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: | 811-06142 | |
Exact name of registrant as specified in charter: | abrdn Japan Equity Fund, Inc. | |
Address of principal executive offices: | 1900 Market Street, Suite 200 | |
Philadelphia, PA 19103 | ||
Name and address of agent for service: | Andrea Melia | |
abrdn Inc. | ||
1900 Market Street Suite 200 | ||
Philadelphia, PA 19103 | ||
Registrant’s telephone number, including area code: | 1-800-522-5465 | |
Date of fiscal year end: | October 31 | |
Date of reporting period: | October 31, 2022 |
Item 1. Reports to Stockholders.
NAV2,3 | -32.88% |
Market Price2 | -31.92% |
TOPIX (Net Total Return)4 | -24.36% |
NAV | Closing Market Price | Premium(+)/ Discount(-) | |
10/31/2022 | $6.02 | $5.29 | -12.13% |
10/31/2021 | $10.70 | $9.27 | -13.40% |
1 | Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than original cost. Current performance may be lower or higher than the performance quoted. Net asset value return data include investment management fees, custodial charges and administrative fees (such as Director and legal fees) and assumes the reinvestment of all distributions. |
2 | Assuming the reinvestment of dividends and distributions. |
3 | The Fund’s total return is based on the reported NAV for each financial reporting period end and may differ from what is reported on the Financial Highlights due to financial statement rounding or adjustments. |
4 | The TOPIX (Net Total Return) Index is a free-float adjusted market capitalization-weighted index that is calculated based on all the domestic common stocks listed on the Tokyo Stock Exchange First Section. The TOPIX Net Total Return Index is calculated net of withholding taxes to which the Fund is generally subject. The TOPIX Net Total Return Index shows the measure of current market capitalization assuming that market capitalization as of the base date (January 4, 1968) is 100 points. Indices are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. |
abrdn Japan Equity Fund, Inc. | 1 |
• | Visit: https://www.abrdn.com/en-us/cefinvestorcenter |
• | Email: Investor.Relations@abrdn.com; or |
• | Call: 1-800-522-5465 (toll free in the U.S.). |
Alan Goodson
President
2 | abrdn Japan Equity Fund, Inc. |
1 | Monetary policy – Decisions made by a government, usually through its central bank, regarding the amount of money in circulation in the economy. This includes setting official interest rates. |
2 | Net asset value (NAV) – A key measure of the value of a company, fund or trust – the total value of assets less liabilities, divided by the number of shares. |
abrdn Japan Equity Fund, Inc. | 3 |
3 | Leverage – usually refers to a fund being exposed by more than 100% of its net asset value to assets or markets; typically resulting from the use of debt or derivatives. |
4 | abrdn Japan Equity Fund, Inc. |
abrdn Japan Equity Fund, Inc. | 5 |
1 Year | 3 Years | 5 Years | 10 Years | |
Net Asset Value (NAV) | -32.88% | -4.77% | -2.86% | 5.95% |
Market Price | -31.92% | -3.31% | -3.11% | 5.91% |
TOPIX (Net Total Return) | -24.36% | -3.66% | -1.59% | 5.36% |
6 | abrdn Japan Equity Fund, Inc. |
Sectors | |
Information Technology | 18.7% |
Consumer Discretionary | 17.0% |
Industrials | 15.4% |
Consumer Staples | 15.1% |
Health Care | 14.7% |
Financials | 11.2% |
Materials | 6.8% |
Real Estate | 6.2% |
Communication Services | 5.3% |
Short-Term Investment | -% |
Liabilities in Excess of Other Assets | (10.4%) |
100.0% |
Top Ten Holdings | |
Tokio Marine Holdings, Inc. | 6.4% |
Tokyu Fudosan Holdings Corp. | 4.4% |
Sony Group Corp. | 3.7% |
Keyence Corp. | 3.6% |
Toyota Motor Corp. | 3.6% |
SHO-BOND Holdings Co. Ltd. | 3.6% |
Ajinomoto Co., Inc. | 3.5% |
KDDI Corp. | 3.4% |
Asahi Group Holdings Ltd. | 3.1% |
Welcia Holdings Co. Ltd. | 3.1% |
abrdn Japan Equity Fund, Inc. | 7 |
Shares | Value | ||
COMMON STOCKS—110.4% | |||
JAPAN—110.4% | |||
Communication Services—5.3% | |||
Direct Marketing MiX, Inc. | 67,900 | $ 767,249 | |
KDDI Corp.(a) | 94,700 | 2,799,045 | |
Okinawa Cellular Telephone Co. | 26,600 | 503,021 | |
ValueCommerce Co. Ltd. | 19,300 | 281,545 | |
4,350,860 | |||
Consumer Discretionary—17.0% | |||
Denso Corp. | 34,200 | 1,696,864 | |
Koito Manufacturing Co. Ltd.(a) | 20,600 | 292,455 | |
Nitori Holdings Co. Ltd. | 9,100 | 824,615 | |
Resorttrust, Inc. | 129,000 | 1,985,502 | |
Scroll Corp. | 134,300 | 622,846 | |
Shoei Co. Ltd. | 40,500 | 1,493,576 | |
Sony Group Corp.(a) | 44,900 | 3,027,815 | |
Toyota Motor Corp.(a) | 211,900 | 2,940,027 | |
Workman Co. Ltd. | 5,600 | 191,042 | |
Yamaha Corp. | 19,500 | 736,208 | |
13,810,950 | |||
Consumer Staples—15.1% | |||
Ajinomoto Co., Inc. | 104,300 | 2,868,585 | |
Asahi Group Holdings Ltd.(a) | 89,800 | 2,512,669 | |
Milbon Co. Ltd. | 37,500 | 1,546,265 | |
Seven & i Holdings Co. Ltd. | 31,700 | 1,183,309 | |
Shiseido Co. Ltd. | 15,400 | 531,873 | |
Suntory Beverage & Food Ltd. | 35,300 | 1,181,021 | |
Welcia Holdings Co. Ltd. | 119,200 | 2,491,445 | |
12,315,167 | |||
Financials—11.2% | |||
Japan Exchange Group, Inc. | 51,100 | 671,545 | |
Tokio Marine Holdings, Inc.(a) | 285,700 | 5,172,643 | |
Tokyo Century Corp.(a) | 50,600 | 1,725,834 | |
WealthNavi, Inc.(b) | 49,800 | 463,596 | |
Zenkoku Hosho Co. Ltd. | 32,200 | 1,062,499 | |
9,096,117 | |||
Health Care—14.7% | |||
AS One Corp. | 19,600 | 835,791 | |
Asahi Intecc Co. Ltd. | 48,800 | 831,315 | |
Astellas Pharma, Inc. | 99,900 | 1,378,438 | |
Chugai Pharmaceutical Co. Ltd.(a) | 78,400 | 1,816,674 | |
Daiichi Sankyo Co. Ltd. | 50,500 | 1,616,543 | |
Hoya Corp.(a) | 14,100 | 1,310,755 | |
Jeol Ltd. | 22,700 | 830,665 | |
Menicon Co. Ltd. | 32,900 | 561,733 | |
Olympus Corp. | 113,100 | 2,384,656 | |
Takara Bio, Inc. | 29,900 | 349,817 | |
11,916,387 | |||
Industrials—15.4% | |||
AGC, Inc. | 21,600 | 676,835 | |
Amada Co. Ltd.(a) | 66,100 | 464,919 | |
Daikin Industries Ltd.(a) | 15,200 | 2,276,765 | |
FANUC Corp.(a) | 4,300 | 562,662 | |
Makita Corp.(a) | 9,700 | 177,253 | |
MISUMI Group, Inc.(a) | 102,400 | 2,181,063 |
Shares | Value | ||
Nabtesco Corp. | 26,200 | $ 556,498 | |
Nihon M&A Center Holdings, Inc. | 97,800 | 1,103,556 | |
Recruit Holdings Co. Ltd.(a) | 38,100 | 1,172,382 | |
SHO-BOND Holdings Co. Ltd. | 67,700 | 2,928,707 | |
