UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-06574

 

The Latin American Discovery Fund, Inc.

(Exact name of registrant as specified in charter)

 

522 Fifth Avenue, New York, New York

 

10036

(Address of principal executive offices)

 

(Zip code)

 

John H. Gernon

522 Fifth Avenue, New York, New York 10036

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

212-296-0289

 

 

Date of fiscal year end:

December 31,

 

 

Date of reporting period:

March 29, 2018

 

 



 

Item 1.  Schedule of Investments.

 

The Registrant’s schedule of investments as of the close of the reporting period prepared pursuant to Rule 12-12 of Regulation S-X is as follows:

 



 

The Latin American Discovery Fund, Inc.

Portfolio of Investments

First Quarter Report

March 29, 2018¤ (unaudited)

 

 

 

Shares

 

Value
(000)

 

Common Stocks (98.1%)

 

 

 

 

 

Argentina (1.2%)

 

 

 

 

 

Construction Materials

 

 

 

 

 

Loma Negra Cia Industrial Argentina SA ADR (a) 

 

52,030

 

$

1,109

 

 

 

 

 

 

 

Brazil (65.2%)

 

 

 

 

 

Banks

 

 

 

 

 

Banco Bradesco SA (Preference)

 

349,002

 

4,176

 

Banco Bradesco SA ADR

 

356,846

 

4,239

 

Itau Unibanco Holding SA (Preference)

 

600,983

 

9,340

 

Itau Unibanco Holding SA (Preference) ADR

 

193,793

 

3,023

 

 

 

 

 

20,778

 

Beverages

 

 

 

 

 

Ambev SA

 

78,999

 

576

 

Ambev SA ADR

 

486,378

 

3,536

 

 

 

 

 

4,112

 

Capital Markets

 

 

 

 

 

B3 SA - Brasil Bolsa Balcao

 

477,394

 

3,859

 

Banco BTG Pactual SA (Units) (b) 

 

106,652

 

743

 

PPLA Participations Ltd. (Units) (a)(b) 

 

11,850

 

5

 

 

 

 

 

4,607

 

Containers & Packaging

 

 

 

 

 

Klabin SA (Units) (b) 

 

387,495

 

2,430

 

 

 

 

 

 

 

Food & Staples Retailing

 

 

 

 

 

Atacadao Distribuicao Comercio e Industria Ltda (a) 

 

362,639

 

1,648

 

 

 

 

 

 

 

Food Products

 

 

 

 

 

M Dias Branco SA

 

68,259

 

1,055

 

 

 

 

 

 

 

Health Care Providers & Services

 

 

 

 

 

Qualicorp SA

 

200,043

 

1,350

 

 

 

 

 

 

 

Machinery

 

 

 

 

 

Iochpe-Maxion SA

 

193,809

 

1,536

 

 

 

 

 

 

 

Metals & Mining

 

 

 

 

 

Vale SA

 

66,032

 

844

 

Vale SA ADR

 

94,077

 

1,197

 

 

 

 

 

2,041

 

Multi-Line Retail

 

 

 

 

 

Lojas Americanas SA (Preference)

 

360,130

 

2,055

 

Lojas Renner SA

 

339,218

 

3,529

 

 

 

 

 

5,584

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

Petroleo Brasileiro SA (a) 

 

469,591

 

3,323

 

Petroleo Brasileiro SA (Preference) (a) 

 

842,651

 

5,464

 

Petroleo Brasileiro SA ADR (a) 

 

26,718

 

378

 

 



 

Ultrapar Participacoes SA

 

76,715

 

1,648

 

 

 

 

 

10,813

 

Real Estate Management & Development

 

 

 

 

 

BR Malls Participacoes SA

 

185,470

 

654

 

Multiplan Empreendimentos Imobiliarios SA

 

59,537

 

1,239

 

 

 

 

 

1,893

 

Road & Rail

 

 

 

 

 

Localiza Rent a Car SA

 

255,294

 

2,221

 

 

 

 

 

60,068

 

Chile (9.5%)

 

 

 

 

 

Electric Utilities

 

 

 

 

 

Enel Americas SA

 

9,891,402

 

2,324

 

 

 

 

 

 

 

Multi-Line Retail

 

 

 

 

 

SACI Falabella

 

417,073

 

3,999

 

Real Estate Management & Development

 

 

 

 

 

Parque Arauco SA

 

797,266

 

