INVESTMENT COMPANIES
345 Park Avenue New York, NY 10154 | ||
(Address of principal executive offices)(Zip code) |
The Asia Tigers Fund, Inc.
December 1, 2006
Dear Fund Shareholder,
We are pleased to provide you with the audited financial statements of The Asia Tigers Fund, Inc. (the “Fund”) for the fiscal year ended October 31, 2006.
The Fund’s net asset value (“NAV”) closed at $19.21 on October 31, 2006, representing an increase of 42.9% for the Fund’s fiscal year. The Fund outperformed its benchmark, the MSCI AC Asia Free ex-Japan*, which rose 32.1% during the same period.
Asian equity markets posted impressive gains for the 12 months ending October 31, 2006, fueled by a combination of solid earnings growth, a benign interest rate environment and a rising risk appetite among global investors. Although the sustainability of Asia’s outperformance looked uncertain at mid-year, new positive drivers emerged in the third quarter, including the U.S. Federal Reserve halting further interest rate hikes while oil prices, together with many other commodities, finally pulled back after surging during the first half of the year. Overall, Asian emerging markets appear well on track to achieve the 8.3% GDP growth forecast by the International Monetary Fund (“IMF”).
Broadly speaking, Asia ex-Japan has been in a bull market since bottoming during the SARS crisis in April 2003. Since then, the Fund’s benchmark, the MSCI AC Asia Free ex-Japan, has appreciated 196%, with roughly two-thirds of the advance earnings driven and one-third from price-earnings ratio (“PER”) expansion. Nevertheless, based on Institutional Brokers Estimates System consensus forecasts, we believe Asian equity valuations look reasonable, trading on 13.6 times 2007 earnings, which are forecast to rise 14.3%. While this looks more expensive than Asia’s 10 to 12 times PER range over the past five years, looking back to 1988–90, when Asian markets first appeared on investors’ radar screens, current valuations remain at the low end of the past 18-year historical range. Moreover, with the recent emergence of China and India as intra-regional growth drivers, we believe it appears that investors are increasingly willing to pay higher price-earnings multiples to gain exposure to Asia’s “growth premium.”
1
We retain our long-term bullish view on Asian equities, although we acknowledge that given the recent strong performance and rising valuations, the risk of a short-term correction has increased. Potential catalysts for a sell-off could be renewed fears of a sharp global slowdown or a re-acceleration in energy prices. Nevertheless, we believe that any significant pullback should be short-lived and likely to be viewed as a buying opportunity. With the IMF forecasting the region’s GDP growth to decelerate only slightly in 2007 to 8.2%, coupled with forecasted double-digit earnings growth, we believe Asia’s strong, secular growth story remains intact.
On behalf of the Board of Directors, we thank you for your participation and continued support of the Fund. If you have any questions, please do not hesitate to visit our website at www.blackstone.com or call our toll-free number, 866-800-8933.
Sincerely,
Prakash A. Melwani
Director and President
The Asia Tigers Fund, Inc.
* | Please note that the benchmark is an unmanaged index. Investors cannot directly invest in the index. The index does not reflect transaction costs or manager fees. |
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. There is no guarantee that the Fund’s or any other investment technique will be effective under all market conditions.
2
THE ASIA TIGERS FUND, INC.
Fundamental Periodic Repurchase Policy | |||
The Fund has adopted the following fundamental policy regarding periodic repurchases: | |||
a) | The Fund will make offers to repurchase its shares at quarterly intervals pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended from time to time (“Offers”). The Board of Directors may place such conditions and limitations on Offers as may be permitted under Rule 23c-3. | ||
b) | 14 days prior to the last Friday of each of the Fund’s fiscal quarters, or the next business day if such Friday is not a business day, will be the deadline (the “Repurchase Request Deadline”) by which the Fund must receive repurchase requests submitted by stockholders in response to the most recent Offer. | ||
c) | The date on which the repurchase price for shares is to be determined (the “Repurchase Pricing Date”) shall occur no later than the last Friday of each of the Fund’s fiscal quarters, or the next business day if such day is not a business day. | ||
d) | Offers may be suspended or postponed under certain circumstances, as provided for in Rule 23c-3. | ||
(For further details, see Note E to the Financial Statements.) | |||
3
THE ASIA TIGERS FUND, INC.
October 31, 2006
Schedule of Investments
COMMON STOCKS (99.25% of net assets)
NUMBER OF SHARES | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
China | 13.99% | ||||||||||
Advertising Sales | 0.38% | ||||||||||
6,900 | Focus Media Holding, Ltd. ADR+ | $ | 398,799 | $ | 364,941 | ||||||
Airport Development & Maintenance | 0.47% | ||||||||||
692,000 | Beijing Capital International Airport Co., Ltd. | 249,154 | 443,826 | ||||||||
Commercial Banks – Non-US | 0.74% | ||||||||||
450,000 | China Merchants Bank Co., Ltd. 144A+ | 499,253 | 702,163 | ||||||||
Food – Meat Products | 0.84% | ||||||||||
1,058,500 | People’s Food Holdings, Ltd. | 569,073 | 795,328 | ||||||||
Gold Mining | 0.46% | ||||||||||
504,000 | Lingbao Gold Company, Ltd. | 535,008 | 440,500 | ||||||||
Life / Health Insurance | 0.80% | ||||||||||
360,000 | China Life Insurance Co., Ltd. | 548,386 | 757,919 | ||||||||
Machinery – General Industry | 0.64% | ||||||||||
1,886,000 | Shanghai Prime Machinery Co., Ltd.+ | 655,482 | 610,870 | ||||||||
Machinery – Material Handling | 1.36% | ||||||||||
1,363,300 | Shanghai Zhenhua Port Machinery Co., Class B | 621,791 | 1,289,682 | ||||||||
Non-Ferrous Metals | 0.70% | ||||||||||
1,412,000 | Hunan Non-Ferrous Metal Corp., Ltd. 144A+ | 370,405 | 667,865 | ||||||||
Oil Companies – Integrated | 1.77% | ||||||||||
12,199 | China Petroleum and Chemical Corp. ADR | 470,729 | 846,245 | ||||||||
756,000 | Petrochina Co., Ltd. | 753,957 | 832,739 | ||||||||
1,224,686 | 1,678,984 | ||||||||||
Real Estate – Operations & Development | 2.15% | ||||||||||
1,236,603 | China Vanke Co., Ltd. Class B | 294,888 | 1,490,869 | ||||||||
629,700 | Jiangsu Xincheng Real Estate Co., Ltd. | 510,807 | 552,247 | ||||||||
805,695 | 2,043,116 | ||||||||||
Retail – Regional Department Store | 0.84% | ||||||||||
1,208,000 | Golden Eagle Retail Group, Ltd. | 603,467 | 799,614 | ||||||||
Shipbuilding | 0.83% | ||||||||||
642,000 | Guangzhou Shipyard International Company Ltd.+ | 470,456 | 783,908 | ||||||||
Telecommunications Equipment | 1.52% | ||||||||||
433,000 | Foxconn International Holdings, Ltd.+ | 257,104 | 1,438,649 | ||||||||
Transport – Services | 0.49% | ||||||||||
1,084,000 | Guangdong Nan Yue Logistics Company Limited | 498,523 | 469,533 | ||||||||
Total China | 8,307,282 | 13,286,898 | |||||||||
4
THE ASIA TIGERS FUND, INC.
October 31, 2006
Schedule of Investments (continued)
COMMON STOCKS (continued)
NUMBER OF SHARES | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
Hong Kong | 17.14% | ||||||||||
Cellular Telecommunications | 3.25% | ||||||||||
379,600 | China Mobile (Hong Kong), Ltd. | $ | 1,300,183 | $ | 3,083,541 | ||||||
Commercial Banks – Non-US | 1.42% | ||||||||||
88,402 | Dah Sing Financial Holdings, Ltd. | 499,745 | 773,208 | ||||||||
30,500 | HSBC Holdings PLC | 347,585 | 575,483 | ||||||||
847,330 | 1,348,691 | ||||||||||
Distribution & Wholesale | 1.74% | ||||||||||
170,500 | Esprit Holdings, Ltd. | 237,106 | 1,650,159 | ||||||||
Diversified Operations | 0.83% | ||||||||||
88,381 | Hutchison Whampoa, Ltd. | 419,142 | 783,817 | ||||||||
Electric – Generation | 1.13% | ||||||||||
864,000 | China Resources Power Holdings Co., Ltd. | 478,981 | 1,077,189 | ||||||||
Electronic Components – Miscellaneous | 0.57% | ||||||||||
466,000 | AAC Acoustic Technology Holdings, Inc.+ | 462,596 | 541,453 | ||||||||
Finance – Other Services | 1.10% | ||||||||||
132,000 | Hong Kong Exchanges & Clearing, Ltd. | 273,917 | 1,045,108 | ||||||||
Hotels & Motels | 0.67% | ||||||||||
6,470,000 | Regal Hotels International Holdings, Ltd. | 450,068 | 632,011 | ||||||||
Machinery – General Industry | 0.43% | ||||||||||
596,000 | Fongs’ Industries Co., Ltd. | 498,763 | 405,236 | ||||||||
Oil Companies – Exploration & Production | 0.99% | ||||||||||
11,250 | CNOOC, Ltd. ADR | 557,593 | 942,975 | ||||||||
Real Estate – Operations & Development | 3.15% | ||||||||||
89,700 | Cheung Kong Holdings, Ltd. | 648,897 | 975,370 | ||||||||
1,400,109 | Far East Consortium | 405,398 | 579,461 | ||||||||
272,000 | Hopewell Holdings, Ltd. | 299,503 | 807,583 | ||||||||
2,488,261 | Shanghai Real Estate, Ltd. | 549,365 | 630,041 | ||||||||
1,903,163 | 2,992,455 | ||||||||||
Retail – Restaurants | 0.54% | ||||||||||
330,000 | Cafe De Coral Holdings, Ltd. | 297,250 | 515,767 | ||||||||
Semiconductor Components – Integrated Circuits | 0.33% | ||||||||||
1,812,000 | Solomon Systech International, Ltd. | 664,282 | 316,740 | ||||||||
Textile – Products | 0.57% | ||||||||||
1,593,950 | Victory City International Holdings, Ltd. | 510,583 | 542,909 | ||||||||
Transport – Services | 0.42% | ||||||||||
200,000 | Integrated Distribution Services Group, Ltd. | 355,545 | 403,586 | ||||||||
Total Hong Kong | 9,256,502 | 16,281,637 | |||||||||
5
THE ASIA TIGERS FUND, INC.