Takuma Co. Ltd. | 49,300 | 409,301 | |
12,509,941 | |||
Information Technology—18.7% | |||
Advantest Corp.(a) | 12,500 | 658,020 | |
Appier Group, Inc.(b) | 72,100 | 688,394 | |
Elecom Co. Ltd. | 100,000 | 926,384 | |
Fukui Computer Holdings, Inc. | 28,900 | 674,722 | |
Ibiden Co. Ltd. | 23,000 | 775,269 | |
Kaga Electronics Co. Ltd. | 40,000 | 1,185,473 | |
Keyence Corp.(a) | 7,800 | 2,941,107 | |
Kohoku Kogyo Co. Ltd. | 17,200 | 906,442 | |
NEC Corp. | 30,800 | 1,019,507 | |
NEC Networks & System Integration Corp. | 85,000 | 910,863 | |
Nomura Research Institute Ltd. | 55,700 | 1,232,652 | |
Otsuka Corp. | 42,400 | 1,335,267 | |
Sansan, Inc.(b) | 55,800 | 553,317 | |
Tokyo Electron Ltd. | 2,200 | 578,812 | |
Zuken, Inc. | 36,700 | 827,259 | |
15,213,488 | |||
Materials—6.8% | |||
Kansai Paint Co. Ltd.(a) | 67,600 | 882,125 | |
Nippon Paint Holdings Co. Ltd. | 240,200 | 1,530,800 | |
Nippon Sanso Holdings Corp.(a) | 69,900 | 1,112,907 | |
Shin-Etsu Chemical Co. Ltd.(a) | 19,100 | 1,985,062 | |
5,510,894 | |||
Real Estate—6.2% | |||
Heiwa Real Estate Co. Ltd.(a) | 16,300 | 451,977 | |
Katitas Co. Ltd. | 42,900 | 960,000 | |
Tokyu Fudosan Holdings Corp.(a) | 709,300 | 3,598,685 | |
5,010,662 | |||
Total Japan | 89,734,466 | ||
Total Common Stocks | 89,734,466 | ||
SHORT-TERM INVESTMENT—0.0% | |||
State Street Institutional U.S. Government Money Market Fund, Premier Class, 3.01%(c) | 34,562 | 34,562 | |
Total Short-Term Investment | 34,562 | ||
Total Investments (Cost $107,268,464)(d)—110.4% | 89,769,028 | ||
Liabilities in Excess of Other Assets—(10.4%) | (8,470,707) | ||
Net Assets—100.0% | $81,298,321 |
(a) | All or a portion of the security has been designated as collateral for the line of credit. |
(b) | Non-income producing security. |
(c) | Registered investment company advised by State Street Global Advisors. The rate shown is the 7 day yield as of October 31, 2022. |
(d) | See accompanying Notes to Financial Statements for tax unrealized appreciation/(depreciation) of securities. |
8 | abrdn Japan Equity Fund, Inc. |
Assets | |
Investments, at value (cost $107,233,902) | $89,734,466 |
Short-term investments, at value (cost $34,562) | 34,562 |
Foreign currency, at value (cost $890,617) | 885,136 |
Receivable for investments sold | 420,060 |
Interest and dividends receivable | 571,217 |
Tax reclaim receivable | 77,100 |
Prepaid expenses and other assets | 14,400 |
Total assets | 91,736,941 |
Liabilities | |
Line of credit payable (Note 7) | 10,226,394 |
Due to broker | 91,023 |
Investment management fees payable (Note 3) | 27,357 |
Interest expense on line of credit | 8,270 |
Investor relations fees payable (Note 3) | 7,668 |
Administration fees payable (Note 3) | 6,186 |
Director fees | 6,000 |
Other accrued expenses | 65,722 |
Total liabilities | 10,438,620 |
Net Assets | $81,298,321 |
Composition of Net Assets | |
Common stock (par value $0.01 per share) (Note 5) | $135,058 |
Paid-in capital in excess of par | 95,884,649 |
Distributable accumulated loss | (14,721,386) |
Net Assets | $81,298,321 |
Net asset value per share based on 13,505,793 shares issued and outstanding | $6.02 |
abrdn Japan Equity Fund, Inc. | 9 |
Net Investment Income | |
Investment Income: | |
Dividends and other income (net of taxes withheld of $220,019) | $1,986,388 |
Total investment income | 1,986,388 |
Expenses: | |
Investment management fee (Note 3) | 372,257 |
Directors' fees and expenses | 184,177 |
Legal fees and expenses | 98,260 |
Administration fee (Note 3) | 92,902 |
Independent auditors’ fees and expenses | 60,401 |
Investor relations fees and expenses (Note 3) | 58,311 |
Transfer agent’s fees and expenses | 32,640 |
Reports to shareholders and proxy solicitation | 29,352 |
NYSE listing fee | 23,750 |
Custodian’s fees and expenses | 21,155 |
Insurance expense | 18,261 |
Miscellaneous | 33,912 |
Total operating expenses, excluding interest expense | 1,025,378 |
Interest expense | 101,842 |
Total operating expenses before reimbursed/waived expenses | 1,127,220 |
Less: Investor relations fee waiver (Note 3) | (246) |
Net expenses | 1,126,974 |
Net Investment Income | 859,414 |
Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions: | |
Net realized gain/(loss) from: | |
Investment transactions | (1,120,894) |
Foreign currency transactions | (332,250) |
(1,453,144) | |
Net change in unrealized appreciation/(depreciation) on: | |
Investments | (46,885,390) |
Foreign currency translation | 3,072,928 |
(43,812,462) | |
Net realized and unrealized loss from investments and foreign currencies | (45,265,606) |
Net Decrease in Net Assets Resulting from Operations | $(44,406,192) |
10 | abrdn Japan Equity Fund, Inc. |
For the Year Ended October 31, 2022 | For the Year Ended October 31, 2021 | |
Increase/(Decrease) in Net Assets: | ||
Operations: | ||
Net investment income | $859,414 | $1,087,870 |
Net realized gain/(loss) from investments and foreign currency transactions | (1,453,144) | 11,540,553 |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | (43,812,462) | 5,245,213 |
Net increase/(decrease) in net assets resulting from operations | (44,406,192) | 17,794,298 |
Distributions to Shareholders From: | ||
Distributable earnings | (13,275,407) | (5,828,556) |
Tax return of capital | (4,971,817) | – |
Net decrease in net assets from distributions | (18,247,224) | (5,828,556) |
Issuance of 97,257 and 0 shares of common stock, respectively due to stock distribution. | 527,002 | – |
Change in net assets | (62,126,414) | 11,965,742 |
Net Assets: | ||
Beginning of year | 143,424,735 | 131,458,993 |
End of year | $81,298,321 | $143,424,735 |
abrdn Japan Equity Fund, Inc. | 11 |
Cash flows from operating activities: | |
Net increase (decrease) in net assets resulting from operations | $(44,406,192) |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: | |
Investments purchased | (44,125,108) |
Investments sold and principal repayments | 61,230,072 |
Decrease in short-term investments, excluding foreign government | 72,684 |
Increase in cash due to broker | 91,023 |
Decrease in interest and dividends receivable | 213,033 |
Increase in prepaid expenses | (8,762) |
Decrease in interest payable on bank loan | (3,481) |
