fund deferred to January 2, 2008, for U.S. Federal income tax purposes, post-October currency losses of approximately $35,000.

 

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.            Security Transactions and Transactions with Affiliates: The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Money Market Portfolio, an open-end management investment company managed by the Adviser. Investment Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of advisory and administration fees paid by the Morgan Stanley Institutional Liquidity

 

14


 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Notes to Financial Statements (cont’d)

 

Money Market Portfolio. For the six months ended June 30, 2008, advisory fees paid were reduced by approximately $4,000 relating to the Fund’s investment in the Morgan Stanley Institutional Liquidity Money Market Portfolio.

 

A summary of the Fund’s transactions in shares of the affiliated issuer during the six months ended June 30, 2008 is as follows:

 

Market Value

 

 

 

 

 

 

 

Market Value

 

December 31,

 

Purchases

 

Sales

 

Dividend

 

June 30,

 

2007

 

at Cost

 

Proceeds

 

Income

 

2008

 

(000)

 

(000)

 

(000)

 

(000)

 

(000)

 

$37,972

 

 

$38,824

 

 

$72,210

 

 

$114

 

 

$4,586

 

 

 

During the six months ended June 30, 2008, the Fund made purchases and sales totaling approximately $69,238,000 and $97,949,000, 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.

 

H. Other: 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 six months ended June 30, 2008, the Fund did not repurchase any of its shares. Since the inception of the program, the Fund has repurchased 2,160,938 of its shares at an average discount of 18.88% 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 Directors.

 

On June 20, 2008, the Officers of the Fund, pursuant to authority granted by the Directors, declared a distribution of $0.0158 per share, derived from net investment income, and $3.7000 per share, derived from capital gains, payable on July15, 2008, to stockholders of record on June 30, 2008.

 

I. Supplemental Proxy Information: On June 19, 2008, an annual meeting of the Fund’s stockholders was held for the purpose of voting on the following matter, the results of which were as follows:

 

Election of Directors by all stockholders:

 

 

 

For

 

Withhold

 

Kathleen A. Dennis

 

5,475,469

 

164,759

 

Joseph J. Kearns

 

5,474,082

 

166,145

 

Michael E. Nugent

 

5,472,663

 

167,564

 

Fergus Reid

 

5,474,930

 

165,297

 

 

For More Information About Portfolio Holdings

 

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund’s second and fourth fiscal quarters. The semi-annual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to Fund stockholders and makes these reports available on its public website, www.morganstanley.com/msim. 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 e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

 

In addition to filing a complete schedule of portfolio holdings with the SEC each fiscal quarter, the Fund makes portfolio holdings information available by periodically providing the information on its public website, www.morganstanley.com/msim.

 

The Fund provides a complete schedule of portfolio holdings on the public website on a calendar-quarter basis approximately 31 calendar days after the close of the calendar quarter. The Fund also provides Top 10 holdings information on the public website approximately 15 business days following the end of each month. You may obtain copies of the Fund’s monthly or calendar-quarter website postings, by calling 1(800) 231-2608.

 

15


 

 

The Latin American Discovery Fund, Inc.

 

 

 

June 30, 2008 (unaudited)

 

Notes to Financial Statements (cont’d)

 

Proxy Voting Policy and Procedures and Proxy Voting Record

 

A copy of (1) the Fund’s policies and procedures with respect to the voting of proxies relating to the Fund’s portfolio securities; and (2) how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, is available without charge, upon request, by calling 1 (800) 548-7786 or by visiting our website at www.morganstanley.com/msim. This information is also available on the SEC’s website at www.sec.gov.

 

16


 

 

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 Computershare Trust Company, N.A. (the “Plan Agent”) is otherwise instructed by the stockholder in writing, to have all distributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares.

 

Dividend and capital gain distributions will be reinvested on the reinvestment date in full and fractional shares. If the market price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants at net asset value or, if net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of the market price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at market price. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestment requirements at the discretion of the Board of Directors. Should the Fund declare a 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.

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, Rhode Island 02940-3078

1(800) 231-2608

 

17


 

 

The Latin American Discovery Fund, Inc.

 

Morgan Stanley Institutional Closed-End Funds

An Important Notice Concerning Our

U.S. Privacy Policy (unaudited)

 

We are required by federal law to provide you with a copy of our Privacy Policy annually.

 

The following Policy applies to current and former individual investors in Morgan Stanley Institutional closed-end funds. This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders. Please note that we may amend this Policy at any time, and will inform you of any changes to this Policy as required by law.