2,392

 

 

 

 

 

8,715

 

Mexico (16.3%)

 

 

 

 

 

Airlines

 

 

 

 

 

Controladora Vuela Cia de Aviacion SAB de CV (a) 

 

536,191

 

441

 

Controladora Vuela Cia de Aviacion SAB de CV ADR (a) 

 

62,370

 

508

 

 

 

 

 

949

 

Banks

 

 

 

 

 

Grupo Financiero Banorte SAB de CV Series O

 

620,226

 

3,779

 

 

 

 

 

 

 

Beverages

 

 

 

 

 

Fomento Economico Mexicano SAB de CV ADR

 

47,127

 

4,309

 

 

 

 

 

 

 

Construction Materials

 

 

 

 

 

Cemex SAB de CV ADR (a) 

 

291,011

 

1,926

 

 

 

 

 

 

 

Gas Utilities

 

 

 

 

 

Infraestructura Energetica Nova SAB de CV

 

315,678

 

1,548

 

 

 

 

 

 

 

Hotels, Restaurants & Leisure

 

 

 

 

 

Alsea SAB de CV

 

400,515

 

1,408

 

 

 

 

 

 

 

Transportation Infrastructure

 

 

 

 

 

Promotora y Operadora de Infraestructura SAB de CV

 

107,467

 

1,073

 

 

 

 

 

14,992

 

Panama (2.0%)

 

 

 

 

 

Airlines

 

 

 

 

 

Copa Holdings SA, Class A

 

14,284

 

1,837

 

 

 

 

 

 

 

Peru (1.4%)

 

 

 

 

 

Banks

 

 

 

 

 

Credicorp Ltd.

 

5,842

 

1,326

 

 



 

United States (2.5%)

 

 

 

 

 

Internet Software & Services

 

 

 

 

 

MercadoLibre, Inc.

 

6,464

 

2,304

 

Total Common Stocks (Cost $67,616)

 

 

 

90,351

 

 

 

 

No. of
Warrants

 

 

 

Warrant (0.0%)

 

 

 

 

 

Brazil (0.0%)

 

 

 

 

 

Machinery

 

 

 

 

 

Iochpe Maxion SA, expires 6/03/19 (a) (Cost $—)

 

3,946

 

17

 

 

 

 

Shares

 

Value
(000)

 

Short-Term Investment (4.6%)

 

 

 

 

 

Investment Company (4.6%)

 

 

 

 

 

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Class (c) (Cost $4,283)

 

4,282,942

 

4,283

 

Total Investments (102.7%) (Cost $71,899) (d)(e)(f)

 

 

 

94,651

 

Liabilities in Excess of Other Assets (-2.7%)

 

 

 

(2,499

)

Net Assets (100.0%)

 

 

 

$

92,152

 

 

Country assignments and aggregations are based generally on third party vendor classifications and information, and may be different from the assignments and aggregations under the policies set forth in the Fund’s prospectus and/or statement of additional information relating to geographic classifications.

 


¤

 

March 29, 2018 represents the last business day of the Fund’s quarterly period.

(a)

 

Non-income producing security.

(b)

 

Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.

(c)

 

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds - Government Portfolio - (the “Liquidity Funds”), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the three months ended March 29, 2018, advisory fees paid were reduced by approximately $1,000 relating to the Fund’s investment in the Liquidity Funds.

(d)

 

The approximate fair value and percentage of net assets, $8,249,000 and 9.0%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in the Notes to the Portfolio of Investments.

(e)

 

The Fund is permitted to purchase and sell securities (“cross-trade”) from and to other Morgan Stanley Funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the “Rule”). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the three months ended March 29, 2018, the Fund did not engage in any cross-trade transactions.

(f)

 

At March 29, 2018, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $25,436,000 and the aggregate gross unrealized depreciation is approximately $2,684,000, resulting in net unrealized appreciation of approximately $22,752,000.

ADR

 

American Depositary Receipt.

 



 

Portfolio Composition

 

Classification

 

Percentage of
Total Investments

 

Other*

 

42.2

%

Banks

 

27.4

 

Oil, Gas & Consumable Fuels

 

11.4

 

Multi-Line Retail

 

10.1

 

Beverages

 

8.9

 

Total Investments

 

100.0

%

 


*            Industries and/or investment types representing less than 5% of total investments.

 



 

The Latin American Discovery Fund, Inc.