Decrease in accrued investment management fees payable | (11,425) |
Decrease in other accrued expenses | (40,722) |
Net change in unrealized depreciation of investments | 46,885,390 |
Net change unrealized appreciation on forward foreign currency translations | (3,072,928) |
Net realized loss on investments transactions | 1,120,894 |
Net cash provided by operating activities | 17,944,478 |
Cash flows from financing activities: | |
Distributions paid to shareholders | (18,247,224) |
Proceeds from reinvestment of dividends | 527,002 |
Net cash used in financing activities | (17,720,222) |
Effect of exchange rate on cash | (3,575) |
Net change in cash | 220,681 |
Unrestricted and restricted cash and foreign currency, beginning of year | 664,455 |
Unrestricted and restricted cash and foreign currency, end of year | $885,136 |
Supplemental disclosure of cash flow information: | |
Cash paid for interest and fees on borrowing | $105,323 |
12 | abrdn Japan Equity Fund, Inc. |
For the Fiscal Years Ended October 31, | |||||
2022 | 2021 | 2020 | 2019 | 2018 | |
PER SHARE OPERATING PERFORMANCE(a): | |||||
Net asset value, beginning of year | $10.70 | $9.80 | $8.97 | $8.66 | $10.30 |
Net investment income | 0.06 | 0.08 | 0.06 | 0.06 | 0.07 |
Net realized and unrealized gains/(losses) on investments and foreign currency transactions | (3.37) | 1.25 | 1.03 | 0.90 | (1.23) |
Total from investment operations | (3.31) | 1.33 | 1.09 | 0.96 | (1.16) |
Distributions from: | |||||
Net investment income | (0.12) | (0.06) | (0.07) | (0.07) | (0.06) |
Net realized gains | (0.87) | (0.37) | (0.19) | (0.58) | (0.42) |
Tax return of capital | (0.37) | – | – | – | – |
Total distributions | (1.36) | (0.43) | (0.26) | (0.65) | (0.48) |
Capital Share Transactions: | |||||
Impact of Stock Distribution | (0.01) | – | – | – | – |
Net asset value, end of year | $6.02 | $10.70 | $9.80 | $8.97 | $8.66 |
Market price, end of year | $5.29 | $9.27 | $8.22 | $7.53 | $7.40 |
Total Investment Return Based on(b): | |||||
Market price | (31.92%) | 17.78% | 12.75% | 11.42% | (15.22%) |
Net asset value | (32.88%) | 14.03% | 12.84% | 13.41% | (11.67%) |
Ratio to Average Net Assets Applicable to Common Shareholders/Supplementary Data: | |||||
Net assets applicable to common shareholders, end of year (000 omitted) | $81,298 | $143,425.0 | $131.5 | $120.3 | $115.9 |
Average net assets applicable to common shareholders (000 omitted) | $104,074 | $142,960 | $119,625 | $110,175 | $134,664 |
Net operating expenses, net of fee waivers/recoupments | 1.08% | 0.83% | 0.85% | 0.94% | 0.81% |
Net operating expenses, excluding fee waivers | 1.08% | – | – | – | – |
Net operating expenses, net of fee waivers and excluding interest expense | 0.99% | 0.76% | – | – | – |
Net Investment income | 0.83% | 0.76% | 0.63% | 0.71% | 0.69% |
Portfolio turnover | 38% | 45% | 34% | 42% | 32% |
Line of credit payable outstanding (000 omitted) | $10,226 | $13,330 | $– | $– | $– |
Asset coverage ratio on line of credit payable at year end(c) | 895% | 1,176% | – | – | – |
Asset coverage per $1,000 on line of credit payable at year end | $8,950 | $11,759 | $– | $– | $– |
(a) | Based on average shares outstanding. |
(b) | Total investment return based on market value is calculated assuming that shares of the Fund’s 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 Fund’s 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 Fund’s net asset value is substituted for the closing market value. |
(c) | Asset coverage ratio is calculated by dividing net assets plus the amount of any borrowings for investment purposes by the amount of any borrowings. |
abrdn Japan Equity Fund, Inc. | 13 |
October 31, 2022
14 | abrdn Japan Equity Fund, Inc. |
October 31, 2022
Security Type | Standard Inputs |
Foreign equities utilizing a fair value factor | Depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. |
Investments, at Value | Level 1 – Quoted Prices | Level 2 – Other Significant Observable Inputs | Level 3 – Significant Unobservable Inputs | Total |
Assets | ||||
Investments in Securities | ||||
Common Stocks | $– | $89,734,466 | $– | $89,734,466 |
Short-Term Investment | 34,562 | – | – | 34,562 |
Total Investments | $34,562 | $89,734,466 | $– | $89,769,028 |
Total Assets | $34,562 | $89,734,466 | $– | $89,769,028 |
i) | market value of investment securities, other assets and liabilities – at the current daily rates of exchange; and |
ii) | purchases and sales of investment securities, income and expenses – at the rate of exchange prevailing on the respective dates of such transactions. |
abrdn Japan Equity Fund, Inc. | 15 |
October 31, 2022
16 | abrdn Japan Equity Fund, Inc. |
October 31, 2022
Date | Shares Issued |
6/30/2022 | 45,868 |
9/30/2022 | 51,389 |
abrdn Japan Equity Fund, Inc. | 17 |
October 31, 2022
18 | abrdn Japan Equity Fund, Inc. |
October 31, 2022
abrdn Japan Equity Fund, Inc. | 19 |
October 31, 2022
Tax Cost of Securities | Unrealized Appreciation | Unrealized Depreciation | Net Unrealized Appreciation/ (Depreciation) |
$108,151,401 | $2,561,008 | $(20,943,381) | $(18,382,373) |
20 | abrdn Japan Equity Fund, Inc. |
October 31, 2022
October 31, 2022 | October 31, 2021 | |
Distributions paid from: | ||
Ordinary Income | $1,570,024 | $821,675 |
Net long-term capital gains | 11,705,383 | 5,006,881 |
Return of Capital | 4,971,817 | - |
Total tax character of distributions | $18,247,224 | $5,828,556 |
Undistributed Ordinary Income | $- |
Undistributed Long-Term Capital Gains | - |
Total undistributed earnings | $- |
Capital loss carryforward | $(509,271)* |
Other currency gains | — |
Other Temporary Differences | - |
Unrealized Appreciation/(Depreciation) | (14,212,115)** |
Total accumulated earnings/(losses) – net | $(14,721,386) |
* | On October 31, 2022, the Fund had a net capital loss carryforward of $(509,271) which will be available to offset like amounts of any future taxable gains. The Fund is permitted to carry forward capital losses for an unlimited period and capital losses that are carried forward will retain their character as either short-term or long-term capital losses. The breakdown of capital loss carryforwards are as follows: |
Amounts | Expires |
$509,271 | Unlimited (Short-Term) |