October 31, 2006
Schedule of Investments (continued)
COMMON STOCKS (continued)
NUMBER OF SHARES | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
India | 8.41% | ||||||||||
Applications Software | 2.42% | ||||||||||
49,552 | Infosys Technologies, Ltd. | $ | 518,785 | $ | 2,305,164 | ||||||
Commercial Banks – Non-US | 1.23% | ||||||||||
58,980 | Punjab National Bank, Ltd. | 490,396 | 679,062 | ||||||||
20,015 | State Bank of India | 82,268 | 486,930 | ||||||||
572,664 | 1,165,992 | ||||||||||
Medical – Drug | 0.36% | ||||||||||
78,700 | Torrent Pharmaceuticals, Ltd. | 398,435 | 341,767 | ||||||||
Metals – Diversified | 0.31% | ||||||||||
14,734 | Hindustan Zinc, Ltd. | 172,218 | 296,708 | ||||||||
Oil Companies – Exploration & Production | 0.52% | ||||||||||
27,225 | Oil and Natural Gas Corp., Ltd. | 429,122 | 493,170 | ||||||||
Oil Refining & Marketing | 1.10% | ||||||||||
38,454 | Reliance Industries, Ltd. | 180,517 | 1,047,131 | ||||||||
Power Conversion & Supply Equipment | 1.47% | ||||||||||
26,024 | Bharat Heavy Electricals, Ltd. | 263,730 | 1,395,575 | ||||||||
Shipbuilding | 0.44% | ||||||||||
69,350 | ABG Shipyard, Ltd. | 559,414 | 416,901 | ||||||||
Telecommunications Services | 0.56% | ||||||||||
62,910 | Reliance Communication, Ltd.+ | 377,962 | 529,419 | ||||||||
Total India | 3,472,847 | 7,991,827 | |||||||||
Indonesia | 3.10% | ||||||||||
Commercial Banks – Non-US | 0.67% | ||||||||||
1,258,830 | PT Bank Central Asia TBK | 333,342 | 642,366 | ||||||||
Gas – Distribution | 0.67% | ||||||||||
509,500 | PT Perusahaan Gas Negara | 645,482 | 637,399 | ||||||||
Metal Processors & Fabrication | 0.53% | ||||||||||
29,500,000 | PT Bakrie and Brothers TBK+ | 500,647 | 501,783 | ||||||||
Telecommunications Services | 0.90% | ||||||||||
925,500 | PT Telekomunikasi Indonesia TBK | 450,957 | 853,136 | ||||||||
Transportation – Marine | 0.33% | ||||||||||
1,533,000 | PT Berlian Laju Tanker TBK | 238,608 | 314,591 | ||||||||
Total Indonesia | 2,169,036 | 2,949,275 | |||||||||
Malaysia | 3.28% | ||||||||||
Agricultural Operations | 0.82% | ||||||||||
165,200 | IOI Corp. BHD | 270,086 | 777,944 | ||||||||
6
THE ASIA TIGERS FUND, INC.
October 31, 2006
Schedule of Investments (continued)
COMMON STOCKS (continued)
NUMBER OF SHARES | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
Malaysia (continued) | |||||||||||
Commercial Banks – Non-US | 0.73% | ||||||||||
365,400 | Bumiputra – Commerce Holdings BHD | $ | 457,078 | $ | 690,284 | ||||||
Metal Processors & Fabrication | 0.21% | ||||||||||
109,300 | KNM Group BHD | 203,603 | 203,488 | ||||||||
Resorts & Theme Parks | 0.67% | ||||||||||
196,500 | Resorts World BHD | 453,803 | 640,205 | ||||||||
Rubber & Vinyl | 0.85% | ||||||||||
278,700 | Top Glove Corp. BHD | 687,717 | 808,821 | ||||||||
Total Malaysia | 2,072,287 | 3,120,742 | |||||||||
Singapore | 12.24% | ||||||||||
Commercial Banks – Non-US | 1.51% | ||||||||||
109,100 | DBS Group Holdings, Ltd. | 699,870 | 1,429,303 | ||||||||
Diversified Operations | 0.96% | ||||||||||
90,000 | Keppel Corp., Ltd. | 649,687 | 913,207 | ||||||||
Electronic Components – Semiconductors | 0.55% | ||||||||||
1,120,000 | United Test and Assembly Center, Ltd.+ | 707,501 | 525,062 | ||||||||
Food – Confectionary | 1.52% | ||||||||||
808,000 | Want Want Holdings, Ltd. | 820,096 | 1,446,320 | ||||||||
Food – Wholesale / Distribution | 0.80% | ||||||||||
618,000 | Olam International, Ltd. | 602,366 | 758,039 | ||||||||
Oil Field Machinery & Equipment | 0.74% | ||||||||||
444,000 | KS Energy Services, Ltd. | 561,409 | 707,138 | ||||||||
Real Estate – Operations & Development | 1.01% | ||||||||||
272,500 | Keppel Land, Ltd. | 196,844 | 962,496 | ||||||||
Schools | 0.44% | ||||||||||
244,000 | Raffles Education Corp., Ltd. | 401,628 | 416,813 | ||||||||
Telecommunications Services | 1.02% | ||||||||||
567,840 | Singapore Telecommunications, Ltd. | 747,162 | 966,365 | ||||||||
Transportation – Marine | 3.47% | ||||||||||
1,006,000 | Cosco Corp. (Singapore) Ltd. | 603,229 | 1,240,420 | ||||||||
816,000 | Ezra Holdings, Ltd. | 426,397 | 2,054,214 | ||||||||
1,029,626 | 3,294,634 | ||||||||||
Water Treatment Systems | 0.22% | ||||||||||
121,000 | Hyflux, Ltd. | 205,813 | 204,367 | ||||||||
Total Singapore | 6,622,002 | 11,623,744 | |||||||||
7
THE ASIA TIGERS FUND, INC.
October 31, 2006
Schedule of Investments (continued)
COMMON STOCKS (continued)
NUMBER OF SHARES | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
South Korea | 23.64% | ||||||||||
Auto – Cars & Light Trucks | 1.17% | ||||||||||
13,700 | Hyundai Motor Co. | $ | 564,530 | $ | 1,113,798 | ||||||
Auto / Truck Parts & Equipment Original | 0.67% | ||||||||||
6,570 | Hyundai Mobis | 554,032 | 641,520 | ||||||||
Building & Construction – Miscellaneous | 1.48% | ||||||||||
18,030 | GS Engineering & Construction Corp. | 403,459 | 1,402,674 | ||||||||
Cellular Telecommunications | 1.02% | ||||||||||
4,476 | SK Telecom Co., Ltd. | 801,268 | 971,494 | ||||||||
Circuits | 0.49% | ||||||||||
14,601 | Core Logic, Inc. | 514,324 | 466,451 | ||||||||
Commercial Banks – Non-US | 2.17% | ||||||||||
25,981 | Kookmin Bank | 731,247 | 2,065,354 | ||||||||
Diversified Financial Services | 2.52% | ||||||||||
13,920 | Korea Investment Holdings Co., Ltd. | 487,195 | 664,827 | ||||||||
37,520 | Shinhan Financial Group Co., Ltd. | 585,202 | 1,730,253 | ||||||||
1,072,397 | 2,395,080 | ||||||||||
Electronic Components – Semiconductors | 7.56% | ||||||||||
11,072 | Samsung Electronics Co., Ltd. | 3,021,262 | 7,179,996 | ||||||||
Non-Ferrous Metals | 1.27% | ||||||||||
10,890 | Korea Zinc Co., Ltd. | 348,013 | 1,202,038 | ||||||||
Property & Casualty Insurance | 0.81% | ||||||||||
51,330 | LIG Non-Life Insurance Co., Ltd. | 296,637 | 765,428 | ||||||||
Retail – Discount | 1.21% | ||||||||||
1,990 | Shinsegae Co., Ltd. | 558,276 | 1,146,858 | ||||||||
Shipbuilding | 1.30% | ||||||||||
46,090 | Samsung Heavy Industries | 602,185 | 1,235,165 | ||||||||
Steel – Producers | 1.97% | ||||||||||
5,625 | POSCO | 710,822 | 1,561,173 | ||||||||
4,350 | POSCO ADR | 123,672 | 306,762 | ||||||||
834,494 | 1,867,935 | ||||||||||
Total South Korea | 10,302,124 | 22,453,791 | |||||||||
8
THE ASIA TIGERS FUND, INC.
