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: | 811-08050 | |
Exact name of registrant as specified in charter: | The Asia Tigers Fund, Inc. | |
Address of principal executive offices: | 1735 Market Street, 32nd Floor | |
Philadelphia, PA 19103 | ||
Name and address of agent for service: | Ms. Andrea Melia | |
Aberdeen Asset Management Inc. | ||
1735 Market Street 32nd Floor | ||
Philadelphia, PA 19103 | ||
Registrants telephone number, including area code: | 1-866-839-5205 | |
Date of fiscal year end: | October 31 | |
Date of reporting period: | October 31, 2014 |
Item 1 Reports to Stockholders.
The Report to Shareholders is attached herewith.
Letter to Shareholders (unaudited)
1 | The MSCI AC (All Country) Asia ex Japan Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of Asia, excluding Japan. The MSCI AC Asia ex Japan Index consists of the following 10 developed and emerging market country indices: China, Hong Kong, India, Indonesia, Korea, Malaysia, Philippines, Singapore, Taiwan, and Thailand. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. |
The Asia Tigers Fund, Inc.
1
Letter to Shareholders (unaudited) (concluded)
All amounts are U.S. dollars unless otherwise stated.
The Asia Tigers Fund, Inc.
2
Report of the Investment Manager (unaudited)
1 | The MSCI India Index is designed to measure the performance of the large- and mid-cap segments of the Indian market. With 73 constituents, the index covers approximately 85% of the Indian equity universe. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. |
2 | The MSCI Golden Dragon Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the China region. The MSCI Golden Dragon Index captures the equity market performance of large and mid-cap China securities (H shares, B shares, Red-Chips and P-Chips) and non-domestic China securities listed in Hong Kong and Taiwan. |
The Asia Tigers Fund, Inc.
3
Report of the Investment Manager (unaudited) (concluded)
The Asia Tigers Fund, Inc.
4
Portfolio Summary (unaudited)
The following table summarizes the composition of the Funds portfolio, in Standard & Poors Global Industry Classification Standard (GICS) sectors, expressed as a percentage of net assets. The GICS structure consists of 10 sectors, 24 industry groups, 67 industries and 156 subindustries. An industry classification standard sector can include more than one industry group. As of October 31, 2014, the Fund had less than 25% of its assets invested in any industry group. The sectors, as classified by GICS sectors, are comprised of several industries.
As of October 31, 2014, the Fund held 98.2% of its net assets in equities, 1.7% in a short-term investment and 0.1% in other assets in excess of liabilities.
Asset Allocation by Sector
Top Sectors | Percentage of Net Assets | |||
Financials |
44.8% | |||
Information Technology |
13.1% | |||
Industrials |
10.4% | |||
Telecommunication Services |
8.7% | |||
Materials |
6.1% | |||
Consumer Staples |
5.3% | |||
Energy |
5.0% | |||
Consumer Discretionary |
4.8% | |||
Other |
1.8% | |||
100.0% |
The following table summarizes the composition of the Funds portfolio, in Geographic classification, expressed as a percentage of net assets as of October 31, 2014.
Geographic Asset Breakdown
Top Countries | Percentage of Net Assets | |||
Hong Kong |
26.2% | |||
Singapore |
20.5% | |||
India |
15.0% | |||
China |
7.0% | |||
Taiwan |
6.2% | |||
Republic of South Korea |
5.4% | |||
Thailand |
5.0% | |||
Philippines |
4.2% | |||
Malaysia |
3.6% | |||
United States |
3.2% | |||
Other |
3.7% | |||
100.0% |
The Asia Tigers Fund, Inc.
5
Top Ten Equity Holdings (unaudited)
The following were the Funds top ten holdings as of October 31, 2014:
Name of Security | Percentage of Net Assets | |||
Swire Pacific Ltd., Class B |
5.1% | |||
Oversea-Chinese Banking Corp. Ltd. |
5.0% | |||
Jardine Strategic Holdings Ltd. |
4.9% | |||
Housing Development Finance Corp. Ltd. |
4.4% | |||
Taiwan Semiconductor Manufacturing Co. Ltd. |
4.1% | |||
AIA Group Ltd. |
4.1% | |||
HSBC Holdings PLC |
3.9% | |||
China Mobile Ltd. |
3.6% | |||
Infosys Ltd. |
3.5% | |||
PetroChina Co. Ltd., H Shares |
3.4% |
Total Investment Returns (unaudited)
The following table summarizes the average annual Fund performance compared to the Funds benchmark of MSCI AC Asia Ex Japan Index for the 1-year, 3-year, 5-year and 10-year periods as of October 31, 2014.
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Net Asset Value (NAV) |
3.3% | 5.3% | 5.1% | 10.5% | ||||||||||||
Market Value |
1.9% | 4.2% | 4.0% | 10.2% | ||||||||||||
MSCI AC Asia ex Japan Index |
6.0% | 7.8% | 7.7% | 11.2% |
Aberdeen Asset Management Asia Limited has entered into a written contract with the Fund to waive fees or limit expenses without which performance would be lower. This contract may not be terminated before December 18, 2014. Returns represent past performance. See Note 3 and Note 12 in the Notes to Financial Statements for further information. Total investment return at net asset value is based on changes in the net asset value of Fund shares and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the Funds dividend reinvestment program. Total investment return at market value is based on changes in the market price at which the Funds shares traded on the NYSE during the period and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the Funds dividend reinvestment program. Because the Funds shares trade in the stock market based on investor demand, the Fund may trade at a price higher or lower than its NAV. Therefore, returns are calculated based on both market price and NAV. Past performance is no guarantee of future results. The performance information provided does not reflect the deduction of taxes that a shareholder would pay on distributions received from the Fund. The current performance of the Fund may be lower or higher than the figures shown. The Funds yield, return, market price and NAV will fluctuate. Performance information current to the most recent month-end is available at www.aberdeengrr.com by calling 866-839-5205.
The net operating expense ratio excluding fee waivers based on the fiscal year ended October 31, 2014 was 2.80%. The net expense ratio after fee waivers and/or expense reimbursements based on the fiscal year ended October 31, 2014 was 2.33%.
The Asia Tigers Fund, Inc.
6
Portfolio of Investments
As of October 31, 2014
Shares | Description | Value (US$) |
||||||
|
LONG-TERM INVESTMENTS98.2% |
| ||||||
|
COMMON STOCKS95.2% |
| ||||||
|
CHINA7.0% |
| ||||||
|
OIL, GAS & CONSUMABLE FUELS3.4% |
| ||||||
1,284,000 | PetroChina Co. Ltd., H Shares (a) |
$ | 1,609,151 | |||||
|
WIRELESS TELECOMMUNICATION SERVICES3.6% |
| ||||||
139,200 | China Mobile Ltd. (a) |
1,735,587 | ||||||
Total China |
3,344,738 | |||||||
|
HONG KONG26.2% |
| ||||||
|
BANKS4.8% |
| ||||||
181,839 | HSBC Holdings PLC (a) |
1,860,686 | ||||||
8,766 | HSBC Holdings PLC, ADR |
447,241 | ||||||
2,307,927 | ||||||||
|
FOOD & STAPLES RETAILING1.6% |
| ||||||
81,900 | Dairy Farm International Holdings Ltd. |
786,240 | ||||||
|
INDUSTRIAL CONGLOMERATES4.9% |
| ||||||
65,500 | Jardine Strategic Holdings Ltd. (a) |
2,334,857 | ||||||
|
INSURANCE4.1% |
| ||||||
346,000 | AIA Group Ltd. (a) |
1,930,827 | ||||||
|
REAL ESTATE MANAGEMENT & DEVELOPMENT8.0% |
| ||||||
442,000 | Hang Lung Properties Ltd. (a) |
1,380,246 | ||||||
992,500 | Swire Pacific Ltd., Class B (a) |
2,408,990 | ||||||
3,789,236 | ||||||||
|
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT1.0% |
| ||||||
43,900 | ASM Pacific Technology Ltd. (a) |
483,771 | ||||||
|
TEXTILES, APPAREL & LUXURY GOODS1.8% |
| ||||||
580,000 | Global Brands Group Holding Ltd. (b) |
127,889 | ||||||
580,000 | Li & Fung Ltd. (a) |
707,616 | ||||||
835,505 | ||||||||
Total Hong Kong |
12,468,363 | |||||||
|
INDIA15.0% |
| ||||||
|
AUTOMOBILES1.6% |
| ||||||
14,944 | Hero MotoCorp Ltd. (a) |
745,987 | ||||||
|
BANKS2.2% |
| ||||||
39,706 | ICICI Bank Ltd. (a) |
1,053,552 | ||||||
|
CONSTRUCTION MATERIALS2.7% |
| ||||||
31,500 | UltraTech Cement Ltd. (a) |
1,306,639 | ||||||
|
INFORMATION TECHNOLOGY SERVICES3.5% |
| ||||||
25,281 | Infosys Ltd. (a) |
1,677,030 | ||||||
|
THRIFTS & MORTGAGE FINANCE4.4% |
| ||||||
116,508 | Housing Development Finance Corp. Ltd. (a) |
2,090,232 |
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
7
Portfolio of Investments (continued)
As of October 31, 2014
Shares | Description | Value (US$) |
||||||
|
LONG-TERM INVESTMENTS (continued) |
| ||||||
|
COMMON STOCKS (continued) |
| ||||||
|
INDIA (continued) |
| ||||||
|
TOBACCO0.6% |
| ||||||
46,000 | ITC Ltd. (a) |
$ | 265,615 | |||||
Total India |
7,139,055 | |||||||
|
INDONESIA0.9% |
| ||||||
|
HOUSEHOLD PRODUCTS0.9% |
| ||||||
176,000 | Unilever Indonesia Tbk PT (a) |
443,127 | ||||||
|
MALAYSIA3.6% |
| ||||||
|
BANKS2.3% |
| ||||||
321,308 | CIMB Group Holdings Bhd (a) |
634,468 | ||||||
85,200 | Public Bank Bhd |
480,234 | ||||||
1,114,702 | ||||||||
|
TOBACCO1.3% |
| ||||||
28,700 | British American Tobacco Bhd (a) |
606,827 | ||||||
Total Malaysia |
1,721,529 | |||||||
|
PHILIPPINES4.2% |
| ||||||
|
BANKS2.0% |
| ||||||
460,428 | Bank of Philippine Islands (a) |
975,644 | ||||||
|
REAL ESTATE MANAGEMENT & DEVELOPMENT2.2% |
| ||||||
1,380,000 | Ayala Land, Inc. (a) |
1,031,168 | ||||||
Total Philippines |
2,006,812 | |||||||
|
REPUBLIC OF SOUTH KOREA2.4% |
| ||||||
|
FOOD & STAPLES RETAILING0.9% |
| ||||||
2,180 | E-Mart Co. Ltd. (a) |
404,497 | ||||||
|
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS1.5% |
| ||||||
613 | Samsung Electronics Co. Ltd. (a) |
714,845 | ||||||
Total Republic of South Korea |
1,119,342 | |||||||
|
SINGAPORE20.5% |
| ||||||
|
AEROSPACE & DEFENSE3.0% |
| ||||||
485,000 | Singapore Technologies Engineering Ltd. (a) |
1,415,980 | ||||||
|
BANKS8.8% |
| ||||||
39,289 | DBS Group Holdings Ltd. (a) |
565,189 | ||||||
312,350 | Oversea-Chinese Banking Corp. Ltd. (a) |
2,406,065 | ||||||
68,715 | United Overseas Bank Ltd. (a) |
1,231,075 | ||||||
4,202,329 | ||||||||
|
DIVERSIFIED TELECOMMUNICATION SERVICES2.9% |
| ||||||
476,000 | Singapore Telecommunications Ltd. (a) |
1,401,000 | ||||||
|
INDUSTRIAL CONGLOMERATES2.5% |
| ||||||
162,300 | Keppel Corp. Ltd. (a) |
1,190,181 | ||||||
|
REAL ESTATE INVESTMENT TRUST (REIT)0.1% |
| ||||||
33,684 | Keppel REIT Management Ltd. (a) |
32,011 |
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
8
Portfolio of Investments (concluded)
As of October 31, 2014