Paid-in Capital | Distributable Earnings/ (Accumulated Loss) |
$(59) | $59 |
abrdn Japan Equity Fund, Inc. | 21 |
abrdn Japan Equity Fund, Inc.:
December 29, 2022
22 | abrdn Japan Equity Fund, Inc. |
abrdn Japan Equity Fund, Inc. | 23 |
Votes For | Votes Against | Votes Abstained | |
Stephen Bird | 6,340,460 | 2,085,604 | 10,535 |
24 | abrdn Japan Equity Fund, Inc. |
• | the nature, quality, cost and extent of administrative services performed by abrdn Inc. (“AI”), an affiliate of the Investment Manager, under a separate agreement covering administrative services. |
abrdn Japan Equity Fund, Inc. | 25 |
• | so-called “fallout benefits” to the Investment Manager or AI, such as the benefits of research made available to AI by reason of brokerage commissions generated by the Fund’s securities transactions or reputational and other indirect benefits. The Board considered any possible conflicts of interest associated with these fallout and other benefits, and the reporting, disclosure and other processes in place to disclose and monitor such possible conflicts of interest. |
• | whether the Fund has operated in accordance with its investment objective, the Fund’s record of compliance with its investment restrictions, and the compliance programs of the Investment Manager. |
• | the effect of any market and economic volatility on the performance, asset levels and expense ratios of the Fund. |
26 | abrdn Japan Equity Fund, Inc. |
• | obligations of the U.S. Government, its agencies or instrumentalities (including repurchase agreements with respect to these securities), |
• | bank obligations (including certificates of deposit, time deposits and bankers’ acceptances) of U.S. banks and foreign banks denominated in any currency, |
• | short-term floating rate securities and other instruments denominated in any currency issued by international development agencies, banks and other financial institutions, governments and their agencies and instrumentalities, and corporations located in countries that are members of the Organization for Economic Cooperation and Development, |
• | obligations of U.S. corporations that are rated no lower than A-2 by Standard & Poor’s Rating Group or P-2 by Moody’s Investor Services or the equivalent by another rating service or, if unrated, deemed to be of equivalent quality by the Investment Manager, and |
• | shares of money market funds that are authorized to invest in short-term instruments described above. |
abrdn Japan Equity Fund, Inc. | 27 |
28 | abrdn Japan Equity Fund, Inc. |
abrdn Japan Equity Fund, Inc. | 29 |
30 | abrdn Japan Equity Fund, Inc. |
abrdn Japan Equity Fund, Inc. | 31 |
Assumed annual returns on the Fund's portfolio (net of expenses) | (10)% | (5)% | 0% | 5% | 10% |
Corresponding return of shareholder | (11.4%) | (5.7%) | (0.1%) | 5.5% | 11.2% |
32 | abrdn Japan Equity Fund, Inc. |
abrdn Japan Equity Fund, Inc. | 33 |
34 | abrdn Japan Equity Fund, Inc. |
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 Directorships Held by Director** |
Interested Directors | |||||
Stephen Bird† c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1967 | Class II Director | Since 2021; current term ends at the 2025 annual Meeting | Mr. Bird joined the Board of abrdn plc in July 2020 as Chief Executive-Designate, and was formally appointed Chief Executive Officer in September 2020. Previously, Mr. Bird served as chief executive officer of global consumer banking at Citigroup from 2015, retiring from the role in November 2019. His responsibilities encompassed all consumer and commercial banking businesses in 19 countries, including retail banking and wealth management, credit cards, mortgages, and operations and technology supporting these businesses. Prior to this, Mr. Bird was chief executive for all of Citigroup’s Asia Pacific business lines across 17 markets in the region, including India and China. Mr. Bird joined Citigroup in 1998, and during his 21 years with the company he held a number of leadership roles in banking, operations and technology across its Asian and Latin American businesses. Before this, he held management positions in the UK at GE Capital – where he was director of UK operations from 1996 to 1998 – and at British Steel. | 28 | None. |
Independent Directors | |||||
Radhika Ajmera c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1964 | Chair of Board of Directors, Class I Director, Audit Committee Member | Since 2014; chair since 2017. Current term ends at the 2024 annual Meeting | Ms. Ajmera was appointed Chair of abrdn Japan Equity Fund Inc in 2017, having served as a director since 2014. She has been an independent nonexecutive director of abrdn Asia-Pacific Income Fund VCC since 2015. She is also an independent non-executive director of abrdn Funds since 2020 and abrdn Global Income Fund Inc, abrdn Asia-Pacific Income Fund Inc and abrdn Australia Equity Fund Inc since 2021. She has over 20 years’ experience in fund management, predominantly in emerging markets. She has also held a number of UK closed end fund non-executive directorships. Ms. Ajmera is a graduate of the London School of Economics. | 23 | None. |
Anthony S. Clark c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1953 | Class III Director, Audit Committee Member | Since 2015; current term ends at the 2023 annual Meeting | Mr. Clark has been the Managing Member of Innovation Capital Management LLC, a registered investment adviser, since January 2016. Previously, Mr. Clark was Chief Investment Officer of the Pennsylvania State Employees’ Retirement System, Deputy Chief Investment Officer of the Pension Benefit Guaranty Corporation, and Director of Global Equities in the Investment Department of the Howard Hughes Medical Institute. Mr. Clark is a Chartered Financial Analyst (CFA). | 1 | Director of The Taiwan Fund, Inc. since 2017 |
abrdn Japan Equity Fund, Inc. | 35 |
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 Directorships Held by Director** |