 

Notes to the Portfolio of Investments · March 29, 2018 (unaudited)

 

Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (2) all other equity portfolio securities for which over-the-counter (“OTC”) market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers; (3) certain portfolio securities may be valued by an outside pricing service/vendor approved by the Fund’s Board of Directors (the “Directors”). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads, and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges; (4) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the “Adviser”) determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security’s market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange (“NYSE”). If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors; (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into U.S. dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value as of the close of each business day.

 

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund’s Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund’s Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund’s valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

 

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book

 



 

values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

 

Fair Value Measurement: Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”) 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.

 

· Level 1 — unadjusted quoted prices in active markets for identical investments

 

· Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

· Level 3 — significant unobservable inputs including the Fund’s own assumptions in determining the fair value of investments.  Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer’s financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

 

The following is a summary of the inputs used to value the Fund’s investments as of March 29, 2018:

 

Investment Type

 

Level 1
Unadjusted
quoted
prices
(000)

 

Level 2
Other
significant
observable
inputs
(000)

 

Level 3
Significant
unobservable
inputs
(000)

 

Total
(000)

 

Assets:

 

 

 

 

 

 

 

 

 

Common Stocks

 

 

 

 

 

 

 

 

 

Airlines

 

$

2,345

 

$

441

 

$

 

$

2,786

 

Banks

 

22,104

 

3,779

 

 

25,883

 

Beverages

 

8,421

 

 

 

8,421

 

Capital Markets

 

4,607

 

 

 

4,607

 

Construction Materials

 

3,035

 

 

 

3,035

 

Containers & Packaging

 

2,430

 

 

 

2,430

 

Electric Utilities

 

2,324

 

 

 

2,324

 

Food & Staples Retailing

 

1,648

 

 

 

1,648

 

Food Products

 

1,055

 

 

 

1,055

 

Gas Utilities

 

 

1,548

 

 

1,548

 

Health Care Providers & Services

 

1,350

 

 

 

1,350

 

Hotels, Restaurants & Leisure

 

 

1,408

 

 

1,408

 

Internet Software & Services

 

2,304

 

 

 

2,304

 

Machinery

 

1,536

 

 

 

1,536

 

Metals & Mining

 

2,041

 

 

 

2,041

 

Multi-Line Retail

 

9,583

 

 

 

9,583

 

Oil, Gas & Consumable Fuels

 

10,813

 

 

 

10,813

 

Real Estate Management & Development

 

4,285

 

 

 

4,285

 

Road & Rail

 

2,221

 

 

 

2,221

 

Transportation Infrastructure

 

 

1,073

 

 

1,073

 

Total Common Stocks

 

82,102

 

8,249

 

 

90,351

 

Warrant

 

17

 

 

 

17

 

Short-Term Investment

 

 

 

 

 

 

 

 

 

Investment Company

 

4,283

 

 

 

4,283

 

Total Assets

 

$

86,402

 

$

8,249

 

$

 

$

94,651

 

 



 

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment’s valuation changes. The Fund recognizes transfers between the levels as of the end of the period. As of March 29, 2018, securities with a total value of approximately $8,249,000 transferred from Level 1 to Level 2. Securities that were valued using unadjusted quoted prices at December 31, 2017, were valued using other significant observable inputs at March 29, 2018. At March 29, 2018, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

 

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment’s valuation changes. The Fund recognizes transfers between the levels as of the end of the period. As of March 29, 2018, securities with a total value of approximately $40,351,000 transferred from Level 2 to Level 1. Securities that were valued using other significant observable inputs at December 31, 2017, were valued using unadjusted quoted prices at March 29, 2018. At December 31, 2017, the fair value of certain securities were adjusted due to developments which occurred between the time of the close of the foreign markets on which they trade and the close of business on the NYSE which resulted in their Level 2 classification.

 



 

Item 2.  Controls and Procedures.

 

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the registrant in this Form N-Q 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 fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 3.  Exhibits.

 

(a) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto.

 



 

SIGNATURES

 

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

 

The Latin American Discovery Fund, Inc.

 

 

 

/s/ John H. Gernon

 

John H. Gernon

 

Principal Executive Officer

 

May 17, 2018

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ John H. Gernon

 

John H. Gernon

 

Principal Executive Officer

 

May 17, 2018

 

 

 

/s/ Francis Smith

 

Francis Smith

 

Principal Financial Officer

 

May 17, 2018