Shares | Description | Value (US$) |
||||||
|
LONG-TERM INVESTMENTS (continued) |
| ||||||
|
COMMON STOCKS (continued) |
| ||||||
|
SINGAPORE (continued) |
| ||||||
|
REAL ESTATE MANAGEMENT & DEVELOPMENT3.2% |
| ||||||
206,000 | City Developments Ltd. (a) |
$ | 1,516,144 | |||||
Total Singapore |
9,757,645 | |||||||
|
TAIWAN6.2% |
| ||||||
|
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT4.1% |
| ||||||
447,583 | Taiwan Semiconductor Manufacturing Co. Ltd. (a) |
1,940,214 | ||||||
|
WIRELESS TELECOMMUNICATION SERVICES2.1% |
| ||||||
305,000 | Taiwan Mobile Co. Ltd. |
989,710 | ||||||
Total Taiwan |
2,929,924 | |||||||
|
THAILAND5.0% |
| ||||||
|
CONSTRUCTION MATERIALS3.4% |
| ||||||
115,200 | Siam Cement PCL, Foreign Shares (a) |
1,600,121 | ||||||
|
OIL, GAS & CONSUMABLE FUELS1.6% |
| ||||||
172,000 | PTT Exploration & Production PCL, Foreign Shares (a) |
773,295 | ||||||
Total Thailand |
2,373,416 | |||||||
|
UNITED KINGDOM2.7% |
| ||||||
|
BANKS2.7% |
|||||||
86,814 | Standard Chartered PLC (a) |
1,306,781 | ||||||
|
UNITED STATES1.5% |
| ||||||
|
HOTELS, RESTAURANTS & LEISURE1.5% |
| ||||||
10,000 | Yum! Brands, Inc. |
718,300 | ||||||
Total Common Stocks |
45,329,032 | |||||||
|
PREFERRED STOCKS3.0% |
| ||||||
|
REPUBLIC OF SOUTH KOREA3.0% |
| ||||||
1,555 | Samsung Electronics Co. Ltd., Preferred Shares (a) |
1,435,363 | ||||||
Total Preferred Stocks |
1,435,363 | |||||||
Total Long-Term Investments98.2% (cost $36,952,444) |
46,764,395 | |||||||
Par Amount |
||||||||
|
SHORT-TERM INVESTMENT1.7% |
| ||||||
$826,000 | Repurchase Agreement, Fixed Income Clearing Corp., 0.00% dated 10/31/2014, due 11/03/2014 repurchase price $826,000 collateralized by U.S.Treasury Note, maturing 10/31/2021; total market value of $842,809 |
826,000 | ||||||
Total Short-Term Investment1.7% (cost $826,000) |
826,000 | |||||||
Total Investments99.9% (cost $37,778,444) (c) |
47,590,395 | |||||||
Other Assets in Excess of Liabilities0.1% |
45,509 | |||||||
Net Assets100.0% |
$ | 47,635,904 |
(a) | Fair Valued Security. Fair Values are determined pursuant to procedures approved by the Funds Board of Directors. See Note 2(a) of the accompanying Notes to Financial Statements. |
(b) | Non-income producing security. |
(c) | See Notes to Financial Statements for tax unrealized appreciation/depreciation of securities. |
ADRAmerican Depositary Receipt
REITReal Estate Investment Trust
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
9
Statement of Assets and Liabilities
As of October 31, 2014
Assets |
||||
Investments, at value (cost $36,952,444) |
$ | 46,764,395 | ||
Repurchase agreement, at value (cost $826,000) |
826,000 | |||
Foreign currency, at value (cost $86,099) |
85,991 | |||
Cash |
273 | |||
Receivable for investments sold |
50,057 | |||
Dividends receivable |
42,247 | |||
Prepaid expenses |
66,446 | |||
Total assets |
47,835,409 | |||
Liabilities |
||||
Investment management fees payable (Note 3) |
13,356 | |||
Director fees payable |
8,000 | |||
Administration fees payable (Note 3) |
7,947 | |||
Investor relations fees payable (Note 3) |
4,583 | |||
Accrued expenses |
165,619 | |||
Total liabilities |
199,505 | |||
Net Assets |
$ | 47,635,904 | ||
Net Assets Consist of: |
||||
Capital stock, $0.001 par value (Note 5) |
$ | 3,538 | ||
Paid-in capital |
36,262,942 | |||
Accumulated net investment income |
164,622 | |||
Accumulated net realized gain from investments and foreign currency transactions |
1,392,998 | |||
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies |
9,811,804 | |||
Net Assets |
$ | 47,635,904 | ||
Net asset value per share based on 3,538,214 shares issued and outstanding |
$ | 13.46 |
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
10
Statement of Operations
For the Year Ended October 31, 2014
Net Investment Income |
||||
Income |
||||
Dividends (net of foreign withholding taxes of $61,586) |
$ | 1,272,374 | ||
1,272,374 | ||||
Expenses |
||||
Investment management fee (Note 3) |
473,805 | |||
Administration fee (Note 3) |
94,761 | |||
Reports to stockholders and proxy solicitation |
190,628 | |||
Legal fees and expenses |
178,331 | |||
Independent auditors fees and expenses |
103,390 | |||
Insurance expense |
62,323 | |||
Investor relations expenses (Note 3) |
51,410 | |||
Directors fees and expenses |
50,250 | |||
Custodians fees and expenses |
39,385 | |||
Transfer agents fees and expenses |
30,380 | |||
Miscellaneous |
50,259 | |||
Total operating expenses before reimbursed/waived expenses |
1,324,922 | |||
Less: Expenses waived (Note 3) |
(219,883 | ) | ||
Net expenses |
1,105,039 | |||
Net Investment Income |
167,335 | |||
Realized and Unrealized Gains/(Losses) on Investments and Foreign Currency Related Transactions |
||||
Net realized gain/(loss) from: |
||||
Investment transactions (including $0 capital gains tax) |
1,503,388 | |||
Foreign currency transactions |
(2,170 | ) | ||
1,501,218 | ||||
Net change in unrealized appreciation/(depreciation) on: |
||||
Investments (including $22,290 change in deferred capital gains tax) |
(558,623 | ) | ||
Foreign currency translations |
(1,503 | ) | ||
(560,126 | ) | |||
Net realized and unrealized gain from investments and foreign currency transaction |
941,092 | |||
Net Increase in Net Assets Resulting from Operations |
$ | 1,108,427 |
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
11
Statements of Changes in Net Assets
For the Year Ended October 31, 2014 |
For the Year Ended October 31, 2013 |
|||||||
Increase/(Decrease) in Net Assets |
||||||||
Operations: |
||||||||
Net investment income |
$ | 167,335 | $ | 250,845 | ||||
Net realized gain from investments and foreign currency transactions |
1,501,218 | 1,761,028 | ||||||
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies |
(560,126 | ) | 907,958 | |||||
Net increase in net assets resulting from operations |
1,108,427 | 2,919,831 | ||||||
Distributions to Stockholders from: |
||||||||
Net investment income |
(280,941 | ) | (72,233 | ) | ||||
Net realized gains |
(807,582 | ) | (9,417,088 | ) | ||||
Net decrease in net assets from distributions |
(1,088,523 | ) | (9,489,321 | ) | ||||
Capital Share Transactions: |
||||||||
Issuance of 0 and 593,370 shares, respectively, due to stock distribution (Note 5) |
| 7,589,202 | ||||||
Cost of shares repurchased under repurchase offer (189,467 and 378,143 shares, net of repurchase fee of $45,661 and $100,343, including expenses of $45,710 and $84,913, respectively) |
(2,286,915 | ) | (5,001,676 | ) | ||||
Repurchase of shares under open market repurchase policy (61,651 and 0, respectively) |
(745,191 | ) | | |||||
Change in net assets from capital share transactions |
(3,032,106 | ) | 2,587,526 | |||||
Change in net assets resulting from operations |
(3,012,202 | ) | (3,981,964 | ) | ||||
Net Assets: |
||||||||
Beginning of year |
50,648,106 | 54,630,070 | ||||||
End of year (including accumulated net investment income of $164,622 and $227,438, respectively) |
$ | 47,635,904 | $ | 50,648,106 |
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
12
Financial Highlights
For the Fiscal Years Ended October 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
Per Share Operating Performance(a): |
||||||||||||||||||||
Net asset value, beginning of year | $13.37 | $15.28 | $17.74 | $22.47 | $19.10 | |||||||||||||||
Net investment income/(loss) | 0.05 | 0.07 | 0.08 | | (0.01 | ) | ||||||||||||||
Net realized and unrealized gain/(loss) on investments and foreign currency related transactions(b) | 0.30 | 0.80 | 0.87 | (1.56 | ) | 3.92 | ||||||||||||||
Total from investment operations | 0.35 | 0.87 | 0.95 | (1.56 | ) | 3.91 | ||||||||||||||
Dividends and distributions to shareholders: | ||||||||||||||||||||
Net investment income | (0.08 | ) | (0.02 | ) | | (0.05 | ) | | ||||||||||||
Net realized gains | (0.21 | ) | (2.64 | ) | (3.16 | ) | (3.12 | ) | (0.34 | ) | ||||||||||
Tax return of capital | | | | | (0.18 | ) | ||||||||||||||
Total dividends and distributions to shareholders | (0.29 | ) | (2.66 | ) | (3.16 | ) | (3.17 | ) | (0.52 | ) | ||||||||||
Capital Share Transactions: | ||||||||||||||||||||
Impact due to capital shares issued from stock distribution (Note 5) | | (0.13 | ) | (0.24 | ) | | | |||||||||||||
Impact due to capital shares tendered or repurchased (Note 6) | 0.01 | (0.01 | ) | (0.01 | ) | | (0.02 | ) | ||||||||||||
Impact due to open market repurchase policy (Note 7) | 0.02 | | | | | |||||||||||||||
Total capital share transactions | 0.03 | (0.14 | ) | (0.25 | ) | | (0.02 | ) | ||||||||||||
Net asset value, end of year | $13.46 | $13.37 | $15.28 | $17.74 | $22.47 | |||||||||||||||
Market value, end of year | $12.00 | $12.08 | $13.93 | $16.35 | $21.80 | |||||||||||||||
Total Investment Return Based on(c): | ||||||||||||||||||||
Market value | 1.88% | 4.72% | 5.88% | (13.43% | ) | 24.27% | ||||||||||||||
Net asset value | 3.25% | 5.66% | 7.04% | (8.87% | ) | 20.72% | ||||||||||||||
Ratio/Supplementary Data: | ||||||||||||||||||||
Net assets, end of year (000 omitted) | $47,636 | $50,648 | $54,630 | $57,139 | $79,916 | |||||||||||||||
Average net assets (000 omitted) | $47,380 | $51,801 | $52,504 | $67,947 | $74,534 | |||||||||||||||
Net operating expenses | 2.33% | (d) | 2.06% | 2.11% | 2.36% | 2.24% | ||||||||||||||
Net operating expenses, excluding fee waivers | 2.80% | 2.53% | 2.82% | 2.58% | 2.24% | |||||||||||||||
Net investment income/(loss) | 0.35% | 0.48% | 0.54% | 0.02% | (0.04% | ) | ||||||||||||||
Portfolio turnover | 10.06% | 1.24% | 83.20% | 41.69% | 51.73% |
(a) | Based on average shares outstanding. |
(b) | Net of deferred foreign withholding taxes of $0.00, $0.01, $0.01, $0.01 and $0.07 per share for the years ended October 31, 2014, October 31, 2013, October 31, 2012, October 31, 2011, and October 31, 2010, respectively. |
(c) | Total investment return based on market value is calculated assuming that shares of the Funds common stock were purchased at the closing market price as of the beginning of the period, dividends, capital gains and other distributions were reinvested as provided for in the Funds dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Funds net asset value is substituted for the closing market value. |
(d) | For the 2014 fiscal year, the Funds net expense ratio was affected by higher non-routine expenses that fell outside of the Expense Limitation Agreement (see Note 3 of the Notes to Financial Statements). |
Amounts listed as are $0 or round to $0.