P. Gerald Malone c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1950 | Class III Director | Since 2021; current term ends at the 2023 annual Meeting | Mr. Malone is, by profession, a lawyer of over 40 years. Currently, he is a non-executive director of a number of U.S. companies, including Medality Medical (medical technology company) since 2018. He is also Chairman of many of the open and closed end funds in the Fund Complex. He previously served as a non-executive director of U.S. healthcare company Bionik Laboratories Corp. (2018 - July 2022), as Independent Chairman of UK companies Crescent OTC Ltd (pharmaceutical services) until February 2018; and fluidOil Ltd. (oil services) until June 2018; U.S. company Rejuvenan llc (wellbeing services) until September 2017 and as chairman of UK company Ultrasis plc (healthcare software services company) until October 2014. Mr. Malone was previously a Member of Parliament in the U.K. from 1983 to 1997 and served as Minister of State for Health in the U.K. government from 1994 to 1997. | 28 | None. |
* | As of October 31, 2022, the Fund Complex consists of: abrdn Income Credit Strategies Fund, abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., abrdn Japan Equity Fund, Inc., The India Fund, Inc., abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Global Infrastructure Income Fund, abrdn Funds (which consists of 19 portfolios) and abrdn ETFs (which consists of 3 portfolios). For the purposes of listing the number of funds in the Fund Complex overseen by each Board member, each portfolio of abrdn Funds and abrdn ETFs is counted individually. |
** | Current directorships (excluding Fund Complex) as of October 31, 2022 held in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or (3) any company subject to the requirements of Section 15(d) of the Exchange Act. |
† | Mr. Bird is considered to be an “interested person” of the Fund as defined in the 1940 Act because of his affiliation with the Investment Manager. |
36 | abrdn Japan Equity Fund, Inc. |
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 |
Joseph Andolina** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1978 | Chief Compliance Officer; Vice President – Compliance | Since 2017 | Currently, Chief Risk Officer – Americas for abrdn Inc. and serves as the Chief Compliance Officer for abrdn Inc. Prior to joining the Risk and Compliance Department, he was a member of abrdn Inc.'s Legal Department, where he served as US Counsel since 2012. |
Chris Demetriou** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1983 | Vice President | Since 2020 | Currently, Chief Executive Officer – UK, EMEA and Americas. Mr. Demetriou joined abrdn Inc. in 2013, as a result of the acquisition of SVG, a FTSE 250 private equity investor based in London. |
Sharon Ferrari** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1977 | Vice President | Since 2014 | Currently, Senior Product Manager for abrdn Inc. Prior to that she was a Senior Fund Administration Manager for abrdn Inc. Ms. Ferrari joined the company in June 2008. |
Alan Goodson** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1974 | President | Since 2012 | Currently, Executive Director, Product & Client Solutions – Americas for abrdn Inc., overseeing Product Management & Governance , Product Development and Client Solutions for registered and unregistered investment companies in the U.S., Brazil and Canada. Mr. Goodson is Director and Vice President of abrdn Inc. and joined abrdn Inc. in 2000. |
Heather Hasson** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1982 | Vice President | Since 2012 | Currently, Senior Product Solutions and Implementation Manager for abrdn Inc. Ms. Hasson joined the company in November 2006. |
Robert Hepp** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1986 | Vice President | Since 2021 | Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Hepp joined abrdn Inc. as a Senior Paralegal in 2016. |
Megan Kennedy** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1974 | Vice President and Secretary | Since 2012 | Currently, Director, Senior Product Governance for abrdn Inc. Ms. Kennedy joined abrdn Inc. in 2005. |
Andrew Kim** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1983 | Vice President | Since 2021 | Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Kim joined abrdn Inc. as a Product Manager in 2013. |
Brian Kordeck** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1978 | Vice President | Since 2021 | Currently, Senior Product Manager – US for abrdn Inc. Mr. Kordeck joined abrdn Inc. as a Senior Fund Administrator in 2013. |
abrdn Japan Equity Fund, Inc. | 37 |
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 |
Kwok Chern - Yeh** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1976 | Vice President | Since 2021 | Currently, Deputy Head of Equities - Asia Pacific & Head of Equities -Japan. |
Michael Marsico** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1980 | Vice President | Since 2021 | Currently, Senior Product Manager – US for abrdn Inc. Mr. Marsico joined abrdn Inc. as a Fund Administrator in 2014. |
Andrea Melia** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1969 | Treasurer | Since 2012 | Currently, Vice President and Senior Director, Product Management for abrdn Inc. Ms. Melia joined abrdn Inc. in September 2009. |
Christian Pittard** c/o abrdn Investments Limited 280 Bishopsgate London, EC2M 4AG Year of Birth: 1973 | Vice President | Since 2012 | Currently, Group Head of Product Opportunities at abrdn and a Director of Aberdeen Asset Management PLC since 2010. Mr. Pittard joined abrdn from KPMG in 1999. |
Lucia Sitar** c\o abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1971 | Vice President | Since 2012 | Currently, Vice President and Head of Product Management and Governance for abrdn Inc. since 2020. Previously, Ms. Sitar was Managing U.S. Counsel for abrdn Inc. She joined abrdn Inc. as U.S. Counsel in July 2007. |
* | Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are elected annually at a meeting of the Board of Directors. |
** | Each officer may hold officer position(s) in one or more other funds which are part of the Fund Complex. |
38 | abrdn Japan Equity Fund, Inc. |
Stephen Bird
Anthony Clark
P. Gerald Malone
21 Church Street
#01-01 Capital Square Two
Singapore 049480
1900 Market Street, Suite 200
Philadelphia, PA 19103
1 Heritage Drive, 3rd Floor
North Quincy, MA 02171
P.O. Box 43006
Providence, RI 02940-3078
