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 31, 2016

 

 



 

Item 1.  Schedule of Investments.

 

The Fund’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 31, 2016 (unaudited)

 

 

 

Shares

 

Value
(000)

 

Common Stocks (98.0%)

 

 

 

 

 

Argentina (1.8%)

 

 

 

 

 

Banks

 

 

 

 

 

BBVA Banco Frances SA ADR

 

45,858

 

$

916

 

 

 

 

 

 

 

Electric Utilities

 

 

 

 

 

Pampa Energia SA ADR (a) 

 

14,680

 

314

 

 

 

 

 

1,230

 

Brazil (45.2%)

 

 

 

 

 

Banks

 

 

 

 

 

Banco Bradesco SA (Preference)

 

288,432

 

2,172

 

Banco Bradesco SA ADR

 

294,915

 

2,197

 

Itau Unibanco Holding SA (Preference)

 

546,349

 

4,742

 

Itau Unibanco Holding SA (Preference) ADR

 

176,176

 

1,513

 

 

 

 

 

10,624

 

Beverages

 

 

 

 

 

Ambev SA

 

64,911

 

340

 

Ambev SA ADR

 

486,378

 

2,519

 

 

 

 

 

2,859

 

Capital Markets

 

 

 

 

 

BTG Pactual Group (Units) (b) 

 

82,354

 

398

 

 

 

 

 

 

 

Diversified Telecommunication Services

 

 

 

 

 

Telefonica Brasil SA (Preference)

 

116,800

 

1,469

 

Telefonica Brasil SA ADR

 

12,223

 

153

 

 

 

 

 

1,622

 

Food & Staples Retailing

 

 

 

 

 

Raia Drogasil SA

 

172,160

 

2,500

 

 

 

 

 

 

 

Food Products

 

 

 

 

 

BRF SA

 

230,986

 

3,296

 

 

 

 

 

 

 

Health Care Providers & Services

 

 

 

 

 

Qualicorp SA

 

195,052

 

807

 

 

 

 

 

 

 

Internet Software & Services

 

 

 

 

 

MercadoLibre, Inc.

 

8,800

 

1,037

 

 

 

 

 

 

 

Machinery

 

 

 

 

 

Iochpe-Maxion SA

 

118,858

 

418

 

 

 

 

 

 

 

Metals & Mining

 

 

 

 

 

Vale SA

 

19,206

 

81

 

Vale SA (Preference)

 

45,850

 

145

 

Vale SA (Preference) ADR

 

50,341

 

157

 

Vale SA ADR

 

47,049

 

198

 

 

 

 

 

581

 

Multi-line Retail

 

 

 

 

 

Lojas Americanas SA (Preference)

 

172,330

 

797

 

 



 

Lojas Renner SA

 

241,267

 

1,395

 

 

 

 

 

2,192

 

Oil, Gas & Consumable Fuels

 

 

 

 

 

Petroleo Brasileiro SA (a) 

 

26,553

 

78

 

Petroleo Brasileiro SA (Preference) (a) 

 

335,846

 

780

 

Petroleo Brasileiro SA ADR (a) 

 

26,718

 

156

 

Ultrapar Participacoes SA

 

128,998

 

2,504

 

 

 

 

 

3,518

 

Real Estate Management & Development

 

 

 

 

 

Multiplan Empreendimentos Imobiliarios SA

 

55,130

 

824

 

 

 

 

 

30,676

 

Chile (7.4%)

 

 

 

 

 

Electric Utilities

 

 

 

 

 

Enersis Americas SA

 

4,701,268

 

1,302

 

Enersis Americas SA ADR

 

14,050

 

195

 

 

 

 

 

1,497

 

Multi-line Retail

 

 

 

 

 

SACI Falabella

 

339,850

 

2,369

 

 

 

 

 

 

 

Real Estate Management & Development

 

 

 

 

 

Parque Arauco SA

 

620,867

 

1,140

 

 

 

 

 

5,006

 

Colombia (4.0%)

 

 

 

 

 

Construction Materials

 

 

 

 

 

Cementos Argos SA

 

162,162

 

628

 

Cemex Latam Holdings SA (a) 

 

143,811

 

618

 

 

 

 

 

1,246

 

Diversified Financial Services

 

 

 

 

 

Grupo de Inversiones Suramericana SA

 

14,800

 

197

 

Grupo de Inversiones Suramericana SA (Preference)

 

96,814

 

1,265

 

 

 

 

 

1,462

 

 

 

 

 

2,708

 

Mexico (33.3%)

 

 

 

 

 

Banks

 

 

 

 

 

Grupo Financiero Banorte SAB de CV Series O

 

620,226

 

3,515

 

 

 

 

 

 

 

Beverages

 

 

 

 

 

Fomento Economico Mexicano SAB de CV ADR

 

68,120

 

6,561

 

 

 

 

 

 

 

Chemicals

 

 

 

 

 

Mexichem SAB de CV

 

627,959

 

1,537

 

 

 

 

 

 

 

Construction Materials

 

 

 

 

 

Cemex SAB de CV ADR (a) 

 

500,307

 

3,642

 

 

 

 

 

 

 

Household Products

 

 

 

 

 

Kimberly-Clark de Mexico SAB de CV, Class A

 

378,272

 

914

 

 



 