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
13
Notes to Financial Statements
October 31, 2014
The Asia Tigers Fund, Inc.
14
Notes to Financial Statements (continued)
October 31, 2014
The following is a summary of the inputs used as of October 31, 2014 in valuing the Funds investments at fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Refer to the Portfolio of Investments for a detailed breakout of the security types:
Investments, at Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Long-Term Investments |
||||||||||||||||
Banks |
$ | 927,475 | $ | 10,033,460 | $ | | $ | 10,960,935 | ||||||||
Food & Staples Retailing |
786,240 | 404,497 | | 1,190,737 | ||||||||||||
Hotels, Restaurants & Leisure |
718,300 | | | 718,300 | ||||||||||||
Textiles, Apparel & Luxury Goods |
127,889 | 707,616 | | 835,505 | ||||||||||||
Wireless Telecommunication Services |
989,710 | 1,735,587 | | 2,725,297 | ||||||||||||
Other |
| 30,333,621 | | 30,333,621 | ||||||||||||
Short-Term Investment |
| 826,000 | | 826,000 | ||||||||||||
Total |
$ | 3,549,614 | $ | 44,040,781 | $ | | $ | 47,590,395 |
Amounts | listed as are $0 or round to $0. |
The Asia Tigers Fund, Inc.
15
Notes to Financial Statements (continued)
October 31, 2014
The Asia Tigers Fund, Inc.
16
Notes to Financial Statements (continued)
October 31, 2014
The Asia Tigers Fund, Inc.
17
Notes to Financial Statements (continued)
October 31, 2014
During the year ended October 31, 2014, the results of the periodic repurchase offer were as follows:
Repurchase Offer #31 | ||
Commencement Date |
December 27, 2013 | |
Expiration Date |
January 17, 2014 | |
Repurchase Offer Date |
January 24, 2014 | |
% of Issued and Outstanding Shares of Common Stock |
5% | |
Shares Validly Tendered |
1,274,284 | |
Final Odd Lot Shares* |
N/A | |
Final Pro-ration Shares |
189,467 | |
% of Shares Accepted |
14.87% | |
Shares Accepted for Tender |
189,467 | |
Net Asset Value as of Repurchase Offer Date ($) |
12.07 | |
Repurchase Fee per Share ($) |
0.241 | |
Repurchase Offer Price ($) |
11.829 | |
Repurchase Fee ($) |
45,661 | |
Expenses ($) |
45,710 | |
Total Cost ($) |
2,286,915 |
During the year ended October 31, 2013, the results of the periodic repurchase offers were as follows:
Repurchase Offer #29 | Repurchase Offer #30 | |||
Commencement Date |
December 21, 2012 |
June 21, 2013 | ||
Expiration Date |
January 11, 2013 |
July 12, 2013 | ||
Repurchase Offer Date |
January 18, 2013 |
July 19, 2013 | ||
% of Issued and Outstanding Shares of Common Stock |
5% |
5% | ||
Shares Validly Tendered |
822,211 |
905,304 | ||
Final Odd Lot Shares* |
91,461 |
N/A | ||
Final Pro-ration Non-Odd Lot Shares |
87,243.5 |
199,439 | ||
% of Non-Odd Lot Shares Accepted |
11.9389% |
22.03% | ||
Shares Accepted for Tender |
178,704.5 |
199,439 | ||
Net Asset Value as of Repurchase Offer Date ($) |
13.60 |
12.97 | ||
Repurchase Fee per Share ($) |
0.2720 |
0.2594 | ||
Repurchase Offer Price ($) |
13.3280 |
12.7106 | ||
Repurchase Fee ($) |
48,608 |
51,735 | ||
Expenses ($) |
40,900 |
44,013 | ||
Total Cost ($) |
2,422,674 |
2,579,002 |
* | Effective May 13, 2013, the Fund discontinued the practice of accepting all shares tendered by stockholders who own, beneficially or of record, an aggregate of not more than 99 shares before prorating shares tendered by others. |
The Asia Tigers Fund, Inc.
18
Notes to Financial Statements (continued)
October 31, 2014
10. Tax Information
The U.S. federal income tax basis of the Funds investments and the net unrealized appreciation as of October 31, 2014 were as follows:
Tax Basis of Investments |
Appreciation | Depreciation | Net Unrealized Appreciation |
|||||||||||
$37,889,140 | $ | 11,042,540 | $ | (1,341,285 | ) | $ | 9,701,255 |
Income and capital gains distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 was as follows:
October 31, 2014 | October 31, 2013 | |||||||
Distributions paid from: |
||||||||
Ordinary Income |
$ | 280,941 | $ | 72,233 | ||||
Net long-term capital gains |
807,582 | 9,417,088 | ||||||
Total tax character of distributions |
$ | 1,088,523 | $ | 9,489,321 |
As of October 31, 2014, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income net |
$ | 164,921 | ||
Undistributed long-term capital gains net |
1,503,395 | |||
Total undistributed earnings |
$ | 1,668,316 | ||
Unrealized appreciation/(depreciation) |
9,701,108 | |||
Total accumulated earnings/(losses) net |
$ | 11,369,424 |
The Asia Tigers Fund, Inc.
19
Notes to Financial Statements (concluded)
October 31, 2014
The Asia Tigers Fund, Inc.
20
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
The Asia Tigers Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Asia Tigers Fund, Inc. (the Fund) at October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
December 23, 2014
The Asia Tigers Fund, Inc.
21
Federal Tax Information: Dividends and Distributions (unaudited)
The following information is provided with respect to the distributions paid by The Asia Tigers Fund, Inc. during the fiscal year ended October 31, 2014:
Payable Date |
Total Cash Distribution |
Long-Term Capital Gain |
Tax Return of Capital |
Net Ordinary Dividend |
Foreign Taxes Paid(1) |
Gross Ordinary Dividend |
Qualified Dividends(2) |
Foreign Source Income |
||||||||||||||||||||||||
1/17/14 | 0.287260 | 0.213120 | 0.000000 | 0.074140 | 0.011760 | 0.085900 | 0.085900 | 0.085417 |
(1) | The foreign taxes paid represent taxes incurred by the Fund on interest received from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax advisor regarding the appropriate treatment of foreign taxes paid. |
(2) | The Fund hereby designates the amount indicated above or the maximum amount allowable by law. |
Supplemental Information (unaudited)
The Asia Tigers Fund, Inc.
22
Supplemental Information (unaudited) (continued)
The Asia Tigers Fund, Inc.
23
Supplemental Information (unaudited) (concluded)
The Asia Tigers Fund, Inc.
24
Dividend Reinvestment and Cash Purchase Plan (unaudited)
The Asia Tigers Fund, Inc.
25
Dividend Reinvestment and Cash Purchase Plan (unaudited) (concluded)
The Asia Tigers Fund, Inc.
26
Management of the Fund (unaudited)
The names of the Directors and Officers of the Fund, their addresses, ages, and principal occupations during the past five years are provided in the tables below. Directors that are deemed interested persons (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund or the Funds investment adviser are included in the table below under the heading Interested Directors. Directors who are not interested persons, as described above, are referred to in the table below under the heading Independent Directors.