1601 Market Street
Philadelphia, PA 19103
1900 K Street N.W.
Washington D.C. 20006
1900 Market Street, Suite 200
Philadelphia, PA 19103
1-800-522-5465
Investor.Relations@abrdn.com
Item 2. Code of Ethics.
(a) | As of October 31, 2022, abrdn Japan Equity Fund, Inc. (the “Fund” or the “Registrant”) had adopted a Code of Ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the “Code of Ethics”). |
(b) | Definitional. |
(c) | There have been no amendments, during the period covered by this report, to a provision of the Code of Ethics. |
(d) | During the period covered by this report, there were no waivers to the provisions of the Code of Ethics. |
(e) | Not applicable |
(f) | 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 Registrant's Board of Directors has determined that Anthony Clark, 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. Clark as the Audit Committee’s financial expert. Mr. Clark is considered to be an “independent” director, as such term is defined in 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 Fees1 | (b) Audit-Related Fees2 | (c) Tax Fees3 | (d) All Other Fees4 | ||||||||||||
October 31, 2022 | $ | 54,790 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Percentage approved pursuant to pre-approval exception5 | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
October 31, 2021 | $ | 50,039 | $ | 0 | $ | 8,500 | $ | 0 | ||||||||
Percentage approved pursuant to pre-approval exception5 | 0 | % | 0 | % | 0 | % | 0 | % |
1 “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
2 “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares.
3 “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: federal and state income tax returns, review of excise tax distribution calculations and federal excise tax return.
4 “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.
5 Pre-approval exception under Rule 2-01 of Regulation S-X. The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.
(e)(1) | The Registrant’s Audit Committee (the “Committee”) has adopted a Charter that provides that the Committee shall annually select, retain or terminate, and recommend to the Independent Trustees for their ratification, the selection, retention or termination, the Registrant’s 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 Registrant’s investment adviser (the “Adviser”) or any sub-adviser, and to receive the independent auditor’s specific representations as to their independence, delineating all relationships that may affect the independent auditor’s independence, including the disclosures required by PCAOB Rule 3526 or any other applicable auditing standard. PCAOB Rule 3526 requires that, at least annually, the auditor: (1) disclose to the Committee in writing all relationships between the auditor and its related entities and the Registrant and its related entities that in the auditor’s professional judgment may reasonably be thought to bear on independence; (2) confirm in the letter that, in its professional judgment, it is independent of the Registrant within the meaning of the Securities Acts administered by the SEC; and (3) discuss the auditor’s independence with the audit committee. The Committee is responsible for actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the independent auditor. The Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Management or the Adviser that the Registrant, the 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 auditor’s independence. “Permissible non-audit services” include any professional services, including tax services, provided to the Registrant by the independent auditor, other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Registrant; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the PCAOB determines, by regulation, is impermissible. Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Registrant constitutes not more than 5% of the total amount of revenues paid by the Registrant to its auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Registrant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or its Delegate(s) prior to the completion of the audit. The Committee may delegate to one or more of its members (“Delegates”) authority to pre-approve permissible non-audit services to be provided to the Registrant. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Pursuant to this authority, the Registrant’s Committee delegates to the Committee Chair, subject to subsequent ratification by the full Committee, up to a maximum amount of $25,000, which includes any professional services, including tax services, provided to the Registrant by its independent registered public accounting firm other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the Registrant’s periodic reports required by Section 30 of the Investment Company Act of 1940, as amended, and other documents as required under the federal securities laws. |
(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) | Non-Audit Fees |
The following table shows the amount of fees that KPMG LLP billed during the Fund’s last two fiscal years for non-audit services to the Registrant, and to the Adviser, and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”):
Fiscal Year Ended | Total Non-Audit Fees Billed to Fund | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) | Total | ||||||||||||
October 31, 2022 | $ | 0 | $ | 0 | $ | 1,108,929 | $ | 1,108,929 | ||||||||
October 31, 2021 | $ | 8,500 | $ | 0 | $ | 1,547,556 | $ | 1,555,926 |
“Non-Audit Fees billed to Fund” for both fiscal years represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
(h) | Not applicable. |
(i) | Not applicable. |
(j) | Not applicable. |
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)). |
As of the fiscal year ended October 31, 2022, the Audit Committee members were:
Radhika Ajmera
Anthony Clark
P. Gerald Malone
(b) | Not applicable. |
Item 6. Schedule of 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 Registrant's Proxy Voting Policy and Procedures, the Registrant has delegated responsibility for its proxy voting to its Adviser, provided that the Registrant's Board of Directors has the opportunity to periodically review the Adviser's proxy voting policies and material amendments thereto.