October 31, 2006
Schedule of Investments (continued)
COMMON STOCKS (continued)
NUMBER OF SHARES | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
Taiwan | 13.40% | ||||||||||
Athletic Equipment | 1.07% | ||||||||||
145,775 | Johnson Health Tech Co., Ltd. | $ | 605,773 | $ | 1,014,640 | ||||||
Building Products – Cement & Aggregation | 0.84% | ||||||||||
1,005,820 | Taiwan Cement Corp. | 544,565 | 793,830 | ||||||||
Computers | 2.18% | ||||||||||
296,479 | Advantech Co., Ltd. | 370,817 | 825,435 | ||||||||
1 | Compal Electronics, Inc. | 1 | 1 | ||||||||
50,400 | High Tech Computer Corp. | 605,455 | 1,250,150 | ||||||||
976,273 | 2,075,586 | ||||||||||
Diversified Financial Services | 0.50% | ||||||||||
246,000 | Cathay Financial Holding Co., Ltd. | 500,507 | 477,059 | ||||||||
Electronic Components – Miscellaneous | 3.42% | ||||||||||
199,100 | Asustek Computer, Inc. | 560,356 | 483,683 | ||||||||
426,674 | HON HAI Precision Industry | 1,030,503 | 2,764,529 | ||||||||
1,590,859 | 3,248,212 | ||||||||||
Hospital Beds / Equipment | 0.84% | ||||||||||
374,000 | Pihsiang Machinery Manufacturing Co., Ltd. | 591,805 | 797,252 | ||||||||
Semiconductor Components – Integrated Circuits | 4.55% | ||||||||||
863,583 | Advanced Semiconductor Engineering, Inc.+ | 620,026 | 798,412 | ||||||||
87,087 | Novatek Microelectronics Corp., Ltd. | 413,021 | 412,393 | ||||||||
702,211 | Powerchip Semiconductor Corp. | 454,125 | 432,812 | ||||||||
1,459,666 | Taiwan Semiconductor Manufacturing Co., Ltd. | 2,282,890 | 2,677,078 | ||||||||
3,770,062 | 4,320,695 | ||||||||||
Total Taiwan | 8,579,844 | 12,727,274 | |||||||||
Thailand | 4.05% | ||||||||||
Building Products – Cement & Aggregation | 0.86% | ||||||||||
113,320 | Siam Cement PCL | 498,450 | 820,891 | ||||||||
Commercial Banks – Non-US | 0.06% | ||||||||||
30,500 | Siam Commercial Bank PCL | 41,328 | 53,990 | ||||||||
Electric – Generation | 0.66% | ||||||||||
756,000 | Glow Energy PCL | 488,623 | 633,088 | ||||||||
Oil Companies – Exploration & Production | 0.98% | ||||||||||
313,300 | PTT Exploration & Production PCL | 508,510 | 930,003 | ||||||||
Oil Refining & Marketing | 0.53% | ||||||||||
303,200 | Thai Oil PCL | 509,471 | 503,682 | ||||||||
9
THE ASIA TIGERS FUND, INC.
October 31, 2006
Schedule of Investments (concluded)
COMMON STOCKS (continued)
NUMBER OF SHARES | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
Thailand (continued) | |||||||||||
Real Estate – Operations & Development | 0.96% | ||||||||||
1,268,000 | Central Pattana Public Company Foreign | $ | 534,288 | $ | 756,242 | ||||||
258,300 | Central Pattana Public Company Limited | 152,041 | 154,051 | ||||||||
686,329 | 910,293 | ||||||||||
Total Thailand | 2,732,711 | 3,851,947 | |||||||||
TOTAL COMMON STOCKS | 53,514,635 | 94,287,135 | |||||||||
PREFERRED STOCK (0.81% of net assets) | |||||||||||
Thailand | 0.81% | ||||||||||
Commercial Banks – Non-US | 0.81% | ||||||||||
444,205 | Siam Commercial Bank PCL – 5.25% Preferred | 151,803 | 774,214 | ||||||||
Total Thailand | 151,803 | 774,214 | |||||||||
TOTAL PREFERRED STOCK | 151,803 | 774,214 | |||||||||
TOTAL STOCK INVESTMENTS | $53,666,438 | $95,061,349 | |||||||||
REPURCHASE AGREEMENT (0.92% of net assets) |
PRINCIPAL AMOUNT | SECURITY | PERCENT OF NET ASSETS | COST | VALUE | |||||||
United States | 0.92% | ||||||||||
Commercial Banks | 0.92% | ||||||||||
$870,964 | State Street Bank, 1.50% dated 10/31/06, due 11/1/06, proceeds at maturity $871,000 (Collateralized by $871,000 FNMA, | $ | 870,964 | $ | 870,964 | ||||||
6%, due 05/15/08, Market Value $884,609) | |||||||||||
Total United States | 870,964 | 870,964 | |||||||||
TOTAL REPURCHASE AGREEMENT | 870,964 | 870,964 | |||||||||
TOTAL INVESTMENTS++ | 100.98% | $ | 54,537,402 | 95,932,313 | |||||||
LIABILITIES IN EXCESS OF OTHER ASSETS | (0.98)% | (932,592 | ) | ||||||||
NET ASSETS | 100.00% | $ | 94,999,721 | ||||||||
This Schedule of Investments reflects each company’s country of domicile. The companies may also be subject to the risks of other countries. | |||||||||||
Footnotes and Abbreviations |
ADR | American Depository Receipts. |
144A | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified insitutional buyers. At October 31, 2006, these securities amounted to a value of $1,370,028. |
+ | Non-Income producing security. |
++ | As of October 31, 2006, the aggregate cost for federal income tax purposes was $54,782,192. The aggregate gross unrealized appreciation (depreciation) for all securities was as follows: |
Excess of value over tax cost | $ | 42,604,936 | |||
Excess of tax cost over value | (1,454,815 | ) | |||
$ | 41,150,121 | ||||
See accompanying notes to financial statements.
10
THE ASIA TIGERS FUND, INC.
Statement of Assets and Liabilities | October 31, 2006 |
ASSETS | ||||||
Investments, at value (Cost $54,537,402) | $ | 95,932,313 | ||||
Foreign Currency (Cost $97,649) | 97,549 | |||||
Receivables: | ||||||
Securities sold | 491,437 | |||||
Dividends | 23,849 | |||||
Prepaid expenses | 7,801 | |||||
Total Assets | 96,552,949 | |||||
LIABILITIES | ||||||
Payable for securities purchased | 510,305 | |||||
Due to Investment Manager | 81,991 | |||||
Due to Administrator | 16,398 | |||||
Due to Directors | 3,781 | |||||
Accrued expenses | 245,265 | |||||
Deferred foreign withholding taxes payable | 695,488 | |||||
Total Liabilities | 1,553,228 | |||||
Net Assets | $ | 94,999,721 | ||||
NET ASSET VALUE PER SHARE | ||||||
($94,999,721 / 4,944,927 shares issued and outstanding) | $ | 19.21 | ||||
NET ASSETS CONSIST OF: | ||||||
Capital stock, $0.001 par value; 20,514,984 shares issued (100,000,000 shares authorized) | $ | 20,515 | ||||
Paid-in capital | 218,086,110 | |||||
Cost of 15,570,057 shares repurchased | (148,346,638 | ) | ||||
Accumulated net realized loss on investments | (15,459,379 | ) | ||||
Net unrealized appreciation in value of investments and on translation of other assets and liabilities denominated in foreign currencies (net of deferred foreign withholding taxes of $695,488) | 40,699,113 | |||||
$ | 94,999,721 | |||||
See accompanying notes to financial statements.
11
THE ASIA TIGERS FUND, INC.
Statement of Operations | For the Year Ended October 31, 2006 |
Investment Income | |||||||||
Dividends (net of taxes withheld of $196,793) | $ | 1,939,879 | |||||||
Interest | 36,583 | ||||||||
Total Investment Income | 1,976,462 | ||||||||
Expenses | |||||||||
Management fees | $ | 900,175 | |||||||
Legal fees | 361,387 | ||||||||
Administration fees | 180,035 | ||||||||
Custodian fees | 135,835 | ||||||||
Printing | 114,612 | ||||||||
Audit and tax fees | 101,087 | ||||||||
Directors’ fees | 59,353 | ||||||||
Insurance | 33,035 | ||||||||
Transfer agent fees | 25,789 | ||||||||
NYSE fees | 21,240 | ||||||||
ICI fees | 2,958 | ||||||||
Miscellaneous | 44,211 | ||||||||
Total Expenses | 1,979,717 | ||||||||
Net Investment Loss | (3,255 | ) | |||||||
Net Realized and Unrealized Gain (Loss) on Investments, | |||||||||
Foreign Currency Holdings and Translation of Other Assets | |||||||||
and Liabilities Denominated in Foreign Currencies: | |||||||||
Net realized gain (loss) from: | |||||||||
Security transactions (net of capital gains tax of $70,668) | 13,305,732 | ||||||||
Foreign currency related transactions | (39,989 | ) | |||||||
13,265,743 | |||||||||
Net change in unrealized appreciation in value of investments, foreign currency holdings and translation of other assets and liabilities denominated in foreign currencies (net of increase in deferred foreign withholding taxes of $114,483) | 18,556,371 | ||||||||
Net realized and unrealized gain on investments, foreign currency holdings and translation of other assets and liabilities denominated in foreign currencies | 31,822,114 | ||||||||
Net increase in net assets resulting from operations | $ | 31,818,859 | |||||||
See accompanying notes to financial statements.
12
THE ASIA TIGERS FUND, INC.