Board of Directors Information
Name, Address, and Year of Birth |
Position(s) Held With the Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of Funds in Fund Complex* Overseen by Director |
Other Held by Director | |||||
Independent Directors |
||||||||||
Jeswald W. Salacuse c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1938 |
Chairman of the Board of Directors, Nominating Committee, Valuation Committee and Audit Committee |
Since 1993; Current term ends at the 2015 Annual Meeting |
Mr. Salacuse has been the Henry J. Braker Professor of Commercial Law at The Fletcher School of Law & Diplomacy, Tufts University, since 1986. He has also served as International Arbitrator, Arbitration Tribunal, ICSID, World Bank since 2004. | 2 | Director of 30 registered investment companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. | |||||
Lawrence K. Becker c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1955 |
Director, Audit Committee, Valuation Committee and Nominating Committee Member | Since 2003; Current term ends at the 2016 Annual Meeting |
Mr. Becker has served as Private Investor of Real Estate Investment Management since July 2003. He was Treasurer of the France Growth Fund, Inc. from 2004 to 2008 and Vice President and Controller/Treasurer of National Financial Partners from 2000 to 2003. | 2 | Director of one registered investment company advised by Advantage Advisers L.L.C. or its affiliates. | |||||
Leslie H. Gelb c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1937 |
Director, Audit Committee and Nominating Committee Member | Since 1994; Current term ends at the 2017 Annual Meeting |
Mr. Gelb has been the President Emeritus of The Council on Foreign Relations since 2003. Previously, he was a Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, of The New York Times, as well as a senior official in the departments of State and Defense. | 2 | Director of 31 Registered Investment Companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. | |||||
Luis Rubio c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1955 |
Director, Audit Committee and Nominating Committee Member | Since 1999; Current term ends at the 2017 Annual Meeting |
Mr. Rubio has been the Chairman of Centro de Investigacion para el Desarrollo, A.C. (Center of Research for Development) since 2000. He is also a frequent contributor of op-ed pieces to The Wall Street Journal. | 2 | Director of one registered investment company advised by Advantage Advisers L.L.C. or its affiliates. | |||||
Interested Directors |
||||||||||
Martin J. Gilbert** Aberdeen Asset Management PLC 10 Queens Terrace Aberdeen, Scotland AB10 1YG
Year of Birth: 1955 |
Director | Since 2012; Current term ends at the 2015 Annual Meeting |
Mr. Gilbert is a founding director and shareholder, and Chief Executive of Aberdeen Asset Management PLC, the holding company of the fund management group that was established in 1983. Director (1991-present), Aberdeen Asset Management Asia Limited; and Director (2000- present), Aberdeen Asset Management Limited. He has been a Director since 1995, and has been President since September 2006 of Aberdeen Asset Management Inc. | 28 | Member of Board of British Sky Broadcasting Group PLC. |
* | Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Emerging Markets |
The Asia Tigers Fund, Inc.
27
Management of the Fund (unaudited) (continued)
Smaller Company Opportunities Fund, Inc., Aberdeen Singapore Fund, Inc., Aberdeen Japan Equity Fund, Inc. The Asia Tigers Fund, Inc., The India Fund, Inc., Aberdeen Greater China Fund, Inc., Aberdeen Funds, Aberdeen Investment Funds, and Aberdeen Global Select Opportunities Funds, Inc. have a common investment manager and/or investment adviser, or an investment adviser that is affiliated with the Investment Manager and Investment Adviser, and may thus be deemed to be part of the same Fund Complex. |
** | Mr. Gilbert is deemed to be an interested person because of his affiliation with the Funds Investment Manager. Mr. Gilbert serves as a Director of several Funds in the Fund Complex. |
Information Regarding Officers who are not Directors
Name, Address and Year of Birth |
Position(s) Held With the Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past Five Years | |||
Officers |
||||||
Alan Goodson* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1974 |
President | Since 2011 | Currently, Head of Product US, overseeing Product Management, Product Development and Investor Services for Aberdeens registered and unregistered investment companies in the US and Canada. Mr. Goodson is Vice President of Aberdeen Asset Management Inc. and joined Aberdeen in 2000. | |||
Jeffrey Cotton* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1977 |
Chief Compliance Officer, Vice President Compliance | Since 2011 | Currently, Vice President and Head of Compliance Americas for Aberdeen Asset Management Inc. Mr. Cotton joined Aberdeen in 2010. Prior to joining Aberdeen, Mr. Cotton was a Senior Compliance Officer at Old Mutual Asset Management (2009-2010) supporting its affiliated investment advisers and mutual fund platform. Mr. Cotton was also a VP, Senior Compliance Manager at Bank of America/Columbia Management (2006-2009). | |||
Lucia Sitar* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1971 |
Chief Legal Officer, Vice President | Since 2012 | Currently, Managing U.S. Counsel. Ms. Sitar joined AAMI in July 2007. Prior to that, Ms. Sitar was an associate attorney in the Investment Management Group of Stradley Ronon Stevens & Young LLP (law firm) (2000 - 2007). | |||
Sofia Rosala* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1974 |
Vice President Deputy Chief Compliance Officer | Since 2013 | Currently, U.S. Counsel / Deputy Fund CCO. She joined Aberdeen in 2012. Prior to joining Aberdeen, she worked as an Associate for Morgan, Lewis and Bockius and as Corporate Counsel and Vice President at SEI Investments Company. | |||
Andrea Melia* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1969 |
Treasurer | Since 2011 | Currently, Vice President and Head of Fund Administration US for AAMI (since 2009). Prior to joining Aberdeen, Ms. Melia was Director of Fund Administration and accounting oversight for Princeton Administrators LLC, a division of BlackRock Inc. and had worked with Princeton Administrators since 1992. | |||
Megan Kennedy* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1974 |
Secretary, Vice President |
Since 2011 | Currently, Head of Product Management for Aberdeen Asset Management Inc. Ms. Kennedy joined Aberdeen Asset Management Inc. in 2005 as a Senior Fund Administrator. Ms. Kennedy was promoted to Assistant Treasurer Collective Funds/North American Mutual Funds in February 2008 and promoted to Treasurer Collective Funds/North American Mutual Funds in July 2008. |
The Asia Tigers Fund, Inc.
28
Management of the Fund (unaudited) (continued)
Name, Address and Year of Birth |
Position(s) Held With the Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past Five Years | |||
Adrian Lim* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1971 |
Vice President | Since 2012 | Currently, Senior Investment Manager on the Asian Equities Team. Adrian joined Aberdeen in 2000 as a manager in private equity on the acquisition of Murray Johnstone and transferred to his current position soon after. | |||
Bev Hendry* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1953 |
Vice President | Since 2014 | Co-Head of Americas and Chief Financial Officer for Aberdeen Asset Management Inc. since July 2014. He first joined Aberdeen in 1987 and helped establish Aberdeens business in the Americas in Fort Lauderdale. Mr. Hendry left Aberdeen in 2008 when the company moved to consolidate its headquarters in Philadelphia. Mr. Hendry re-joined Aberdeen from Hansberger Global Investors in Fort Lauderdale, Florida, where he worked for six years as Chief Operating Officer. | |||
Jennifer Nichols* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1978 |
Vice President | Since 2011 | Currently, Global Head of Legal for Aberdeen. Director, Vice President for AAMI (since October 2006). | |||
Christian Pittard* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1973 |
Vice President | Since 2011 | Currently, Group Head of Product Development, for Aberdeen Asset Management PLC and Director of Aberdeen Managers Limited since 2010. Previously, Director and Vice President (2006-2008), Chief Executive Officer (from October 2005 to September 2006) of Aberdeen Asset Management Inc. | |||
Hugh Young** c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1958 |
Vice President | Since 2012 | Mr. Young has been a member of the Executive Management Committee of Aberdeen Asset Management PLC since 1991. He has been Managing Director of Aberdeen Asset Management Asia Limited since 1991. | |||
Kasey Deja* c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1979 |
Assistant Secretary | Since 2012 | Currently, Senior Product Manager within Product Management for AAMI. Ms. Deja joined Aberdeen in 2005 as an Analyst in Investment Operations and transferred to the U.S. Transitions Team in 2007. In 2009, became Manager of the U.S. Transitions Team and transferred to her current position in 2011. |
The Asia Tigers Fund, Inc.
29
Management of the Fund (unaudited) (concluded)
Name, Address and Year of Birth |
Position(s) Held With the Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past Five Years | |||
Sharon Ferrari* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1977 |
Assistant Treasurer | Since 2013 | Currently, Senior Fund Administration Manager for AAMI. Ms. Ferrari joined AAMI as a Senior Fund Administrator in 2008. Prior to joining AAMI, Ms. Ferrari was an Accounting Analyst at Delaware Investments. |
* | As of October 2014, Messrs. Goodson, Cotton, Lim, Hendry, and Pittard and Mses. Sitar, Melia, Kennedy, Nichols, Deja, Ferrari, and Rosala hold officer position(s) in one or more of the following: Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Singapore Fund Inc., The India Fund Inc., The Asia Tigers Fund Inc., Aberdeen Greater China Fund, Inc., the Aberdeen Funds, Aberdeen Investment Funds, and Aberdeen Global Select Opportunites Fund, Inc. each of which may also be deemed to be a part of the same Fund Complex. |
** | Mr. Young serves as an Interested Director on the Aberdeen Australia Equity Fund, Inc. and The India Fund, Inc. which have a common Investment Manager and/or Investment Adviser with the Fund, or an investment adviser that is affiliated with the Investment Manager and Investment Adviser with the Fund, and may thus be deemed to be part of the same Fund Complex as the Fund. |
The Asia Tigers Fund, Inc.
30
Corporate Information
Aberdeen Asset Managers Limited
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, shares of its common stock in the open market.
Shares of The Asia Tigers Fund, Inc. are traded on the NYSE under the symbol GRR. Information about the Funds net asset value and market price is available at www.aberdeengrr.com.
This report, including the financial information herein, is transmitted to the shareholders of The Asia Tigers Fund, Inc. for their general information only. It does not have regard to the specific investment objectives, financial situation and the particular needs of any specific person. Past performance is no guarantee of future returns.
Item 2 Code of Ethics.
As of October 31, 2014, the Registrant had adopted a Code of Ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (the Code of Ethics). During the period covered by this report, there were no material changes to the Code of Ethics. During the period covered by this report, there were no waivers to the provisions of the Code of Ethics. A copy of the Code of Ethics has been filed as an exhibit to this Form N-CSR.
Item 3 Audit Committee Financial Expert.
The Registrants Board of Directors has determined that Lawrence K. Becker, a member of the Board of Directors Audit Committee, possesses the attributes, and has acquired such attributes through means, identified in instruction 2 of Item 3 to Form N-CSR to qualify as an audit committee financial expert, and has designated Mr. Becker as the Audit Committees financial expert. Mr. Becker is an independent Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4 Principal Accountant Fees and Services.
(a) (d) Below is a table reflecting the fee information requested in Items 4(a) through (d):
Fiscal Year Ended |
(a) Audit Fees |
(b)(1) Audit-Related Fees |
(c)(2) Tax Fees |
(d) All Other Fees |
||||||||||||
October 31, 2014 | $ | 85,000 | $ | 0 | $ | 17,000 | $ | 0 | ||||||||
October 31, 2013 | $ | 82,555 | $ | 5,000 | $ | 16,195 | $ | 0 |
(1) | Services include procedures over the conversion of fund accounting books/records and semi-annual review procedures in connection with the Registrants semi-annual financial statements |
(2) | Services include tax services in connection with the Registrants excise tax calculations and review of the registrants applicable tax returns. |
(e)(1) | The Registrants Audit Committee (the Committee) has adopted a charter that provides that the Committee shall annually select, retain or terminate the Funds independent auditor and, in connection therewith, to evaluate the terms of the engagement (including compensation of the independent auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Registrants Investment Manager or any sub-adviser, and to receive the independent auditors specific representations as to their independence, delineating all relationships between the independent auditor and the Registrant, consistent with the PCAOB Rule 3526 or any other applicable auditing standard. The Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Management or the Registrants Investment Manager that the Registrant, the investment adviser or their affiliated persons, employ the independent auditor to render permissible non-audit services to the Registrant and to consider whether such services are consistent with the independent auditors independence. |
(e)(2) | None of the services described in each of paragraphs (b) through (d) of this Item involved a waiver of the pre-approval requirement by the Audit Committee pursuant to Rule 2-01 (c)(7)(i)(C) of Regulation S-X. |
(f) | Not Applicable. |
(g) | The aggregate non-audit fees billed by the Registrants accountant for services rendered to the Registrant, and rendered to the Registrants Investment Manager (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant was $2,300,584 for 2014 and $845,290 for 2013. |
(h) | The registrants Audit Committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the Registrants Investment Manager (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountants independence and has concluded that it is. |
Item 5 Audit Committee of Listed Registrants.