The proxy voting policies of the Registrant are included herewith as Exhibit (c) and policies of the Adviser are included as Exhibit (d).
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) PORTFOLIO MANAGER BIOGRAPHIES
The Fund is managed by abrdn’s Asian Equities team. The Asian Equities team works in a collaborative fashion; all team members have both portfolio management and research responsibilities. The team is responsible for the day-to-day management of the Fund. As of the date of filing this report, the following individuals have primary responsibility for the day-to-day management of the Fund’s portfolio:
Individual & Position | Past Business Experience |
Hugh Young Chairman, abrdn Asia | Hugh Young is the Chairman for abrdn’s business in Asia. He was previously the Head of Asia Pacific for abrdn. Previously, he served as Head of Asia Pacific, a main board director and Head of Investments for Aberdeen Asset Management (before its merger with Standard Life plc in 2017). He joined the company in 1985 to manage Asian equities from London, having started his investment career in 1980. He founded Singapore-based abrdn Asia in 1992 as the regional headquarters. He is a director of a number of group subsidiary companies and group-managed investment trusts and funds. He graduated with a BA (Hons) in Politics from Exeter University. |
Adrian Lim Investment Director | Adrian Lim is an Investment Director on the Asian Equities team. He originally joined abrdn in 2001 as a Manager on the Private Equity team, on the acquisition of Murray Johnstone, but transferred to his current post soon afterwards. Previously, he worked for Arthur Andersen as an Associate Director advising clients on mergers & acquisitions in the region. he graduated with a BAcc from Nanyang Technological University, Singapore and is a CFA® charterholder. |
Flavia Cheong Head of Equities – Asia Pacific | Flavia Cheong is the Head of Equities - Asia Pacific on the Asian Equities team, where, as well as sharing responsibility for company research, she oversees regional portfolio construction. Before joining abrdn in 1996, she was an economist with the Investment Company of the People’s Republic of China, and earlier with the Development Bank of Singapore. She graduated with a BA in Economics and an MA (Hons) in Economics from the University of Auckland. She is a CFA® charterholder. |
Chern-Yeh Kwok Deputy Head of Equities - Asia Pacific & Head of Equities - Japa | Chern-Yeh Kwok is the Deputy Head of Asia Pacific Equities and the Head of Equities - Japan. He is based in Singapore. Chern-Yeh joined the company in 2005 from MSCI Barra where he was an equity research analyst. He has been involved in Japanese equity strategies since 2011, and was previously based in Tokyo from 2011 until 2021. Chern-Yeh holds a BA in Journalism from the University of Missouri - Columbia and holds an MSc in Finance from the London Business School. |
Christina Woon Investment Director | Christina Woon is an Investment Director on the Asian Equities Team. She joined abrdn in January 2013 as a graduate. She holds a Bachelor of Accountancy from Singapore Management University. She is a CFA® charterholder. |
(a)(2) OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS.
The following chart summarizes information regarding other accounts for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into the following three categories: (1) registered investment companies; (2) other pooled investment vehicles; and (3) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information on those accounts is provided separately. The figures in the chart below for the category of “registered investment companies” include the Fund. The “Other Accounts Managed” represents the accounts managed by the teams of which the portfolio manager is a member. The information in the table below is as of October 31, 2022.
Name of Portfolio Manager | Type of Accounts | Other 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 | 4 | $ | 774.79 | 0 | $ | 0 | |||||||
Pooled Investment Vehicles | 59 | $ | 16,006.64 | 0 | $ | 0 | ||||||||
Other Accounts | 44 | $ | 12,993.48 | 0 | $ | 0 | ||||||||
Adrian Lim | Registered Investment Companies | 4 | $ | 774.79 | 0 | $ | 0 | |||||||
Pooled Investment Vehicles | 59 | $ | 16,006.64 | 0 | $ | 0 | ||||||||
Other Accounts | 44 | $ | 12,993.48 | 0 | $ | 0 | ||||||||
Flavia Cheong | Registered Investment Companies | 4 | $ | 774.79 | 0 | $ | 0 | |||||||
Pooled Investment Vehicles | 59 | $ | 16,006.64 | 0 | $ | 0 | ||||||||
Other Accounts | 44 | $ | 12,993.48 | 0 | $ | 0 | ||||||||
Chern-Yeh Kwok | Registered Investment Companies | 4 | $ | 774.79 | 0 | $ | 0 | |||||||
Pooled Investment Vehicles | 59 | $ | 16,006.64 | 0 | $ | 0 | ||||||||
Other Accounts | 44 | $ | 12,993.48 | 0 | $ | 0 | ||||||||
Christina Woon | Registered Investment Companies | 4 | $ | 774.79 | 0 | $ | 0 | |||||||
Pooled Investment Vehicles | 59 | $ | 16,006.64 | 0 | $ | 0 | ||||||||
Other Accounts | 44 | $ | 12,993.48 | 0 | $ | 0 |
POTENTIAL CONFLICTS OF INTEREST
The Adviser and its affiliates (collectively referred to herein as “abrdn”) serve as investment advisers for multiple clients, including the Registrant and other investment companies registered under the 1940 Act and private funds (such clients are also referred to below as “accounts”). The portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the Registrant’s 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 the Registrant. 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, the Adviser 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, the Adviser 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-based fees with qualified clients. The existence of such a performance-based fee 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 the Registrant also may be appropriate for other investment accounts managed by the Adviser or its affiliates. Whenever decisions are made to buy or sell securities for the Registrant and one or more of the other accounts simultaneously, the Adviser 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 Registrant 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 the Registrant from time to time, it is the opinion of the Adviser that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Registrant 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.
With respect to non-discretionary model delivery accounts (including UMA accounts) and discretionary SMA accounts, abrdn Inc. will utilize a third party service provider to deliver model portfolio recommendations and model changes to the Sponsors. abrdn Inc. seeks to treat clients fairly and equitably over time, by delivering model changes to our service provider and investment instructions for our other discretionary accounts to our trading desk, simultaneously or approximately at the same time. The service provider will then deliver the model changes to each Sponsor on a when-traded, randomized full rotation schedule. All Sponsors will be included in the rotation schedule, including SMA and UMA.