Statement of Changes in Net Assets
For the Year Ended October 31, 2006 | For the Year Ended October 31, 2005 | ||||||
INCREASE (DECREASE) IN NET ASSETS | |||||||
Operations | |||||||
Net investment income (loss) | $ | (3,255 | ) | $ | 406,817 | ||
Net realized gain on investments and foreign currency related transactions | 13,265,743 | 10,265,318 | |||||
Net change in unrealized appreciation in value of investments, foreign currency holdings and translation of other assets and liabilities denominated in foreign currencies | 18,556,371 | 5,804,706 | |||||
Net increase in net assets resulting from operations | 31,818,859 | 16,476,841 | |||||
Capital Share Transactions | |||||||
Shares repurchased under Repurchase Offers (767,564 and 1,300,950 shares, respectively) (net of repurchase fees of $271,885 and $336,904, respectively) (including expenses of $258,087 and $236,680, respectively) | (13,580,170 | ) | (16,744,957 | ) | |||
Net decrease in net assets resulting from capital share transactions | (13,580,170 | ) | (16,744,957 | ) | |||
Total increase (decrease) in net assets | 18,238,689 | (268,116 | ) | ||||
NET ASSETS | |||||||
Beginning of period | 76,761,032 | 77,029,148 | |||||
End of period | $ | 94,999,721 | $ | 76,761,032 | |||
See accompanying notes to financial statements.
13
THE ASIA TIGERS FUND, INC.
Financial Highlights
For a Share Outstanding throughout Each Period
For the Year Ended Oct. 31, 2006 | For the Year Ended Oct. 31, 2005 | For the Year Ended Oct. 31, 2004 | For the Year Ended Oct. 31, 2003 | For the Year Ended Oct. 31, 2002 | ||||||||||||
Per Share Operating Performance | ||||||||||||||||
Net asset value, beginning of period | $ | 13.44 | $ | 10.98 | $ | 10.62 | $ | 7.65 | $ | 6.89 | ||||||
Net investment income1 | — | 0.06 | 0.07 | 0.05 | 0.01 | |||||||||||
Net realized and unrealized gains on investments, foreign currency holdings, and translation of other assets and liabilities denominated in foreign currencies2 | 5.77 | 2.38 | 0.35 | 2.87 | 0.60 | |||||||||||
Net increase from investment operations | 5.77 | 2.44 | 0.42 | 2.92 | 0.61 | |||||||||||
Less dividends and distributions: | ||||||||||||||||
Dividends from net investment income | — | — | (0.07 | ) | — | — | ||||||||||
Total dividends and distributions | — | — | (0.07 | ) | — | — | ||||||||||
Capital share transactions | ||||||||||||||||
Anti-dilutive effect of Tender Offer | — | — | — | — | 0.14 | |||||||||||
Anti-dilutive effect of Repurchase Offer | — | 0.02 | 0.01 | 0.05 | 0.01 | |||||||||||
Anti-dilutive effect of Share Repurchase Program | — | — | — | — | — | 4 | ||||||||||
Total capital share transactions | — | 0.02 | 0.01 | 0.05 | 0.15 | |||||||||||
Net asset value, end of period | $ | 19.21 | $ | 13.44 | $ | 10.98 | $ | 10.62 | $ | 7.65 | ||||||
Per share market value, end of period | $ | 18.55 | $ | 12.91 | $ | 10.02 | $ | 10.30 | $ | 6.77 | ||||||
Total Investment Return3 Based on Market Value | 43.69 | % | 28.84 | % | (2.13 | )% | 52.14 | % | 16.93 | % | ||||||
Based on Net Asset Value | 42.93 | % | 22.40 | % | 4.05 | % | 38.82 | % | 11.03 | % | ||||||
Ratios/Supplemental Data: | ||||||||||||||||
Net assets, end of period (in 000s) | $ | 95,000 | $ | 76,761 | $ | 77,029 | $ | 91,480 | $100,438 | |||||||
Ratios of expenses to average net assets | 2.20 | % | 2.08 | % | 1.99 | % | 1.95 | % | 1.78 | % | ||||||
Ratios of net investment income to average net assets | — | 0.49 | % | 0.65 | % | 0.60 | % | 0.06 | % | |||||||
Portfolio turnover | 36.44 | % | 40.79 | % | 39.79 | % | 33.10 | % | 41.32 | % |
See page 15 for footnotes.
See accompanying notes to financial statements.
14
THE ASIA TIGERS FUND, INC.
Financial Highlights (concluded)
For a Share Outstanding throughout Each Period
1 | Based on average shares outstanding throughout the period. |
2 | Net of deferred foreign withholding taxes of $0.01, $0.03, less than $0.01, $0.03, and less than $0.01 per share for the years ended October 31, 2006, October 31, 2005, October 31, 2004, October 31, 2003, and October 31, 2002, respectively. |
3 | Total investment return is calculated assuming a purchase of common stock at the current market price on the first day and a sale at the current market price on the last day of each period reported. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges and is not annualized. Past performance is not a guarantee of future results. |
4 | Less than $0.01 per share. |
See accompanying notes to financial statements.
15
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements | October 31, 2006 |
NOTE A: ORGANIZATION
The Asia Tigers Fund, Inc. (the “Fund”) was incorporated in Maryland on September 23, 1993 and commenced operations on November 29, 1993. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed- end, non-diversified management investment company. The Fund’s investment objective is long-term capital appreciation, which it seeks to achieve by investing primarily in equity securities of Asian companies.
NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The following significant accounting policies, which are in conformity with accounting principles generally accepted in the United States of America and are consistently followed by the Fund in the preparation of its financial statements.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reported period. Actual results could differ from those estimates.
Significant accounting policies are as follows: |
Portfolio Valuation. Investments are stated at value in the accompanying financial statements. In valuing the Fund’s assets, all securities for which market quotations are readily available are generally valued:
(i) | at the last sale price prior to the time of determination if there was a sale on the date of determination, |
(ii) | at the mean between the last current bid and asked prices if there was no sales price on such date and bid and asked quotations are available, and |
(iii) | at the bid price if there was no sales price on such date and only bid quotations are available. |
Securities that are traded over-the-counter are valued, if bid and asked quotations are available, at the mean between the current bid and asked prices. Securities for which sales prices and bid and asked quotations are not available on the date of determination may be valued at the most recently available prices or quotations under policies adopted by the Board of Directors. Investments in short-term debt securities having a maturity of 60 days or less are valued at amortized cost which approximates market value. All other securities and assets are carried at fair value as determined in good faith by, or under the direction of, the Board of Directors. The net asset value per share of the Fund is calculated weekly and at the end of each month.
16
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (continued) | October 31, 2006 |
Repurchase Agreements. The Fund may enter into repurchase agreements, whereby securities are purchased from a counterparty under an agreement to resell them at a future date at the same price plus accrued interest. The Fund is exposed to credit risk on repurchase agreements to the extent that the counterparty defaults on its obligation to repurchase the securities, and the market value of such securities held by the Fund, including any accrued interest or dividends on such securities, is less than the face amount of the repurchase agreement plus accrued interest.
Investment Transactions and Investment Income. Investment transactions are accounted for on the trade date. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes. Interest income is recorded on an accrual basis; dividend income is recorded on the ex-dividend date or when known. The collectibility of income receivable from foreign securities is evaluated periodically, and any resulting allowances for uncollectible amounts are reflected currently in the determination of investment income.
Tax Status. No provision is made for U.S. Federal income or excise taxes as it is the Fund’s intention to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and to make the requisite distributions to its shareholders which will be sufficient to relieve it from all or substantially all Federal income and excise taxes.
Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
At October 31, 2006, the Fund had no undistributed income and capital gains on a tax basis.
During the year ended October 31, 2006, the Fund reduced accumulated net investment loss by $3,255, accumulated net realized loss by $59,215,891 and paid-in capital by $59,219,146. These reclassifications were the result of permanent tax differences relating to the net operating loss, foreign currency losses, capital gains taxes and the expiration of the Fund’s capital loss carryover for the year ended October 31, 2006. Net assets were not affected by these reclassifications.
At October 31, 2006, the Fund had a net capital loss carryover of $15,214,589 which is available to offset future net realized gains on securities transactions to the extent provided for in the Internal Revenue Code. Of the aggregate capital loss, $8,437,899 will expire in the year 2009, $3,353,570 will expire in 2010 and $3,423,120 will expire in 2011. To the extent that capital gains are so offset, such gains will not be distributed. During the year ended October 31, 2006, the Fund utilized capital loss carryforwards amounting to $13,376,789 and unutilized capital loss carryforwards of $59,105,234 expired.
Dividend and interest income from non-U.S. sources received by the Fund are generally subject to non-U.S. withholding taxes. In addition, the Fund may be subject to capital gains tax in certain countries in which it invests. The above taxes may be reduced or eliminated under the terms of applicable U.S.
17
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (continued) | October 31, 2006 |
income tax treaties with some of these countries. The Fund accrues such taxes when the related income is earned.
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes.” This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006 (January 1, 2007 for calendar-year companies); with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained as of the adoption date. As of October 31, 2006, the Fund has not completed its evaluation of the impact that will result from adopting FIN 48.
Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:
(i) | value of investment securities, assets and liabilities at the current rates of exchange on the valuation date; and |
(ii) | purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the respective dates of such transactions. |
The Fund generally does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of securities. However, the Fund does isolate the effect of fluctuations in foreign currency rates when determining the gain or loss upon the sale of foreign currency denominated debt obligations pursuant to U.S. federal income tax regulations; such amounts are categorized as foreign currency gains or losses for federal income tax purposes. The Fund reports certain realized foreign exchange gains and losses as components of realized gains and losses for financial reporting purposes, whereas such amounts are treated as ordinary income for federal income tax reporting purposes.
Securities denominated in currencies other than U.S. dollars are subject to changes in value due to fluctuations in foreign exchange rates. Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability, and the fact that foreign securities markets may be smaller and have less developed and less reliable settlement and share registration procedures.