(a) | The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). |
For the fiscal year ended October 31, 2014, the audit committee members were: Lawrence K. Becker, Leslie H. Gelb, Luis F. Rubio, and Jeswald W. Salacuse.
(b) | Not applicable |
Item 6 Investments.
(a) | Included as part of the Report to Shareholders filed under Item 1 of this Form N-CSR. |
(b) | Not applicable. |
Item 7 Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Pursuant to the Registrants Proxy Voting Policy and Procedures, the Registrant has delegated responsibility for its proxy voting to its Investment Manager, provided that the Registrants Board of Directors has the opportunity to periodically review the Investment Managers proxy voting policies and material amendments thereto.
The proxy voting policies of the Registrant are included herewith as Exhibit (c) and policies of the Investment Manager are included as Exhibit (d).
Item 8 Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) | The information in the table below is as of January 7, 2015. |
Individual & Position |
Services Rendered |
Past Business Experience | ||
Hugh Young Managing Director |
Responsible for equities globally from the Singapore office. | Mr. Young has been a member of the Executive Management Committee of Aberdeen Asset Management PLC since 1991. He has been Managing Director of Aberdeen Asset Management Asia Limited since 1991. |
Adrian Lim Senior Investment Manager Equities Asia |
Responsible for Asian equities portfolio management. | Joined Aberdeen from Murray Johnstone in December 2000. He was previously an associate director at Arthur Andersen advising clients on mergers & acquisitions in South East Asia. He moved from private equity to the Asian Equities team in July 2003. | ||
Christopher Wong Senior Investment Manager Equities Asia |
Responsible for Asian equities portfolio management. | Joined Aberdeen on the private equity desk in 2001 and transferred to the Asian Equities team in 2002. Prior to Aberdeen, he was an associate director with Andersen Corporate Finance, advising clients on mergers & acquisitions in South East Asia. | ||
Chou Chong Investment Director Equities Asia |
Responsible for company research and oversight of portfolio construction. | Joined Aberdeen in 1994 as a graduate trainee. After becoming a director, from 2001, he spent time in Sydney, Australia restructuring portfolios and turning around performance. In 2003, he transferred to London to lead the Pan-European equity desk and in June 2008 returned to Singapore and joined the Asian Equities Team. | ||
Flavia Cheong Investment Director Equities Asia |
Responsible for company research and oversight of portfolio construction. | Joined Aberdeen in 1996. Before joining Aberdeen, she was an economist with the Investment Company of the Peoples Republic of China, and earlier with the Development Bank of Singapore. |
(a)(2) | The information in the table below is as of October 31, 2014. |
Name of Portfolio Manager |
Type of Accounts |
Total Number of Accounts Managed |
Total Assets ($M) | Number of Accounts Managed for Which Advisory Fee is Based on Performance |
Total Assets for Which Advisory Fee is Based on Performance ($M) | |||||||||||||||||
Hugh Young |
Registered Investment Companies | 21 | $ | 13,518.17 | 0 | $ | 0 | |||||||||||||||
Pooled Investment Vehicles | 82 | $ | 58,553.28 | 2 | $ | 398.26 | ||||||||||||||||
Other Accounts | 132 | $ | 46,938.58 | 16 | $ | 5,017.36 | ||||||||||||||||
Adrian Lim |
Registered Investment Companies | 21 | $ | 13,518.17 | 0 | $ | 0 | |||||||||||||||
Pooled Investment Vehicles | 82 | $ | 58,553.28 | 2 | $ | 398.26 | ||||||||||||||||
Other Accounts | 132 | $ | 46,938.58 | 16 | $ | 5,017.36 |
Christopher Wong |
Registered Investment Companies | 21 | $ | 13,518.17 | 0 | $ | 0 | |||||||||||||||
Pooled Investment Vehicles |
82 | $ | 58,553.28 | 2 | $ | 398.26 | ||||||||||||||||
Other Accounts |
132 | $ | 46,938.58 | 16 | $ | 5,017.36 | ||||||||||||||||
Chou Chong |
Registered Investment Companies | 21 | $ | 13,518.17 | 0 | $ | 0 | |||||||||||||||
Pooled Investment Vehicles |
82 | $ | 58,553.28 | 2 | $ | 398.26 | ||||||||||||||||
Other Accounts |
132 | $ | 46,938.58 | 16 | $ | 5,017.36 | ||||||||||||||||
Flavia Cheong |
Registered Investment Companies | 21 | $ | 13,518.17 | 0 | $ | 0 | |||||||||||||||
Pooled Investment Vehicles |
82 | $ | 58,553.28 | 2 | $ | 398.26 | ||||||||||||||||
Other Accounts |
132 | $ | 46,938.58 | 16 | $ | 5,017.36 |
Total Assets are as of October 31, 2014 and have been translated into U.S. Dollars at a rate of £1.00 = 1.60.
In accordance with legal requirements in the various jurisdictions in which they operate, and their own Conflicts of Interest policies, all subsidiaries of Aberdeen Asset Management PLC, (together Aberdeen), have in place arrangements to identify and manage Conflicts of Interest that may arise between them and their clients or between their different clients. Where Aberdeen does not consider that these arrangements are sufficient to manage a particular conflict, it will inform the relevant client(s) of the nature of the conflict so that the client(s) may decide how to proceed.
The portfolio managers management of other accounts, including (1) mutual funds; (2) other pooled investment vehicles; and (3) other accounts that may pay advisory fees that are based on account performance (performance-based fees), may give rise to potential conflicts of interest in connection with their management of a Funds investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as a Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. However, Aberdeen believes that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
In some cases, another account managed by the same portfolio manager may compensate Aberdeen based on the performance of the portfolio held by that account. The existence of such performance-based fees may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict could include instances in which securities considered as investments for a Fund also may be appropriate for other investment accounts managed by Aberdeen or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, Aberdeen may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to a Fund from time to time, it is the opinion of Aberdeen that the benefits from the Aberdeen organization outweigh any disadvantage that may arise from exposure to simultaneous transactions. Aberdeen has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a conflict arises.
(a)(3)
Aberdeen Asset Management PLCs (Aberdeen) remuneration policies are designed to support its business strategy as a leading international asset manager. The objective is to attract, retain and reward talented individuals for the delivery of sustained, superior returns for Aberdeens clients and shareholders. Aberdeen operates in a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.
Aberdeens policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The aggregate value of awards in any year is dependent on the groups overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards, which are payable to all members of staff are determined by a rigorous assessment of achievement against defined objectives.
A long-term incentive plan for key staff and senior employees comprises of a mixture of cash and deferred shares in Aberdeen PLC or select Aberdeen funds (where applicable). Overall compensation packages are designed to be competitive relative to the investment management industry.
Base Salary
Aberdeens policy is to pay a fair salary commensurate with the individuals role, responsibilities and experience, and having regard to the market rates being offered for similar roles in the asset management sector and other comparable companies. Any increase is generally to reflect inflation and is applied in a manner consistent with other Aberdeen employees; any other increases must be justified by reference to promotion or changes in responsibilities.
Annual Bonus
Aberdeens policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The Remuneration Committee of Aberdeen determines the key performance indicators that will be applied in considering the overall size of the bonus pool. In line with practice amongst other asset management companies, individual bonuses are not subject to an absolute cap. However, the aggregate size of the bonus pool is dependent on the groups overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by the Remuneration Committee.
Aberdeen has a deferral policy which is intended to assist in the retention of talent and to create additional alignment of executives interests with Aberdeens sustained performance and, in respect of the deferral into funds, managed by Aberdeen, to align the interest of asset managers with our clients.
Staff performance is reviewed formally at least once a year. The review process evaluates the various aspects that the individual has contributed to Aberdeen, and specifically, in the case of portfolio managers, to the
relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to presenting the team externally are also evaluated.
In the calculation of a portfolio management teams bonus, Aberdeen takes into consideration investment matters (which include the performance of funds, adherence to the company investment process, and quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations. To the extent performance is factored in, such performance is not judged against any specific benchmark and is evaluated over the period of a yearJanuary to December. The pre- or after-tax performance of an individual account is not considered in the determination of a portfolio managers discretionary bonus; rather the review process evaluates the overall performance of the team for all of the accounts the team manages.
Portfolio manager performance on investment matters is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process. A combination of the teams and individuals performance is considered and evaluated.
Although performance is not a substantial portion of a portfolio managers compensation, Aberdeen also recognizes that fund performance can often be driven by factors outside ones control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core process by sticking to disciplines and processes set, regardless of momentum and hot themes. Short-terming is thus discouraged and trading-oriented managers will thus find it difficult to thrive in the Aberdeen environment. Additionally, if any of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via Aberdeens dynamic compliance monitoring system.
(a)(4)
Individual |
Dollar Range of Equity Securities in the Registrant Beneficially Owned by the Portfolio Manager as of October 31, 2014 | |
Hugh Young | $0 | |
Adrian Lim | $0 | |
Christopher Wong | $0 | |
Chou Chong | $0 | |
Flavia Cheong | $0 |
(b) | Not applicable. |
Item 9 Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
REGISTRANT PURCHASES OF EQUITY SECURITIES
Period |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
11/01/2013 to 11/30/2013 |
None | None | None | None |
12/01/2013 to 12/31/2013 |
None | None | None | None | ||||||||||||
01/01/14 to 01/31/14 |
189,467 | (1) | $ | 11.829 | (1) | 189,467 | (1) | None | ||||||||
02/01/14 to 02/28/14 |
None | None | None | None | ||||||||||||
03/01/14 to 03/31/14 |
None | None | None | None | ||||||||||||
04/01/14 to 04/30/14 |
None | None | None | None | ||||||||||||
05/01/14 to 05/31/14 |
None | None | None | None | ||||||||||||
06/01/14 to 06/30/14 |
10,421 | (2) | $ | 12.08 | (2) | 199,888 | (2) | 349,565 | (2) | |||||||
07/01/14 to 07/31/14 |
14,680 | (2) | $ | 12.20 | (2) | 214,568 | (2) | 334,885 | (2) | |||||||
08/01/14 to 08/31/14 |
8,000 | (2) | $ | 12.26 | (2) | 222,568 | (2) | 326,885 | (2) | |||||||
09/01/14 to 09/30/14 |
9,732 | (2) | $ | 12.36 | (2) | 232,300 | (2) | 317,153 | (2) | |||||||
10/01/14 to 10/31/14 |
18,818 | (2) | $ | 11.72 | (2) | 251,118 | (2) | 298,335 | (2) | |||||||
Total |
251,118 | $ | 11.89 | | |
(1) | These shares were repurchased in connection with the Funds regular, semi-annual repurchase offer announced on December 27, 2013 that expired on January 17, 2014. In connection with this repurchase offer, the Fund offered to repurchase up to 189,467 shares of its common stock, an amount equal to 5% of its outstanding shares of common stock, for cash at a price approximately equal to the Funds net asset value as of January 24, 2014. |
(2) | On November 2, 2012, the Fund announced that its Board of Directors, at a meeting held on October 30, 2012, authorized management to make open market purchases from time to time in an amount up to 10% of the Funds outstanding shares. Such purchases may be made when the Funds shares are trading at certain discounts to net asset value. The number of shares in columns (c) and (d) represent the aggregate number of shares purchased under the plan at each month end and the total number of shares that may still be purchased under the plan at each month end, respectively. |
Item 10 Submission of Matters to a Vote of Security Holders.