UMA Sponsors will be responsible for determining how and whether to implement the model portfolio or model changes and implementation of any client specific investment restrictions. The Sponsors are solely responsible for determining the suitability of the model portfolio for each model delivery client, executing trades and seeking best execution for such clients.
As it relates to SMA accounts, abrdn Inc. will be responsible for managing the account on the basis of each client’s financial situation and objectives, the day to day investment decisions, best execution, accepting or rejecting client specific investment restrictions and performance. The SMA Sponsors will collect suitability information and will provide a summary questionnaire for our review and approval or rejection. For dual contract SMAs, abrdn Inc. will collect a suitability assessment from the client, along with the Sponsor suitability assessment. Our third party service provider will monitor client specific investment restrictions on a day to day basis. For SMA accounts, model trades will be traded by the Sponsor or may be executed through a “step-out transaction,”- or traded away- from the client’s Sponsor if doing so is consistent with abrdn’s obligation to obtain best execution. When placing trades through Sponsor Firms (instead of stepping them out), we will generally aggregate orders where it is possible and in the client’s best interests. In the event we are not comfortable that a Sponsor can obtain best execution for a specific security and trading away is infeasible, we may exclude the security from the model.
Trading costs are not covered by the Wrap Program fee and may result in additional costs to the client. In some instances, step-out trades are executed without any additional commission, mark-up, or mark-down, but in many instances, the executing broker-dealer may impose a commission or a mark-up or mark-down on the trade. Typically, the executing broker will embed the added costs into the price of the trade execution, making it difficult to determine and disclose the exact added cost to clients. In this instance, these additional trading costs will be reflected in the price received for the security, not as a separate commission, on trade confirmations or on account statements. In determining best execution for SMA accounts, abrdn Inc. takes into consideration that the client will not pay additional trading costs or commission if executing with the Sponsor.
While UMA accounts are invested in the same strategies as and may perform similarly to SMA accounts, there are expected to be performance differences between them. There will be performance dispersions between UMAs and other types of accounts because abrdn does not have discretion over trading and there may be client specific restrictions for SMA accounts.
abrdn may have already commenced trading for its discretionary client accounts before the model delivery accounts have executed abrdn's recommendations. In this event, trades placed by the model delivery clients may be subject to price movements, particularly with large orders or where securities are thinly traded, that may result in model delivery clients receiving less favorable prices than our discretionary clients. abrdn has no discretion over transactions executed by model delivery clients and is unable to control the market impact of those transactions.
Timing delays or other operational factors associated with the implementation of trades may result in non-discretionary and model delivery clients receiving materially different prices relative to other client accounts. In addition, the constitution and weights of stocks within model portfolios may not always be exactly aligned with similar discretionary accounts. This may create performance dispersions within accounts with the same or similar investment mandate.
(a)(3)
DESCRIPTION OF COMPENSATION STRUCTURE
abrdn’s 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 abrdn’s clients and shareholders. abrdn operates in a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.
abrdn’s policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The bonus is a single, fully discretionary variable pay award. The aggregate value of awards in any year is dependent on the group’s 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.
The variable pay award is composed of a mixture of cash and a deferred award, the portion of which varies based on the size of the award. Deferred awards are by default abrdn plc shares, with an option to put up to 50% of the deferred award into funds managed by abrdn. Overall compensation packages are designed to be competitive relative to the investment management industry.
Base Salary
abrdn’s policy is to pay a fair salary commensurate with the individual’s 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 abrdn employees; any other increases must be justified by reference to promotion or changes in responsibilities.
Annual Bonus
The Remuneration Committee determines the key performance indicators that will be applied in considering the overall size of the bonus pool. In line with practices 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 group’s 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.
abrdn has a deferral policy which is intended to assist in the retention of talent and to create additional alignment of executives’ interests with abrdn’s sustained performance and, in respect of the deferral into funds managed by abrdn, to align the interest of portfolio 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 abrdn, 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 team’s bonus, abrdn 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 through key performance indicator scorecards. To the extent performance is factored in, such performance is not judged against any specific benchmark and is evaluated over the period of a year - January to December. The pre- or after-tax performance of an individual account is not considered in the determination of a portfolio manager’s 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 team’s and individual’s performance is considered and evaluated.
Although performance is not a substantial portion of a portfolio manager’s compensation, abrdn also recognizes that fund performance can often be driven by factors outside one’s 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 abrdn environment. Additionally, if any of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via abrdn’s dynamic compliance monitoring system.
In rendering investment management services, the Adviser may use the resources of additional investment adviser subsidiaries of abrdn plc. These affiliates have entered into a memorandum of understanding (“MOU”) pursuant to which investment professionals from each affiliate may render portfolio management, research or trading services to abrdn clients. Each investment professional who renders portfolio management, research or trading services under a MOU or personnel sharing arrangement (“Participating Affiliate”) must comply with the provisions of the Advisers Act, the 1940 Act, the Securities Act of 1933, the Exchange Act, and the Employee Retirement Income Security Act of 1974, and the laws of states or countries in which the Adviser does business or has clients. No remuneration is paid by the Fund with respect to the MOU/personnel sharing arrangements.
(a)(4)
Dollar Range of Equity Securities in the Registrant Beneficially Owned by the Portfolio Manager as of October 31, 2022 | ||||
Hugh Young | None | |||
Adrian Lim | None | |||
Flavia Cheong | None | |||
Chern-Yeh Kwok | None | |||
Christina Woon | None |
(b) Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
No such purchases were made by or on behalf of the Registrant during the period covered by the report.
Item 10. Submission of Matters to a Vote of Security Holders.
During the period ended October 31, 2022, there were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.
Item 11. Controls and Procedures.
(a) | The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s 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 Registrant’s 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable
Item 13. Exhibits.
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.
abrdn Japan Equity Fund, Inc.
By: | /s/ Alan Goodson | |
Alan Goodson, | ||
Principal Executive Officer of abrdn Japan Equity Fund, Inc. | ||
Date: January 9, 2023 |
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: | /s/ Alan Goodson | |
Alan Goodson, | ||
Principal Executive Officer of abrdn Japan Equity Fund, Inc. | ||
Date: January 9, 2023 |
By: | /s/ Andrea Melia | |
Andrea Melia, | ||
Principal Financial Officer of abrdn Japan Equity Fund, Inc. | ||
Date: January 9, 2023 |