Distribution of Income and Gains. The Fund intends to distribute annually to shareholders substantially all of its net investment income, including foreign currency gains, and to distribute
18
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (continued) | October 31, 2006 |
annually any net realized gains after the utilization of available capital loss carryovers. An additional distribution may be made to the extent necessary to avoid payment of a 4% federal excise tax.
Distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified at the end of each fiscal year with the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for financial reporting purposes but not for tax purposes are reported as dividends in excess of net investment income and net realized capital gains. To the extent they exceed net investment income and net realized gains for tax purposes, they are reported as distributions of additional paid-in capital.
NOTE C: MANAGEMENT, INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES AND DIRECTORS |
Since December 4, 2005, Blackstone Asia Advisors L.L.C. (“Blackstone Advisors”), an affiliate of The Blackstone Group (“Blackstone”), serves as the Fund’s Investment Manager, from December 4, 2005 to February 24, 2006 under the terms of an interim management agreement dated December 4, 2005 (the “Interim Management Agreement”), and since February 24, 2006 under the terms of a management agreement dated February 24, 2006 (the “Management Agreement”). Pursuant to the Management Agreement, Blackstone Advisors supervises the Fund’s investment program and is responsible on a day-to-day basis for investing the Fund’s portfolio in accordance with its investment objective and policies. For its services, Blackstone Advisors receives monthly fees at an annual rate of: (i) 1.00% for the first $500,000,000 of the Fund’s average weekly net assets; (ii) 0.95% for the next $500,000,000 of the Fund’s average weekly net assets; and (iii) 0.90% of the Fund’s average weekly net assets in excess of $1,000,000,000. The services provided and fees paid under the Interim Management Agreement were identical to the services provided and fees paid under the Management Agreement. For the period December 4, 2005 to October 31, 2006, management fees earned by Blackstone Advisors amounted to $825,233.
Prior to December 4, 2005, Advantage Advisers, Inc. (“Advantage”), a subsidiary of Oppenheimer Asset Management Inc. and an affiliate of Oppenheimer & Co. Inc. (“Oppenheimer”), served as the Fund’s Investment Manager under the terms of a management agreement dated June 5, 2003 (the “Previous Management Agreement”). Pursuant to the Previous Management Agreement, Advantage supervised the Fund’s investment program and was responsible on a day-to-day basis for investing the Fund’s portfolio in accordance with its investment objective and policies. For its services, Advantage received monthly fees at an annual rate of 1.00% of the Fund’s average weekly net assets. For the period
19
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (continued) | October 31, 2006 |
November 1, 2005 to December 4, 2005, management fees earned by Advantage amounted to $74,942.
For the year ended October 31, 2006, the Fund paid a total of $900,175 in management fees to Blackstone Advisors and Advantage.
Since January 1, 2006, Blackstone Advisors also serves as the Fund’s Administrator pursuant to an administration agreement dated January 1, 2006. Blackstone Advisors provides certain administrative services to the Fund. For its services, Blackstone Advisors receives a fee that is computed monthly and paid quarterly at an annual rate of: (i) 0.20% of the value of the Fund’s average monthly net assets for the first $1,500,000,000 of the Fund’s average monthly net assets and (ii) 0.15% of the value of the Fund’s average monthly net assets in excess of $1,500,000,000 of the Fund’s average monthly net assets. For the period January 1, 2006 to October 31, 2006, these fees amounted to $152,570. Blackstone Advisors subcontracts certain of these services to PFPC Inc.
From December 4, 2005 to January 1, 2006, Blackstone Administrative Services Partnership L.P. (“Blackstone Administrator”), an affiliate of Blackstone, served as the Fund’s Administrator pursuant to an administration agreement dated December 4, 2005. Blackstone Administrator provided certain administrative services to the Fund. For its services, Blackstone Administrator received a monthly fee at an annual rate of 0.20% of the value of the Fund’s average weekly net assets. For the period December 4, 2005 to January 1, 2006, these fees amounted to $12,477. Blackstone Administrator subcontracted certain of these services to PFPC Inc.
Prior to December 4, 2005, Oppenheimer, a registered investment adviser and an indirect wholly-owned subsidiary of Oppenheimer Holdings Inc., served as the Fund’s Administrator pursuant to an administration agreement dated June 5, 2003. Oppenheimer provided certain administrative services to the Fund. For its services, Oppenheimer received a monthly fee at an annual rate of 0.20% of the value of the Fund’s average weekly net assets. For the period November 1, 2005 to December 4, 2005, these fees amounted to $14,988. Oppenheimer subcontracted certain of these services to PFPC Inc.
For the year ended October 31, 2006, the Fund paid a total of $180,035 in administrative fees to Blackstone Advisors, Blackstone Administrator and Oppenheimer.
The Fund pays each of its Directors who is not a Director, officer or employee of the Investment Manager or any affiliate thereof an annual fee of $5,000 plus $1,000 for each in-person Board of Directors meeting and $250 for each telephonic Board of Directors meeting attended. The Chairman of the Board also receives an annual fee of $2,500. In addition, the Fund reimburses all Directors for travel and out-of-pocket expenses incurred in connection with Board of Directors meetings.
20
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (continued) | October 31, 2006 |
NOTE D: PORTFOLIO ACTIVITY |
Purchases and sales of securities other than short-term obligations aggregated $32,230,964 and $44,867,534, respectively, for the year ended October 31, 2006.
NOTE E: QUARTERLY REPURCHASE OFFERS |
In January 2002, the Board of Directors approved, subject to stockholder approval, a fundamental policy whereby the Fund would adopt an “interval fund” structure pursuant to Rule 23c-3 under the 1940 Act. Stockholders of the Fund subsequently approved the policy at the Special Meeting of Stockholders held on April 26, 2002. As an interval fund, the Fund will make quarterly repurchase offers at net asset value (less a 2% repurchase fee) to all Fund stockholders. The percentage of outstanding shares that the Fund can repurchase in each offer will be established by the Fund’s Board of Directors shortly before the commencement of each quarterly offer, and will be between 5% and 25% of the Fund’s then outstanding shares.
21
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (continued) | October 31, 2006 |
During the year ended October 31, 2006, the results of the four quarterly repurchase offers were as follows:
Repurchase Offer #13 | Repurchase Offer #14 | Repurchase Offer #15 | Repurchase Offer #16 | ||||||||||
Commencement Date | December 22, 2005 | March 24, 2006 | June 23, 2006 | September 22, 2006 | |||||||||
Expiration Date | January 13, 2006 | April 17, 2006 | July 14, 2006 | October 13, 2006 | |||||||||
Repurchase Offer Date | January 20, 2006 | April 21, 2006 | July 21, 2006 | October 20, 2006 | |||||||||
% of Issued and Outstanding Shares of Common Stock | 5% | 5% | 5% | 5% | |||||||||
Shares Validly Tendered | 285,625.8018 | 211,376.0000 | 10,303.0000 | 334,390.0000 | |||||||||
Final Pro-ration Odd Lot Shares | 2,389.0000 | no proration | no proration | 3,047.0000 | |||||||||
Final Pro-ration Non-Odd Lot Shares | 283,236.8018 | no proration | no proration | 257,212.0000 | |||||||||
% of Non-Odd Lot Shares Accepted | 22.49230% | no proration | no proration | 77.62700% | |||||||||
Shares Accepted for Tender | 285,626 | 211,376 | 10,303 | 260,259 | |||||||||
Net Asset Value as of Repurchase Offer Date ($) | 15.92 | 18.63 | 16.69 | 18.97 | |||||||||
Repurchase Fee per Share ($) | 0.3184 | 0.3726 | 0.3340 | 0.3794 | |||||||||
Repurchase Offer Price ($) | 15.6016 | 18.2574 | 16.3540 | 18.5906 | |||||||||
Repurchase Fee ($) | 90,943 | 78,759 | 3,441 | 98,742 | |||||||||
Expenses ($) | 57,055 | 89,239 | 42,710 | 69,083 | |||||||||
Total Cost ($) | 4,513,262 | 3,948,415 | 211,195 | 4,907,298 |
22
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (continued) | October 31, 2006 |
During the year ended October 31, 2005, the results of the four quarterly repurchase offers were as follows:
Repurchase Offer #9 | Repurchase Offer #10 | Repurchase Offer #11 | Repurchase Offer #12 | ||||||||||
Commencement Date | December 23, 2004 | March 30, 2005 | June 24, 2005 | September 23, 2005 | |||||||||
Expiration Date | January 14, 2005 | April 15, 2005 | July 15, 2005 | October 14, 2005 | |||||||||
Repurchase Offer Date | January 21, 2005 | April 29, 2005 | July 22, 2005 | October 21, 2005 | |||||||||
% of Issued and Outstanding Shares of Common Stock | 5% | 5% | 5% | 5% | |||||||||
Shares Validly Tendered | 2,067,018.2378 | 2,015,544.2378 | 1,414,680.2378 | 1,220,554.2378 | |||||||||
Final Pro-ration Odd Lot Shares | 14,617.0000 | 16,780.0000 | 20,371.0000 | 6,343.0000 | |||||||||
Final Pro-ration Non-Odd Lot Shares | 2,052,401.2378 | 1,998,764.2378 | 1,394,309.2378 | 1,214,211.2378 | |||||||||
% of Non-Odd Lot Shares Accepted | 16.37382% | 15.96170% | 21.23700% | 24.23892% | |||||||||
Shares Accepted for Tender | 350,672 | 333,138 | 316,482 | 300,657 | |||||||||
Net Asset Value as of Repurchase Offer Date ($) | 12.23 | 12.42 | 13.71 | 13.57 | |||||||||
Repurchase Fee per Share ($) | 0.2446 | 0.2484 | 0.2742 | 0.2714 | |||||||||
Repurchase Offer Price ($) | 11.9854 | 12.1716 | 13.4358 | 13.2986 | |||||||||
Repurchase Fee ($) | 85,775 | 82,752 | 86,779 | 81,598 | |||||||||
Expenses ($) | 82,282 | 50,825 | 66,751 | 36,822 | |||||||||
Total Cost ($) | 4,285,226 | 4,105,647 | 4,318,940 | 4,035,138 |
23
THE ASIA TIGERS FUND, INC.