During the period ended October 31, 2014, there were no material changes to the procedures by which shareholders may recommend nominees to the Registrants Board of Directors.
Item 11 Controls and Procedures.
(a) | The Registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrants disclosure controls and procedures (as defined in Rule |
30a-3(c) under the Investment Company Act of 1940 (the Act) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d15(b)). |
(b) | There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the Registrants last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12 Exhibits.
(a)(1) | Code of ethics, or any amendment thereto, for the period covered by this report that is the subject of disclosure required by Item 2(f) is attached hereto. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(b) | Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(c) | Proxy Voting Policy of Registrant. |
(d) | Proxy Voting Policies and Procedures of Investment Manager. |
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 Asia Tigers Fund, Inc.
By (Signature and Title): | /s/ Alan Goodson | |
Alan Goodson, Principal Executive Officer |
Date: January 7, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By (Signature and Title): | /s/ Alan Goodson | |
Alan Goodson, Principal Executive Officer |
Date: January 7, 2015
By (Signature and Title): | /s/ Andrea Melia | |
Andrea Melia, Principal Financial Officer |
Date: January 7, 2015
Exhibit 12(a)(1)
CODE OF ETHICS (SOX)
(Principal Executive Officer/President and Principal Financial Officer/Treasurer)
I. | Purpose of the Code/Covered Officers |
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (SEC) has adopted rules requiring annual disclosure of an investment companys code of ethics applicable to its principal executive, principal financial and principal accounting officers. The Funds have adopted this Code of Ethics (the Code) pursuant to these rules. The Code applies to the series (each a Fund). The Code specifically applies to each Funds President/Principal Executive Officer and Treasurer/Principal Financial Officer (Covered Officers) for the purpose of promoting:
| honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submits to, the SEC and in other public communications made by the Funds; |
| compliance with applicable laws, rules and regulations; |
| an environment that encourages disclosure of ethical and compliance related concerns; |
| the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code without fear of reprisal; and |
| accountability for adherence to the Code. |
The Covered Officers are integral to the Funds goal of creating a culture of high ethical standards and commitment to compliance. In their roles, the Covered Officers will refrain from engaging in any activity that may compromise their professional ethics or otherwise prejudice their ability to carry out their duties to the Funds. They will act in good faith, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.
II. | Actual and Apparent Conflicts of Interest |
Overview: A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or service to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper benefits as a result of his or her position with the Funds.
Certain conflicts of interest arise out of the relationship between Covered Officers and each Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the 1940 Act) and the Investment Advisers Act of 1940 (the Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as affiliated persons of the Funds. Each Funds Adviser and Subadviser (the adviser(s)) have adopted and implemented respective compliance programs and procedures that are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest and should encourage his or her colleagues who provide service to the Funds, whether directly or indirectly, to do the same.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between each Fund and the investment adviser (and distributor to the Aberdeen open-end funds) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or the investment adviser or for both), be involved in establishing policies and implementing decisions that will have different effects on the investment adviser, distributor and the Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of each Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds Board that the Covered Officers may also be officers or employees of the Funds.
Other conflicts of interest are covered by this Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Funds. A defining question is, What is the long term interest of current shareholders? The following list provides examples of conflicts of interest under this Code, but Covered Officers should keep in mind that these examples are not exhaustive.
Each Covered Officer must:
| not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would directly or indirectly benefit personally to the detriment of the Funds; |
| not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; |
| not use material non-public knowledge of Fund transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; |
| report at least annually affiliations or other relationships related to conflicts of interest covered by the Funds Directors and Officers Questionnaire. |
Any activity or relationship that would present a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if a member of the Covered Officers family engages in such activity or has such a relationship. There are some conflict of interest situations that should always be discussed with the Compliance Officer prior to their occurrence, or if foreseen, as soon as reasonably possible after discovery. Examples of these include:
| service on the board of any public company; |
| any outside business activity that detracts from the ability of a Covered Officer to devote appropriate time and attention to his or her responsibilities as a Covered Officer of the Funds; |
| the receipt of any non-nominal gifts in excess of $100.00; |
| the receipt of any entertainment from any company with which the Funds has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; |
| any ownership interest in, or any consulting or employment relationship with any of the Funds service providers, other than its investment adviser, investment sub-adviser, principal underwriter, administrator or any affiliated person thereof; |
| a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Funds for effecting Fund transactions or for selling or redeeming shares other than an interest arising from the Covered Officers employment, such as compensation or equity ownership. |
III. | Definitions |
(A) Covered Officer with respect to a Fund means the principal executive officer of the Fund and senior financial officers of the Fund, including the principal financial officer, controller or principal accounting officer, or persons performing similar functions, regardless of whether these persons are employed by the Fund or a third party.
(B) Executive Officer of a Fund has the same meaning as set forth in Rule 3b-7 under the Securities Exchange Act of 1934, as amended. Subject to any changes in that rule, the term executive officer, when used in the Code, means the president, any vice president, any officer who performs a policy making function, or any other person who performs similar policy making functions for a Fund.
(C) Waiver means the approval by a Funds CCO of a material departure from a provision of the Code. Waiver includes an Implicit Waiver, which is a Funds failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to an Executive Officer of the Fund.
IV. | Disclosure and Compliance |
Each Covered Officer:
| should familiarize himself with the disclosure requirements generally applicable to the Funds; |
| should not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including the Funds Board and auditors, and to governmental regulators and self-regulatory organizations; |
| should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the Advisers with the goal of promoting comprehensive, fair, accurate, timely and understandable disclosure in reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; |
| should cooperate with the each Funds independent accountants, regulatory agencies, and internal auditors in their review of the Funds and its operations; |
| should ensure the establishment of appropriate policies and procedures for the protection and retention of accounting records and information as required by applicable law, regulation, or regulatory guidelines and establish and administer financial controls that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the Funds safe and sound operation; and |
| has the responsibility to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
V. | Reporting and Accountability |
Each Covered Officer must:
| upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing that he has received, read, and understands this Code; |
| annually thereafter affirm that he has complied with the requirements of this Code; |
| not retaliate against any other Covered Officer or any employee of the Adviser, or their affiliated persons, for reports of potential violations that are made in good faith; and |
| notify the Funds CCO promptly if he or she knows or suspects that a violation of applicable laws, regulations, or of this Code has occurred, is occurring, or is about to occur. Failure to do so is itself a violation of this Code. |
See Exhibit A for the form of PEO/PFO certification.
The Funds CCO is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or Waivers sought by the President will be considered by the Funds Audit Committee.
The Funds will follow these procedures in investigating and enforcing this Code.
| The Funds Compliance Officer will take all appropriate action to investigate any potential violations reported to him/her. |
| If, after such investigation, the Compliance Officer believes that no violation has occurred, he or she is not required to take any further action. The Compliance Officer is authorized to consult, as appropriate, with the chair of the Audit Committee and Counsel to the Independent Board, and is encouraged to do so after consultation with each Funds President when, in the Compliance Officers opinion such consultation will not increase the risk to shareholders. |
| Any matter that the Compliance Officer believes is a violation will be reported to the Audit Committee (the Committee). |
| If the Committee concurs that a violation has occurred, it will inform and make a recommendation to the full Board, which will consider appropriate action, which may include review of and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its Board; or a recommendation to dismiss the Covered Officer. |
| Each Funds Board will be responsible for granting Waivers, as appropriate. |
| Any changes to or Waivers of this Code will, to the extent required, be disclosed as provided by the SEC rules. |
VI. | Sanctions |
The matters covered in the Code are of the utmost importance to the Funds and their stockholders and are essential to each Funds ability to conduct its business in accordance with its stated values. Each Covered Officer and each Executive Officer is expected to adhere to these rules (to the extent applicable) in carrying out his or her duties for the Funds. The conduct of each Covered Officer and each Executive Officer can reinforce an ethical atmosphere and positively influence the conduct of all officers, employees and agents of the Funds. A Fund will, if appropriate, take action against any Covered Officer whose actions are found to violate the Code. Appropriate sanctions for violations of the Code will depend on the materiality of the violation to the Fund.
Sanctions may include, among other things, a requirement that the violator undergo training related to the violation, a letter or sanction or written censure by the Board, the imposition of a monetary penalty, suspension of the violator as an officer of a Fund or termination of the employment of the violator. If a Fund has suffered a loss because of violations of the Code, the Fund may pursue remedies against the individuals or entities responsible.
VII. | Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by the Funds for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies
thereunder. Insofar as other policies or procedures of the Funds, the Adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities if the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds and Advisers code of ethics under Rule 17j-1 under the Investment Company Act of 1940 are not part of this Code.
VIII. | Amendments |
Any amendments to this Code must be approved or ratified by a majority vote of the each Funds Board, including a majority of Independent Board members.
IX. | Confidentiality |
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its Counsel.
X. | Internal Use |
This Code is intended solely for internal use by the Funds and does not constitute an admission, by or on behalf of the Funds, as to any fact, circumstance, or legal conclusion. This Code is a statement of certain fundamental principles, policies, and procedures that govern the Covered Officers in the conduct of each Funds business. It is not intended and does not create any rights in any employee, investor, supplier, creditor, shareholder or any other person.
Exhibit A
CODE OF ETHICS
PURSUANT TO THE SARBANES-OXLEY ACT OF 2002
Initial and Annual Certification of Compliance
|
Name (please print) |
This is to certify that I have received a copy of the Code of Ethics Pursuant to the Sarbanes-Oxley Act of 2002 (Code) for the following Funds: |
List of Funds |
I have read and understand the Code. Moreover, I agree to promptly report to the Chief Compliance Officer any violation or possible violation of this Code of which I become aware. I understand that violation of the Code will be grounds for disciplinary action or dismissal.
Check one:
Initial
[ ] I further certify that I am subject to the Code and will comply with each of the Codes provisions to which I am subject.
Annual
[ ] I further certify that I have complied with and will continue to comply with each of the provisions of the Code to which I am subject.