 

We Respect Your Privacy

We appreciate that you have provided us with your personal financial information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what non-public personal information we collect about you, why we collect it, and when we may share it with others. We hope this Policy will help you understand how we collect and share non-public personal information that we gather about you. Throughout this Policy, we refer to the non-public information that personally identifies you or your accounts as ‘‘personal information.’’

 

1. What Personal Information Do We Collect About You?

To serve you better and manage our business, it is important that we collect and maintain accurate information about you. We may obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our Web sites and from third parties and other sources.

 

For example:

·                  We may collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through applications and other forms you submit to us.

 

·                  We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.

 

·                  We may obtain information about your creditworthiness and credit history from consumer reporting agencies.

 

·                  We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.

 

·                  If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer’s operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of ‘‘cookies.’’ ‘‘Cookies’’ recognize your computer each time you return to one of our sites, and help to improve our sites’ content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies.

 

2.     When Do We Disclose Personal Information We Collect About You?

To provide you with the products and services you request, to serve you better and to manage our business, we may disclose personal information we collect about you to our affiliated companies and to non-affiliated third parties as required or permitted by law.

 

A. Information We Disclose to Our Affiliated Companies. We do not disclose personal information that we collect about you to our affiliated companies except to enable them to provide services on our behalf or as otherwise required or permitted by law.

 

18


 

 

The Latin American Discovery Fund, Inc.

 

Morgan Stanley Institutional Closed-End Funds

An Important Notice Concerning Our

U.S. Privacy Policy (cont’d)

 

B. Information We Disclose to Third Parties. We do not disclose personal information that we collect about you to non-affiliated third parties except to enable them to provide services on our behalf, to perform joint marketing agreements with other financial institutions, or as otherwise required or permitted by law. For example, some instances where we may disclose information about you to nonaffiliated third parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with these companies, they are required to limit their use of personal information to the particular purpose for which it was shared and they are not allowed to share personal information with others except to fulfill that limited purpose.

 

3. How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?

We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information, and we require them to adhere to confidentiality standards with respect to such information.

 

19


 

The Latin American Discovery Fund, Inc.

 

Directors

 

Michael E. Nugent

Kevin Klingert

 

Vice President

Frank L. Bowman

 

 

Dennis F. Shea

Michael Bozic

Vice President

 

 

Kathleen A. Dennis

Amy R. Doberman

 

Vice President

James F. Higgins

 

 

Stefanie V. Chang Yu

Dr. Manuel H. Johnson

Vice President

 

 

Joseph J. Kearns

James W. Garrett

 

Treasurer and Chief

Michael F. Klein

Financial Officer

 

 

W. Allen Reed

Carsten Otto

 

Chief Compliance Officer

Fergus Reid

 

 

Mary E. Mullin

Officers

Secretary

Michael E. Nugent

 

Chairman of the Board and

 

Director

 

 

Ronald E. Robison

President and Principal

Executive Officer

 

Investment Adviser and Administrator

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, New York 10036

 

Custodian

JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, New York 10017

 

Stockholder Servicing Agent

Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021

 

Legal Counsel

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

 

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) 231-2608 or visit our website at www.morganstanley.com/msim. All investments involve risks, including the possible loss of principal.

 

© 2008 Morgan Stanley

 

CELDFSAN IU08-04294I-Y06/08

 


 

Item 2. Code of Ethics.

 

Not applicable for semiannual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semiannual reports.

 

Item 4. Principal Accountant Fees and Services

 

Not applicable for semiannual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable for semiannual reports.

 

Item 6. Schedule of Investments

 

(a)                        Refer to Item 1.

 

(b)                       Not used.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End

Management Investment Companies.

 

Not applicable for semiannual reports.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies

 

Applicable only to annual reports filed by closed-end funds.

 

Item 9. Closed-End Fund Repurchases

 

None

 

Item 10. Submission of Matters to a Vote of Security Holders

 

Not applicable.

 

Item 11. Controls and Procedures

 

(a)  The Fund’s principal executive officer and principal financial officer have concluded  that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities

 



 

and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

 

(b)  There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably  likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits

 

(a) Code of Ethics - Not applicable for semiannual reports.

 

(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

The Latin American Discovery Fund, Inc.

 

 

 

By:

/s/ Ronald E. Robison

 

Name:

Ronald E. Robison

Title:

Principal Executive Officer

Date:

August 15, 2008

 

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:

August 15, 2008

 

 

 

 

By:

/s/ James W. Garrett

 

Name:

James W. Garrett

Title:

Principal Financial Officer

Date:

August 15, 2008