Notes to Financial Statements (concluded) | October 31, 2006 |
NOTE F: CONCENTRATION OF RISKS |
At October 31, 2006, substantially all of the Fund’s assets were invested in Asian securities. The Asian securities markets are substantially smaller, less developed, less liquid, and more volatile than the major securities markets in the United States. Consequently, acquisitions and dispositions of Asian securities involve special risks and considerations not present with respect to U.S. securities.
Securities denominated in currencies other than U.S. dollars are subject to changes in value due to fluctuations in foreign exchange. Foreign security and currency transactions involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the level of governmental supervision and regulation of foreign securities markets and the possibilities of political or economic instability, the fact that foreign securities markets may be smaller and less developed, and the fact that securities, tax and corporate laws may have only recently developed or are in developing stages, and laws may not exist to cover all contingencies or to protect investors adequately.
NOTE G: OTHER |
In the normal course of business, the Fund may enter into contracts that contain a variety of representations and warranties and which may provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, management expects the risk of loss to be remote.
24
THE ASIA TIGERS FUND, INC.
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 statements of assets and liabilities, including the schedule 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. (hereafter referred to as the “Fund”) at October 31, 2006, 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 Fund’s 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, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 15, 2006
25
THE ASIA TIGERS FUND, INC.
Information about Directors and Officers
(unaudited)
The business and affairs of The Asia Tigers Fund, Inc. (the “Fund”) are managed under the direction of the Board of Directors. Information pertaining to the Directors and executive officers of the Fund is set forth below.
Name, Address and Age | Position(s) Held with Fund1 | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director (including the Fund) | Other Trusteeships/ Directorships Held by Director | ||||||
DISINTERESTED DIRECTORS | |||||||||||
Lawrence K. Becker 8039 Harbor View Terrace Brooklyn, NY 11209 Birth Year: 1955 | Director, Member of the Audit and Nominating Committees, Class III | Since 2003 | Private Investor, Real Estate Investment Management (July 2003-Present); Vice President – Controller/Treasurer, National Financial Partners (2000- 2003); Managing Director – Controller/Treasurer, Oppenheimer Capital – PIMCO (1981-2000) | 2 | Member of Board of Trustees or Board of Managers of five registered investment companies advised by Advantage Advisers L.L.C. or its affiliates (“Advantage”) | ||||||
Leslie H. Gelb The Council on Foreign Relations 58 East 68th Street New York, NY 10021 Birth Year: 1937 | Director and Member of the Audit and Nominating Committees, Class I | Since 1994 | President Emeritus, The Council on Foreign Relations (2003-Present); President, The Council on Foreign Relations (1993-2003); Columnist (1991-1993), Deputy Editorial Page Editor (1985-1990) and Editor, Op-Ed Page (1988-1990), The New York Times | 2 | Britannica.com; Director of 34 registered investment companies advised by Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and its affiliates | ||||||
Luis F. Rubio Jaime Balmes No. 11, D-2 Los Morales Polanco Mexico, D.F. 11510 Birth Year: 1955 | Director and Member of the Audit and Nominating Committees, Class I | Since 1999 | President, Centro de Investigacion para el Desarrollo, A.C. (Center of Research for Development) (2002-Present); Director General, Centro de Investigacion para el Desarrollo, A.C. (Center of Research for Development) (1984-2002); frequent contributor of op-ed pieces to The Los Angeles Times and The Wall Street Journal | 2 | Member of Board of Trustees or Board of Managers of five registered investment companies advised by Advantage; Director of certain other private investment funds | ||||||
Jeswald W. Salacuse The Fletcher School of Law & Diplomacy at Tufts University, Medford, MA 02155 Birth Year: 1938 | Director, Member of Audit Committee and Chairman of Nominating Committee, Class II | Since 1993 | Henry J. Braker Professor of Commercial Law, The Fletcher School of Law & Diplomacy (1986-Present); Dean, The Fletcher School of Law & Diplomacy, Tufts University (1986-1994) | 2 | Director of 34 registered investment companies advised by LMPFA and its affiliates | ||||||
26
THE ASIA TIGERS FUND, INC.
Information about Directors and Officers (continued)
Name, Address and Age | Position(s) Held with Fund1 | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director (including the Fund) | Other Trusteeships/ Directorships Held by Director | ||||||
INTERESTED DIRECTORS | |||||||||||
Prakash A. Melwani The Blackstone Group 345 Park Avenue New York, NY 10154 Birth Year: 1958 | Director and President, Class III | Since 2005 | Senior Managing Director, Private Equity Group, Blackstone (May 2003–Present); Founder and Chief Investment Officer, Vestar Capital Partners (1998–2003) | 2 | Aspen Insurance Holdings Limited and Kosmos Energy Holdings | ||||||
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | |||||||||||
Robert L. Friedman The Blackstone Group 345 Park Avenue New York, NY 10154 Birth Year: 1943 | Chief Legal Officer and Vice President | Since 2005 | Chief Aministrative Officer and Chief Legal Officer, Blackstone (2003–Present); Senior Managing Director, Blackstone (1999–Present) | N/A | N/A | ||||||
Joshua B. Rovine The Blackstone Group 345 Park Avenue New York, NY 10154 Birth Year: 1965 | Secretary | Since 2005 | Managing Director, Finance and Administration Group, Blackstone (2003–Present); Partner, Sidley Austin Brown & Wood LLP (1994–2003) | N/A | N/A | ||||||
Brian S. Chase The Blackstone Group 345 Park Avenue New York, NY 10154 Birth Year: 1977 | Treasurer and Vice President | Since 2005 | Vice President and Chief Financial Officer, Distressed Securities Advisors Group, Blackstone (May 2005– Present); Controller, Fortress Investment Group LLC, (May 2002–May 2005) | N/A | N/A | ||||||
27
THE ASIA TIGERS FUND, INC.
Information about Directors and Officers (concluded)
Name, Address and Age | Position(s) Held with Fund1 | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director (including the Fund) | Other Trusteeships/ Directorships Held by Director | ||||||
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | |||||||||||
Barbara Pires Blackstone Asia Advisors L.L.C. 345 Park Avenue New York, NY 10154 Birth Year: 1952 | Chief Compliance Officer and Vice President | Since 2005 | Consultant (2005–Present); Chief Compliance Officer, The Asia Tigers Fund, Inc. and The India Fund, Inc. (2005); Senior Vice President, Oppenheimer Asset Management, Inc. (1996–2005) | N/A | N/A | ||||||
Punita Kumar-Sinha Blackstone Asia Advisors L.L.C. 345 Park Avenue New York, NY 10154 Birth Year: 1962 | Portfolio Manager and Chief Investment Officer | Since 2005 | Portfolio Manager, The Asia Tigers Fund, Inc. and The India Fund, Inc. (1999–Present) | N/A | N/A | ||||||
1 | The Fund’s Board of Directors is divided into three classes: Class I, Class II, and Class III. The terms of office of the Class I, Class II, and Class III Directors expire at the Annual Meeting of Stockholders in the year 2008, year 2009 and year 2007, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. |
28
THE ASIA TIGERS FUND, INC.
Dividends and Distributions (unaudited)
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
The Fund intends to distribute annually to shareholders substantially all of its net investment income, and to distribute any net realized capital gains at least annually. Net investment income for this purpose is income other than net realized long- and short-term capital gains net of expenses.
Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), shareholders whose shares of Common Stock are registered in their own names will be deemed to have elected to have all distributions automatically reinvested by the Plan Agent in the Fund shares pursuant to the Plan, unless such shareholders elect to receive distributions in cash. Shareholders who elect to receive distributions in cash will receive all distributions in cash paid by check in dollars mailed directly to the shareholder by PNC Bank, National Association, as dividend paying agent. In the case of shareholders such as banks, brokers or nominees that hold shares for others who are beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the shareholders as representing the total amount registered in such shareholders’ names and held for the account of beneficial owners that have not elected to receive distributions in cash. Investors that own shares registered in the name of a bank, broker or other nominee should consult with such nominee as to participation in the Plan through such nominee, and may be required to have their shares registered in their own names in order to participate in the Plan.
The Plan Agent serves as agent for the shareholders in administering the Plan. If the Directors of the Fund declare an income dividend or a capital gains distribution payable either in the Fund’s Common Stock or in cash, nonparticipants in the Plan will receive cash and participants in the Plan will receive Common Stock, to be issued by the Fund or purchased by the Plan Agent in the open market, as provided below. If the market price per share on the valuation date equals or exceeds net asset value per share on that date, the Fund will issue new shares to participants at net asset value; provided, however, that if the net asset value is less than 95% of the market price on the valuation date, then such shares will be issued at 95% of the market price. The valuation date will be the dividend or distribution payment date or, if that date is not a New York Stock Exchange trading day, the next preceding trading day. If net asset value exceeds the market price of Fund shares at such time, or if the Fund should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent will, as agent for the participants, buy Fund shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts on, or shortly after, the payment date. If, before the Plan Agent has completed its purchases, the market price exceeds the net asset value of a Fund share, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the Fund’s shares, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund on the dividend payment date. Because of the foregoing difficulty with respect to open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making open-market purchases and will receive
29
THE ASIA TIGERS FUND, INC.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)
the uninvested portion of the dividend amount in newly issued shares at the close of business on the last purchase date.