Signature | Date | |||
Received by (name and title): | Date |
Exhibit 12(a)(2)
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT
AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Alan Goodson, certify that:
1. I have reviewed this report on Form N-CSR of The Asia Tigers Fund, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
4. The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the registrants second fiscal half-year covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: December 29, 2014 | ||
/s/ Alan Goodson | ||
Alan Goodson Principal Executive Officer |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT
AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Andrea Melia, certify that:
1. I have reviewed this report on Form N-CSR of The Asia Tigers Fund, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;
4. The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the registrants second fiscal half-year covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: December 29, 2014 | ||
/s/ Andrea Melia | ||
Andrea Melia Principal Financial Officer |
Exhibit 12(b)
CERTIFICATION PURSUANT TO RULE 30A-2(B) UNDER THE 1940 ACT
AND SECTION 906 OF THE SARBANES-OXLEY ACT
Alan Goodson, Principal Executive Officer, and Andrea Melia, Principal Financial Officer, of The Asia Tigers Fund, Inc., a Maryland corporation (the Registrant), each certify that:
1. The Registrants periodic report on Form N-CSR for the period ended October 31, 2014 (the Form N-CSR) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, as applicable; and
2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
PRINCIPAL EXECUTIVE OFFICER The Asia Tigers Fund, Inc. | ||||
/s/ Alan Goodson | ||||
Alan Goodson | ||||
Date: December 29, 2014 |
PRINCIPAL FINANCIAL OFFICER The Asia Tigers Fund, Inc. | ||||
/s/ Andrea Melia | ||||
Andrea Melia | ||||
Date: December 29, 2014 |
This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 12(c)
PROXY VOTING POLICY
I. | Generally |
Rules adopted by the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, as amended (the 1940 Act) require the Funds to disclose publicly its proxy voting policies and procedures, as well as its actual proxy votes. The SEC rules also permit the Funds to delegate its proxy voting responsibilities to the Funds Investment Manager, Investment Adviser, and Subadvisers (collectively the Advisers). In connection with this ability to delegate proxy voting responsibilities, the SEC has adopted rules under the Investment Advisers Act of 1940, as amended, that require the Advisers to adopt and implement written proxy voting policies and procedures that are reasonably designed to ensure that it votes proxies on behalf of its clients, when given such authority, in the best interests of those clients.
Consistent with the SECs requirements, the Funds have delegated responsibility for voting its proxy to the Funds Investment Manager, Investment Adviser and Subadvisers. The Advisers have adopted proxy voting policies and procedures to ensure the proper, and timely, voting of the proxies on behalf of the Funds. Moreover, the Advisers will assist the Funds in the preparation of each Funds complete proxy voting record on Form N-PX for the twelve-month period ended June 30, by no later than August 31 of each year.
II. | Procedures |
Each Fund shall ensure that its investment manager, investment adviser and subadvisers are compliant with applicable rules and regulations. These rules and regulations require, in part, that each Fund disclose how it votes each proxy. The rules and regulations also require that the Advisers disclose that they have (1) adopted and implemented proxy voting policies; and (2) adopted procedures regarding how each portfolio security is voted in relation to each Fund. The Adviser must disclose that the procedures are the following:
1. | are written; |
2. | are reasonably designed to ensure that the adviser votes proxies in the best interest of the advisers clients; |
3. | describe the advisers proxy voting procedures to the advisers clients and provides copies of the advisers proxy voting procedures on request; |
4. | set forth the process by which the adviser evaluates the issues presented by a proxy and records the advisers decision about how the proxy will be voted; |
5. | establish procedures for the identification and handling of proxies that involve material conflicts of interest with the advisers clients; and |
6. | disclose to the advisers clients how the clients may obtain information on how the adviser voted the clients proxies. |
The Funds also shall disclose to shareholders the policies and procedures that are used to determine how to vote proxies. The Funds include in the Funds statement of additional information appropriate summary disclosure regarding the proxy voting policies and procedures of the Funds adviser and subadvisers, and any third party retained by the Funds investment adviser or sub-adviser to determine how to vote proxies. In addition, as required by the financial statements requirements of Form N-1A and N-2, the Funds financial statements must include a statement that a description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available, without charge: (i) upon request, by calling a specified toll-free (or collect) telephone number; or (ii) on the Funds website; and (iii) on the SEC website at www.sec.gov.
The Funds also shall file with the SEC, on an annual basis, the complete proxy voting record of each Fund on Form N-PX for the twelve-month period ending June 30th, by no later than August 31st of each year, which Report on Form N-PX shall be executed by the principal executive officer of the each Fund. Each Funds proxy voting record on the Form N-PX Report shall be made available by each Fund, without charge, upon request, by calling specified toll-free (or collect) telephone number (but is not available on the Funds website). If a Fund receives a telephonic request for a proxy voting record, the Fund shall send the requested information disclosed in the Funds most-recently filed Report on Form N-PX within three (3) business days of the receipt of the request for this information, by first-class mail or other means designed to ensure equally prompt delivery.
Sub-advisers to the Funds must have procedures and internal controls to ensure compliance with proxy voting regulations. Specifically, the sub-advisers must have procedures for the reporting of proxy voting, and communicating changes in proxy voting policies to the Funds. Prior to Board approval of new advisers, the Chief Compliance Officer (CCO) reviews the proxy voting policies and procedures of the sub-adviser. The CCO ensures that any inadequate procedures or controls of a sub-adviser are reported to the Board and must be corrected in a timely manner.
Exhibit 12(d)
Aberdeen U.S. Registered Advisers
Proxy Voting Policies and Procedures
As of August 29, 2012
The following are proxy voting policies and procedures (Policies and Procedures) adopted by affiliated investment advisers registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended (Advisers Act), that are subsidiaries of Aberdeen Asset Management PLC (AAM); including, specifically, Aberdeen Asset Management Inc., a Delaware Corporation, (Aberdeen US), Aberdeen Asset Management Asia Limited, a Singapore Corporation (Aberdeen Singapore), Aberdeen Asset Management Limited, an Australian Corporation (Aberdeen AU), and Aberdeen Asset Managers Limited, a UK Corporation (AAM UK), (collectively referred to herein as Aberdeen Advisers and each an Aberdeen Adviser) (collectively with AAM, Aberdeen). These Policies and Procedures address proxy voting considerations under U.S. law and regulation and under Canadian securities laws. These Policies and Procedures do not address the laws or requirements of other jurisdictions.
Each of the Aberdeen Advisers provides advisory resources to certain U.S. clients, including substantive advice on voting proxies for certain equity securities. These Policies and Procedures are adopted to ensure compliance by the Aberdeen Advisers with Rule 206(4)-6 under the Advisers Act and other applicable fiduciary obligations under rules and regulations of the SEC and interpretations of its staff with respect to proxies for voting securities held by client portfolios.
Clients may consist of investment companies registered under the Investment Company Act of 1940, as amended (1940 Act) (Funds and each a Fund), and other U.S. residents as well as non-U.S. registered funds or clients. Each Aberdeen Adviser follows these Policies and Procedures for each of its respective U.S. clients as required under the Advisers Act and other applicable law, unless expressly directed by a client in writing to refrain from voting that clients proxies or to vote in accordance with the clients proxy voting policies and procedures. Aberdeen Advisers who advise or subadvise the Funds follow both these Policies and Procedures and the proxy voting policies and procedures adopted by the Funds and their respective Boards of Directors or Trustees. Aberdeen Advisers located outside the U.S. may provide proxy voting services to their non-U.S. based clients in accordance with the jurisdiction in which the client is located. Aberdeen US, Aberdeen Singapore and Aberdeen AU will provide proxy voting services to Canadian investment funds in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure.
I. | Definitions |
A. Best interest of clients. Clients best economic interests over the long term that is, the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interest is generally uniform.
B. Material conflict of interest. Circumstances when an Aberdeen Adviser or any member of senior management, portfolio manager or portfolio analyst knowingly does business with a particular proxy issuer or closely affiliated entity, which may appear to create a material conflict between the interests of the Aberdeen Adviser and the interests of its clients in how proxies of that issuer are voted. A material conflict of interest might also exist in unusual circumstances when Aberdeen has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and an affiliate of an Aberdeen Adviser.
II. | General Voting Policies |
A. Clients Best Interest. These Policies and Procedures are designed and implemented in a way that is reasonably expected to ensure that proxies are voted in the best interests of clients. Proxies are voted with the aim of furthering the best economic interests of clients, promoting high levels of corporate governance and adequate disclosure of company policies, activities and returns, including fair and equal treatment of stockholders.
B. Shareholder Activism. Aberdeen Advisers seek to develop relationships with the management of portfolio companies to encourage transparency and improvements in the treatment of employees, owners and stakeholders. Thus, Aberdeen Advisers may engage in dialogue with the management of portfolio companies with respect to pending proxy voting issues.
C. Case-by-Case Basis. These Policies and Procedures are guidelines. Each vote is ultimately cast on a case-by-case basis, taking into consideration the contractual obligations under the advisory agreement or comparable document, and all other relevant facts and circumstances at the time of the vote. Aberdeen Advisers may cast proxy votes in favor of management proposals or seek to change the views of management, considering specific issues as they arise on their merits. Aberdeen Advisers may also join with other investment managers in seeking to submit a shareholder proposal to a company or to oppose a proposal submitted by the company. Such action may be based on fundamental, social, environmental or human rights grounds.
D. Individualized. These Policies and Procedures are tailored to suit Aberdeens advisory business and the types of securities portfolios Aberdeen Advisers manage. To the extent that clients (e.g., investment companies, corporations, pension plans) have adopted their own procedures, Aberdeen Advisers may vote the same securities differently depending upon clients directions.
E. Material Conflicts of Interest. Material conflicts are resolved in the best interest of clients. When a material conflict of interest between an Aberdeen Adviser and its respective client(s) is identified, the Aberdeen Adviser will choose among the procedures set forth in Section IV.B.2. below to resolve such conflict.
F. Limitations. The circumstances under which Aberdeen may take a limited role in voting proxies, include the following:
1. | No Responsibility. Aberdeen Advisers will not vote proxies for client accounts in which the client contract specifies that Aberdeen will not vote. Under such circumstances, the clients custodians are instructed to mail proxy material directly to such clients or the clients designees. |
2. | Limited Value. An Aberdeen Adviser may abstain from voting a client proxy if the Aberdeen Adviser determines that the effect on shareholders economic interests or the value of the portfolio holding is indeterminable or insignificant. Aberdeen Advisers may also abstain from voting the proxies of portfolio companies held in their passively managed funds. Proxies with respect to securities that have been sold before the date of the shareholders meeting and are no longer held by a client generally will not be voted. |
3. | Unjustifiable Costs. An Aberdeen Adviser may abstain from voting a client proxy for cost reasons (e.g., non-U.S. securities). |
4. | Securities Lending Arrangements. If voting securities are part of a securities lending program, Aberdeen may be unable to vote while the securities are on loan. |
5. | Share Blocking. Certain jurisdictions may impose share blocking restrictions at various times which may prevent Aberdeen from exercising its voting authority. |
6. | Special Considerations. Aberdeens responsibilities for voting proxies are determined generally by its obligations under each advisory contract or similar document. If a client requests in writing that an Aberdeen Adviser vote its proxy in a manner inconsistent with these Policies and Procedures, the Aberdeen Adviser may follow the clients direction or may request that the client vote the proxy directly. |
G. Sources of Information. The Aberdeen Advisers may conduct research internally and/or use the resources of an independent research consultant. The Aberdeen Advisers may consider legislative materials, studies of corporate governance and other proxy voting issues, and/or analyses of shareholder and management proposals by a certain sector of companies, e.g., Fortune 500 companies.