Industrial Conglomerates

 

 

 

 

 

Alfa SAB de CV

 

1,480,129

 

2,979

 

 

 

 

 

 

 

Multi-line Retail

 

 

 

 

 

El Puerto de Liverpool SAB de CV

 

124,344

 

1,469

 

 

 

 

 

 

 

Real Estate Investment Trusts (REITs)

 

 

 

 

 

Concentradora Fibra Hotelera Mexicana SA de CV REIT

 

635,352

 

586

 

 

 

 

 

 

 

Transportation Infrastructure

 

 

 

 

 

Promotora y Operadora de Infraestructura SAB de CV

 

105,515

 

1,399

 

 

 

 

 

22,602

 

Panama (1.7%)

 

 

 

 

 

Airlines

 

 

 

 

 

Copa Holdings SA, Class A

 

16,738

 

1,134

 

 

 

 

 

 

 

Peru (4.6%)

 

 

 

 

 

Banks

 

 

 

 

 

Credicorp Ltd.

 

23,855

 

3,125

 

Total Common Stocks (Cost $66,401)

 

 

 

66,481

 

 

 

 

 

 

 

Short-Term Investment (2.0%)

 

 

 

 

 

Investment Company (2.0%)

 

 

 

 

 

Morgan Stanley Institutional Liquidity Funds - Money Market Portfolio - Institutional Class (c) (Cost $1,372)

 

1,371,977

 

1,372

 

Total Investments (100.0%) (Cost $67,773) (d)

 

 

 

67,853

 

Other Assets in Excess of Liabilities (0.0%) (e)

 

 

 

29

 

Net Assets (100.0%)

 

 

 

$

67,882

 

 


(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 - Money Market 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 31, 2016, advisory fees paid were reduced by less than $500 relating to the Fund’s investment in the Liquidity Funds.

(d)

At March 31, 2016, the aggregate cost for Federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $12,570,000 and the aggregate gross unrealized depreciation is approximately $12,490,000 resulting in net unrealized appreciation of approximately $80,000.

(e)

Amount is less than 0.05%.

ADR

American Depositary Receipt.

REIT

Real Estate Investment Trust.

 



 

Portfolio Composition

 

Classification

 

Percentage of
Total Investments

 

Other*

 

38.0

%

Banks

 

26.8

 

Beverages

 

13.9

 

Multi-line Retail

 

8.9

 

Construction Materials

 

7.2

 

Oil, Gas & Consumable Fuels

 

5.2

 

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 31, 2016 (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), if there were no sales on a given day, the security is valued at the mean between the last reported bid and asked prices; (2) all other equity portfolio securities for which over-the-counter (“OTC”) market quotations are readily available are valued at its latest reported sales price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the “Adviser”) or Morgan Stanley Investment Management Limited (“MSIM Limited”) (the “Sub-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 Fund’s Board of Directors (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; (4) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into United States dollar equivalents at the prevailing market rates prior to the close of the NYSE; (5) 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; and (6) short-term debt securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, unless the Adviser determines such valuation does not reflect the securities’ market value, in which case these securities will be valued at their fair market value determined by the Adviser.

 

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 31, 2016.

 

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

 

$

1,134

 

$

 

$

 

$

1,134

 

Banks

 

18,180

 

 

 

18,180

 

Beverages

 

9,420

 

 

 

9,420

 

Capital Markets

 

398

 

 

 

398

 

Chemicals

 

1,537

 

 

 

1,537

 

Construction Materials

 

4,888

 

 

 

4,888

 

Diversified Financial Services

 

1,462

 

 

 

1,462

 

Diversified Telecommunication Services

 

1,622

 

 

 

1,622

 

Electric Utilities

 

1,811

 

 

 

1,811

 

Food & Staples Retailing

 

2,500

 

 

 

2,500

 

Food Products

 

3,296

 

 

 

3,296

 

Health Care Providers & Services

 

807

 

 

 

807

 

Household Products

 

914

 

 

 

914

 

Industrial Conglomerates

 

2,979

 

 

 

2,979

 

Internet Software & Services

 

1,037

 

 

 

1,037

 

Machinery

 

418

 

 

 

418

 

Metals & Mining

 

581

 

 

 

581

 

Multi-line Retail

 

6,030

 

 

 

6,030

 

Oil, Gas & Consumable Fuels

 

3,518

 

 

 

3,518

 

Real Estate Investment Trusts (REITs)

 

586

 

 

 

586

 

Real Estate Management & Development

 

1,964

 

 

 

1,964

 

Transportation Infrastructure

 

1,399

 

 

 

1,399

 

Total Common Stocks

 

66,481

 

 

 

66,481

 

Short-Term Investment

 

 

 

 

 

 

 

 

 

Investment Company

 

1,372

 

 

 

1,372

 

Total Assets

 

$

67,853

 

$

 

$

 

$

67,853

 

 

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 31, 2016, securities with a total value of approximately $30,263,000 transferred from Level 2 to Level 1. Securities that were valued using significant other inputs at December 31, 2015 were valued using unadjusted quoted prices at March 31, 2016.

 



 

Item 2.  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-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 Fund’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 Fund’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 19, 2016

 

 

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 19, 2016

 

 

/s/ Francis Smith

 

Francis Smith

 

Principal Financial Officer

 

May 19, 2016