Participants have the option of making additional cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in the Fund’s Common Stock. The Plan Agent will use all such funds received from participants to purchase Fund shares in the open market on or about February 15.
Any voluntary cash payment received more than 30 days prior to this date will be returned by the Plan Agent, and interest will not be paid on any uninvested cash payment. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Plan Agent, it is suggested that participants send in voluntary cash payments to be received by the Plan Agent approximately ten days before an applicable purchase date specified above. A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Plan Agent not less than 48 hours before such payment is to be invested.
The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in an account, including information needed by shareholders for personal and tax records. Shares in the account of each Plan participant will be held by the Plan Agent in the name of the participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan.
There is no charge to participants for reinvesting dividends or capital gains distributions or voluntary cash payments. The Plan Agent’s fees for the reinvestment of dividends and capital gains distributions and voluntary cash payments will be paid by the Fund. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in stock or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends and capital gains distributions and voluntary cash payments made by the participant. Brokerage charges for purchasing small amounts of stock for individual accounts through the Plan are expected to be less than the usual brokerage charges for such transactions, because the Plan Agent will be purchasing stock for all participants in blocks and prorating the lower commission thus attainable.
The receipt of dividends and distributions under the Plan will not relieve participants of any income tax that may be payable on such dividends or distributions.
30
THE ASIA TIGERS FUND, INC.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (concluded)
Experience under the Plan may indicate that changes in the Plan are desirable. Accordingly, the Fund and the Plan Agent reserve the right to terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to notice of the termination sent to members of the Plan at least 30 days before the record date for such dividend or distribution. The Plan also may be amended by the Fund or the Plan Agent, but (except when necessary or appropriate to comply with applicable law, rules or policies of a regulatory authority) only by at least 30 days’ written notice to participants in the Plan. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 43027, Westborough, Massachusetts, 01581.
31
THE ASIA TIGERS FUND, INC.
PRIVACY POLICY OF
BLACKSTONE ASIA ADVISORS L.L.C.
YOUR PRIVACY IS PROTECTED |
An important part of our commitment to you is our respect for your right to privacy. Protecting all the information we are either required to gather or which accumulates in the course of doing business with you is a cornerstone of our relationship with you. While the range of products and services we offer continues to expand, and the technology we use continues to change, our commitment to maintaining standards and procedures with respect to security remains constant.
COLLECTION OF INFORMATION |
The primary reason that we collect and maintain information is to more effectively administer our customer relationship with you. It allows us to identify, improve and develop products and services that we believe could be of benefit. It also permits us to provide efficient, accurate and responsive service, to help protect you from unauthorized use of your information and to comply with regulatory and other legal requirements. These include those related to institutional risk control and the resolution of disputes or inquiries.
Various sources are used to collect information about you, including (i) information you provide to us at the time you establish a relationship, (ii) information provided in applications, forms or instruction letters completed by you, (iii) information about your transactions with us or our affiliated companies, and/or (iv) information we receive through an outside source, such as a bank or credit bureau. In order to maintain the integrity of client information, we have procedures in place to update such information, as well as to delete it when appropriate. We encourage you to communicate such changes whenever necessary.
DISCLOSURE OF INFORMATION |
We do not disclose any nonpublic, personal information (such as your name, address or tax identification number) about our clients or former clients to anyone, except as permitted or required by law. We maintain physical, electronic and procedural safeguards to protect such information, and limit access to such information to those employees who require it in order to provide products or services to you.
The law permits us to share client information with companies that are affiliated with us which provide financial, credit, insurance, trust, legal, accounting and administrative services to us or our clients. This allows us to enhance our relationship with you by providing a broader range of products to better meet your needs and to protect the assets you may hold with us by preserving the safety and soundness of our firm.
32
THE ASIA TIGERS FUND, INC.
PRIVACY POLICY OF
BLACKSTONE ASIA ADVISORS L.L.C.
Finally, we are also permitted to disclose nonpublic, personal information to unaffiliated outside parties who assist us with processing, marketing or servicing a financial product, transaction or service requested by you, administering benefits or claims relating to such a transaction, product or service, and/or providing confirmations, statements, valuations or other records or information produced on our behalf.
It may be necessary, under anti-money laundering or other laws, to disclose information about you in order to accept your subscription. Information about you may also be released if you so direct, or if we or an affiliate are compelled to do so by law, or in connection with any government or self-regulatory organization request or investigation.
We are committed to upholding this Privacy Policy. We will notify you on an annual basis of our policies and practices in this regard and at any time that there is a material change that would require your consent.
December 2005
33
THE ASIA TIGERS FUND, INC.
Investment Manager:
Blackstone Asia Advisors L.L.C.
an affiliate of The Blackstone Group
Administrator:
Blackstone Asia
Advisors L.L.C.
Sub-Administrator:
PFPC Inc.
Transfer Agent:
PFPC Inc.
Custodian:
State Street Corporation
The Fund has adopted the Investment Manager’s proxy voting policies and procedures to govern the voting of proxies relating to its voting securities. You may obtain a copy of these proxy voting procedures, without charge, by calling 1-866-800-8933 or by visiting the Securities and Exchange Commission’s
website at www.sec.gov.
Information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2006, is available without charge, upon request, by calling 1-866-800-8933 and on the Securities and Exchange Commission website at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of its fiscal year on Form N-Q. You may obtain a copy of these filings by visiting the Securities and Exchange Commission’s website at www.sec.gov or its Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
This report is sent to shareholders of the Fund for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.
Asia
Advisors L.L.C.
The Asia Tigers Fund, Inc.
Annual Report
October 31, 2006
The Asia Tigers Fund, Inc.
(a) | The registrant, as of the end of the period covered by this report, has 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. |
(c) | There have been no amendments, during the period covered by this report, to a provision of the 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, and that relates to any element of the code of ethics description, except that Prakash A. Melwani, President of the Fund, and Brian S. Chase, Treasurer of the Fund, have been added as the persons covered by the code of ethics in connection with their appointment to those offices on December 4, 2005. |
(d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the 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, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions. |
(a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $75,790 for 2006 and $71,500 for 2005. |
(b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2006 and $0 for 2005. |
(c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $55,400 for 2006 and $45,100 for 2005. |
(d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2006 and $0 for 2005. |
(e)(1) | Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
· | a review of the nature of the professional services expected to be provided; |
· | the fees to be charged in connection with the services expected to be provided; |
· | a review of the safeguards put into place by the accounting firm to safeguard independence; and |
· | periodic meetings with the accounting firm. |
I. | Policy for Audit and Non-Audit Services to be Provided to the Fund |
2
· | annual Fund financial statement audits (including applicable internal control reports); |
· | seed audits (related to new product filings, as required); |
· | semiannual financial statement reviews (if applicable); and |
· | SEC and regulatory filings and consents issued in connection with any of the above; |
· | accounting consultations; |
· | Fund merger support services; |
· | agreed-upon procedure reports; |
· | attestation reports; |
· | SEC and regulatory filings and consents issued in connection with filings previously authorized by the Board of Directors; |
· | comfort letters; and |
· | internal control reports (other than issued pursuant to annual Fund financial statement audits). |
3
· | federal, state and local income tax compliance as well as sales and use tax compliance; |
· | timely “regulated investment company” qualification reviews; |
· | tax distribution analysis and planning; |
· | tax authority examination services; |
· | tax appeals support services; |
· | accounting methods studies; |
· | Fund merger support services; and |
· | other tax consulting services and related projects. |
· | bookkeeping or other services related to the accounting records or financial statements of the Fund; |
· | financial information systems design and implementation; |
· | appraisal or valuation services, fairness opinions or contribution-in-kind reports; |
· | actuarial services; |
· | internal audit outsourcing services; |
· | management functions or human resources; |
· | broker/dealer, investment adviser or investment banking services; |
· | legal and other expert services unrelated to the audit; and |
· | any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
4
II. | Pre-Approval of Non-Audit Services Provided to Other Entities within the Investment Company Complex |
III. | De Minimus Exception to Requirement of Pre-Approval of Non-Audit Services |
(1) | The aggregate amount of all non-approved permitted non-audit services provided constitutes no more than (i) with respect to such services provided to the Fund, five percent (5%) of the total amount of revenues paid by the Fund to its independent accountant during the fiscal year in which such services are provided and (ii) with respect to such services provided to Service Affiliates, five percent (5%) of the total amount of revenues paid to the Fund’s independent accountant by the Fund and the Service Affiliates during the fiscal year in which such services are provided; |
(2) | Such services were not recognized by the Fund at the time of the engagement for such services to be non-audit services; and |
(3) | Such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by the Committee Chairman (or any other Committee member who is a disinterested director under the Investment Company Act to whom this responsibility has been delegated). Any approval by the Committee Chairman or other delegate shall be reported to the full Committee at its next regularly scheduled meeting. |
(e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: |
(f) | The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent. |
(g) | The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to Blackstone Asia Advisors L.L.C., the registrant’s investment adviser (not including any sub-adviser those 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 $0 for 2006 and $0 for 2005. |
In addition, the aggregate non-audit fees billed by the registrant’s accountant for services rendered to Advantage Advisers, Inc., the registrant’s former investment adviser (not including any sub-adviser whose role was primarily portfolio management and was subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the former adviser that provided ongoing services to the registrant was $0 for the period November 1, 2005 to December 4, 2005 and $40,000 for the registrant’s 2005 fiscal year. |
(h) | The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (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 adviser 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 accountant’s independence. |
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Page | |
i
ii
iii
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(1) | Company performance |
(2) | Composition of the board and key board committees |
(3) | Attendance at board meetings |
(4) | Corporate governance provisions and takeover activity |
(1) | Board decisions concerning executive compensation |
(2) | Number of other board seats held by the nominee |
(3) | Interlocking directorships |
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Vote AGAINST proposals regarding charitable contribution.