H. Subadvisers. To the extent that an Aberdeen Adviser may rely on subadvisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis, the Aberdeen Adviser may delegate responsibility for voting proxies to the subadviser. However, such subadvisers will be required either to follow these Policies and Procedures or to demonstrate that their proxy voting policies and procedures are consistent with these Policies and Procedures or otherwise implemented in the best interests of the Aberdeen Advisers clients.
I. Availability of Policies and Procedures. Aberdeen Advisers will provide clients with a copy of these Policies and Procedures, as revised from time to time, upon request.
J. Disclosure of Vote. As disclosed in Part 2 of each Aberdeen Advisers Form ADV, a client may obtain information on how its proxies were voted by requesting such information from its Aberdeen Adviser. Aberdeen Advisers do not generally disclose client proxy votes to third parties, other than as required for Funds, unless specifically requested, in writing, by the client.
III. | Specific Voting Policies |
A. General Philosophy.
| Support existing management on votes on the financial statements of a company and the election of the Board of Directors; |
| Vote for the acceptance of the accounts unless there are grounds to suspect that either the accounts as presented or audit procedures used, do not present an accurate picture of company results; and |
| Support routine issues such as the appointment of independent auditors, allocation of income and the declaration of stock (scrip) dividend proposals provided there is a cash alternative. |
B. Anti-takeover Measures. Aberdeen Advisers vote on anti-takeover measures on a case-by-case basis taking into consideration such factors as the long-term financial performance of the target company relative to its industry competition. Key measures of performance will include the growth rates for sales, operating income, net income and total shareholder returns. Other factors which will be considered include margin analysis, cash flow and debt levels.
C. Proxy Contests for Control. Aberdeen Advisers vote on proxy contests for control on a case-by-case basis taking into consideration such factors as long-term financial performance of the target company relative to its industry, managements track record, background to the proxy contest, qualifications of director nominees, evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and stock ownership positions.
D. Contested Elections. Aberdeen Advisers vote on contested elections on a case-by-case basis taking into consideration such factors as the qualifications of all director nominees. Aberdeen Advisers also consider the independence of board and key committee members and the corporate governance practices of the company.
E. Executive compensation proposals. Aberdeen Advisers consider such proposals on a case-by-case basis taking into consideration such factors as executive pay and spending perquisites, particularly in conjunction with sub-par performance and employee layoffs.
F. Shareholder Proposals. Aberdeen Advisers consider such proposals on a case-by-case basis. Aberdeen Advisers support those proposals which will improve the companys corporate governance or business profile at a reasonable cost, but may oppose proposals which result in significant cost being incurred with little or no benefit to the company or its shareholders.
IV. | Proxy Voting Procedures |
This section applies to each Aberdeen Adviser except to the extent that certain procedures are identified as applicable only to a specific Aberdeen Adviser.
A. Obtain Proxy.
Registered owners of record, e.g., trustees or custodian banks, that receive proxy materials from the issuer or its information agent, are instructed to sign physical proxy cards in blank and forward directly to the Global Voting Team based in Scotland (GVT). Proxies may also be delivered electronically by custodians using proxy services Institutional Shareholder Services (ISS). Each proxy received is matched to the securities to be voted.
B. Material Conflicts of Interest.
1. | Portfolio managers and research analysts (Analysts) and senior management of each Aberdeen Adviser have an affirmative duty to disclose any personal conflicts such as officer or director positions held by them, their spouses or close relatives in the portfolio company or attempts by the portfolio company to exert influence over such person with respect to their vote. Conflicts based on business relationships or dealings of affiliates of any Aberdeen Adviser will only be considered to the extent that the Aberdeen Adviser has actual knowledge of such business relationships. Details of each conflict are maintained in a Conflicts of Interest Record. The GVT is responsible for referring to the Conflicts of Interest Record to identify whether there is a material conflicts of interest relating to the securities to be voted. |
2. | When a material conflict of interest between an Aberdeen Advisers interests and its clients interests appears to exist, this fact is highlighted by the GVT when the details of the vote are sent to the relevant Analyst. The Analyst may choose among the following options to eliminate such conflict: (1) vote in accordance with these Policies and Procedures if it involves little or no discretion; (2) vote as recommended by a third party service if the Aberdeen Adviser utilizes such a service; (3) echo vote or mirror vote the proxies in the same proportion as the votes of other proxy holders that are not Aberdeen clients; (4) if possible, erect information barriers around the person or persons making voting decisions sufficient to insulate the decision from the conflict; (5) if practical, notify affected clients of the conflict of interest and seek a waiver of the conflict; or (6) if agreed upon in writing with the client, forward the proxies to affected clients allowing them to vote their own proxies. The Analyst is responsible for documenting their acknowledgement of the conflict, the method used to vote the proxy, and an appropriate rationale for their recommendation. |
C. Analysts. The proxy administration process is carried out by the GVT. The GVT ensures that each proxy statement is directed to the appropriate Analyst. If a third party recommendation service has been retained, the GVT will forward the proxy statement to the Analyst with the recommendation highlighted. The Analyst will determine whether to vote as recommended by the service provider or to recommend an alternative and shall advise the GVT. The Analyst may consult with the GVT as necessary. If the Analyst recommends voting against the third party recommendation, he or she is responsible for
documenting the reasons for such recommendation and that no conflict of interest influenced such recommendation. If no third party recommendation service is utilized or if no recommendation is provided, the Analyst is responsible for documenting the rationale for his or her vote recommendation. If a material conflict of interest is noted, the Analyst will follow the conflict of interest procedures set forth in Section IV.B.2 above.
D. Vote. The following describes the breakdown of responsibilities between the GVT and the Analyst in voting portfolio securities and the extent to which the Aberdeen Advisers rely on third party service providers.
The GVT is responsible for ensuring that votes for Aberdeen Advisers clients are cast in a timely fashion and in accordance with these Policies and Procedures. In addition, the GVT is primarily responsible for administering proxy votes for the US and Canadian Funds which are advised or sub-advised by the Aberdeen Advisers.
Responsibility for considering the substantive issues relating to any vote and for deciding how shares will be voted resides with the relevant Analyst.
The Aberdeen Advisers have engaged ISS, a third party service provider, to provide (1) notification of impending votes; (2) research into non-routine votes, including shareholder resolutions; (3) voting recommendations which may be viewed on-line; and (4) web-based voting. In the absence of any material conflict of interest, the Aberdeen Advisers may either vote in accordance with the ISS recommendation or decline to follow the ISS recommendation based on its own view of the agenda item provided that decisions to vote contrary to the ISS recommendation are documented as set forth in Section IV.C., above. In the event of a material conflict of interest, the Aberdeen Advisers will follow the procedures outlined in Section IV.B.2, above.
E. Review. GVT are responsible for ensuring that proxy materials are received in a timely manner and reconciled against holdings on the record date of client accounts over which the Aberdeen Adviser has voting authority to ensure that all shares held on the record date, and for which a voting obligation exists, are voted.
V. | Documentation, Recordkeeping and Reporting Requirements |
A. Documentation.
Each Advisers Chief Compliance Officer is responsible for implementing and updating these Policies and Procedures;
The GVT is responsible for:
1. | Overseeing the proxy voting process; |
2. | Consulting with portfolio managers/analysts for the relevant portfolio security; and |
3. | Maintaining manual proxy voting records, if any, and overseeing and reviewing voting execution and recordkeeping by third party providers such as ISS. |
B. Record Keeping.
1. | Each Aberdeen Adviser maintains or procures the maintenance of records of all proxies it has voted. As permitted by Rule 204-2(c), electronic proxy statements and the record of each vote cast by each client account may be maintained by ISS. |
A US Funds proxy voting record must be filed with the SEC on Form N-PX. Form N-PX must be completed and signed in the manner required, containing a funds proxy voting record for the most recent twelve-month period ended June 30th. If an Aberdeen Adviser delegates this reporting responsibility to a third party service provider such as ISS, it will ensure that the third party service provider files Form N-PX accordingly. Aberdeen Advisers shall obtain and maintain an undertaking from ISS to provide copies of proxy voting records and other documents relating to its clients votes promptly upon request. Aberdeen Advisers and ISS may rely on the SECs EDGAR system to keep records of certain proxy statements if the proxy statements are maintained by issuers on that system (e.g., large U.S.-based issuers). |
2. | As required by Rule 204-2(c), such records will also include: (a) a copy of the Policies and Procedures; (b) a copy of any document created by the Aberdeen Adviser that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (c) each written client request for proxy voting records and the Aberdeen Advisers written response to any (written or oral) client request for such records. |
3. | Duration. Proxy voting books and records will be maintained in an easily accessible place for a period of five years, the first two in an appropriate office of the Aberdeen Adviser. |
C. Reporting. The Aberdeen Advisers will initially inform clients of these Policies and Procedures by summary disclosure in Part 2 of their respective Forms ADV. Upon receipt of a clients request for more information, the Aberdeen Advisers will provide to the client a copy of these Policies and Procedures and/or, in accordance with the clients stated requirements, how the clients proxies were voted during the period requested subsequent to the adoption of these Policies and Procedures. Such periodic reports, other than those required for Funds, will not be made available to third parties absent the express written request of the client. However, to the extent that any Aberdeen Adviser may serve as a subadviser to another adviser to a Client, such Aberdeen Adviser will be deemed to be authorized to provide proxy voting records on such Client accounts to such other adviser.
For Canadian investment funds, Aberdeen US, Aberdeen AU and Aberdeen Singapore will assist in preparing annual proxy voting records for the period ending June 30 of each year and will post an annual proxy voting record on each Canadian investment funds website no later than August 31 of each year. Upon receipt of a client or securityholders request, Aberdeen US, Aberdeen AU or Aberdeen Singapore will make available a copy of these Policies and Procedures and the Canadian investment funds proxy voting record, without charge, to any client or securityholder upon a request made by the client or securityholder after August 31.
D. Review of Policies and Procedures. These Policies and Procedures will be subject to review on a periodic basis as deemed appropriate by the Aberdeen Advisers. Any questions regarding the Policies and Procedures should be directed to the Compliance Department of the respective Aberdeen Adviser.
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