8
(A) | The present environment in which directors operate provides substantial risk of claims or suits against them in their individual capacities arising out of the discharge of their duties. |
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(B) | Attracting and retaining the most qualified directors enhances shareholder value. |
1. | These proposals may aim at reducing or increasing the influence of certain groups of individuals. |
2. | This is an issue with which the board of directors is uniquely qualified to deal, since they have the most experience in sitting on a board and are up-to-date on the specific needs of the corporation. |
11
1. | management’s track record |
2. | background to the proxy contest |
3. | qualifications of director nominees |
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1. | An experienced director should not be disqualified because he or she has served a certain number of years. |
2. | The nominating committee is in the best position to judge the directors’ terms in office due to their understanding of a corporation’s needs and a director’s abilities and experience. |
3. | If shareholders are not satisfied with the job a director is doing, they can vote him/her off the board when the term is up. |
13
1. | Federal securities laws require disclosure in corporate proxy statements of the compensation paid to corporate directors and officers. |
2. | Employees other than executive officers and directors are typically not in policy-making roles where they have the ability to determine, in a significant way, the amount of their own compensation. |
3. | The disclosure of compensation of lower-level officers and employees infringes upon their privacy and might create morale problems. |
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15
1. | Although lawsuits are sometimes filed against accounting firms, including those nationally recognized, these firms typically complete their assignments in a lawful and professional manner. |
2. | Sometimes it may be appropriate for a corporation to change accounting firms, but the board of directors is in the best position to judge the advantages of any such change and any disagreements with former auditors must be fully disclosed to shareholders. |
3. | If there is a reason to believe the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position, then in this case vote AGAINST ratification. |
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17
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1. | While studies by the SEC and others show that Greenmail devalues the company’s stock price, an argument can be made that a payment can enable the company to pursue plans that may provide long-term gains to the shareholders. |
19
1. | Supermajority requirements ensure broad agreement on issues that may have a significant impact on the future of the company. |
2. | Supermajority vote may make action all but impossible. |
3. | Supermajority requirements are counter to the principle of majority rule. |
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21
1. | A name of a corporation symbolizes its substance. |
2. | There are many reasons a corporation may have for changing its name, including an intention to change the direction of the business or to have a contemporary corporate image. |
3. | The board of directors is well-positioned to determine the best name for the corporation because, among other reasons, it usually seeks professional advice on such matters. |
22
1. | The board is in the best position to determine the company’s need to incorporate. |
2. | Reincorporation may have considerable implications for shareholders, affecting a company’s takeover defenses, its corporate structure or governance features. |
3. | Reincorporation in a state with stronger anti-takeover laws may harm shareholder value. |
23
PROXY CONTEST DEFENSES
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1. | The annual election of directors provides an extra check on management’s performance. A director who is doing a good job should not fear an annual review of his/her directorship. |
25
1. | Cumulative voting would allow a minority owner to create an impact disproportionate to his/her holdings. |
2. | Cumulative voting can be used to elect a director who would represent special interests and not those of the corporation and its shareholders. |
3. | Cumulative voting can allow a minority to have representation. |
4. | Cumulative Voting can lead to a conflict within the board which could interfere with its ability to serve the shareholders’ best interests. |
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1. | Some shareholders elect to have the board not know how they voted on certain issues. |
2. | Should the board be aware of how a shareholder voted, the board could attempt to influence the shareholder to change his/her vote, giving itself an advantage over those that do not have access to this information. |
3. | Confidential voting is an important element of corporate democracy which should be available to the shareholder. |
30
1. | Directors already have fiduciary responsibility to represent shareholders and are accountable to them by law, thus rendering shareholder advisory committees unnecessary. |
2. | Adding another layer to the current corporate governance system would be expensive and unproductive. |
31
1. | The laws and regulations of various countries differ widely as to those issues on which shareholder approval is needed, usually requiring consent for actions which are considered routine in the United States. |
2. | The board of directors is well positioned to determine whether or not these types of actions are in the best interest of the corporation’s shareholders. |
32
1. | For certain companies, employing individuals familiar with the regulatory agencies and procedures is essential and, therefore, is in the best interests of the shareholders. |
2. | Existing laws and regulations require enough disclosure and serve as a check on conflicts of interest. |
3. | Additional disclosure would be an unreasonable invasion of such individual’s privacy. |
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1. | We do not believe a concrete business case is made for this proposal. In our opinion, the company will be best served by continuing to carry on its business as it did before the proposal was made. |
35
1. | We believe that human and political rights are of the utmost importance for their own sake as well as for the enhancement of economic potential of a nation. |
2. | We do not believe a concrete business case has been made for this proposal. We will refrain from making social or political statements by voting for these proposals. We will only vote on proposals that maximize the value of the issuers’ status without regard to (i.e., we will not pass judgement upon) the non-economic considerations. |
36
1. | We believe that human rights are of the utmost importance for their own sake as well as for the enhancement of economic potential of a nation. |
2. | We do not believe that a concrete business case has been made for these proposals. We will refrain from making social statements by voting for these proposals. We will not only vote on proposals that maximize the value of the issuers’ securities without regard to (i.e., we will not pass judgement upon) the non-economic considerations. |
37
1. | We feel that the hiring and promotion of employees should be free from prohibited discriminatory practices. We also feel that many of these issues are already subject to significant state and federal regulations. |
38
1. | Needless cruelty to animals should never be tolerated. However, the testing of products on animals may be very important to the health and safety of consumers. |
2. | We also feel that this issue is already subject to significant state and federal regulation. |
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40
1. | Is this company going to make frequent business acquisitions over a period of time? |
2. | Is the company expanding its operations? |
3. | Within the company, are there any debt structuring or prepackaged bankruptcy plans? |
41
1. | Blank check preferred stock can be used as the vehicle for a poison pill defense against hostile suitors, or it may be placed in friendly hands to help block a takeover bid. |
42
1. | The existence of preemptive rights can considerably slow down the process of issuing new shares due to the logistics involved in protecting such rights. |
2. | Preemptive rights are not necessary for the shareholder in today’s corporations, whose stock is held by a wide range of owners and is, in most cases, highly liquid. |
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44
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1. | State laws sometimes prohibit issuance of new stock priced below that of the outstanding shares. |
2. | A corporation may be unable to raise capital if the par value is overstated. |
46
1. | Dilution - How much will ownership interest of existing shareholders be reduced and how extreme will dilution to future earnings be? |
2. | Change in Control - Will the transaction result in a change of control of the company? |
3. | Bankruptcy - Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring? |
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1. | As directors take an increasingly active role in corporate decision-making and governance, their compensation is becoming more performance-based. |
49
1. | Executive compensation is established by a committee that consists of independent directors who have fiduciary responsibility to act in the best interest of the shareholders and who are best placed to make compensation decisions. |
50
1. | The exercise price for stock options is less than 85% of fair market value on the date of the grant. |
2. | It is an omnibus stock plan which gives directors broad discretion in deciding how much and what kind of stock to award, when and to whom. |
3. | The shares for issue exceed 8% of the company’s outstanding shares; or, in the case of the evergreen plans, the amount of increase exceeds 1.5% of the total number of shares outstanding. |
1. | Re-load options (new options issued for any exercised). |
2. | The plan would allow for management to pyramid their holdings by using stock to purchase more stock, without having to lay out cash. Vote YES if this is for directors. |
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1. | The stability of management may be affected by an attempted acquisition of the corporation. |
2. | There is a tendency on the part of an entrenched management to overstate the value of their continuing control of and influence on the day-to-day functions of a corporation. |
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1. | These proposals deprive the board of directors of its ability to act quickly in propitious circumstances. |
2. | Conforming to these requirements can be expensive. |
3. | The board of directors is uniquely qualified and positioned to be able to make these decisions without prior shareholder approval. |
4. | The threshold levels usually imposed by these proposals are much more stringent than required by law. |
57
1. | It is the directors’ responsibility to act on behalf of the shareholders in opposing coercive takeover attempts. |
2. | Creating deterrents to corporate takeovers may allow for entrenchment of inefficient management. |
3. | These statutes strengthen the board’s ability to deal with potential buyers on fair and reasonable terms. |
4. | Shareholders should have the final say on whether the company should be merged or acquired. |
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1. | Proxy votes regarding non-routine matters are solicited by an issuer that may have a separate account relationship with an affiliate of the Adviser. |
2. | A proponent of a proxy proposal has a business relationship with the Adviser or one of its affiliates or the Adviser or one of its affiliates has a business relationship with participants in proxy contests, corporate directors or director candidates. |
3. | An employee of the Adviser has a personal interest in the outcome of a particular matter before shareholders. |
1. | Routine proxy proposals are presumed not to involve a material conflict of interest. |
2. | Non-routine proxy proposals. Proxy proposals that are “non-routine” will be presumed to involve a material conflict of interest unless the Governance Committee determines that the conflict is unrelated to the proposal. Non-routine proposals would include a merger, compensation matters for management and contested elections of directors. |
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3. | The Governance Committee may determine on a case-by-case basis that particular non-routine proposals do not involve a material conflict of interest because the proposal is not directly related to the Adviser’s conflict vis-à-vis the issue. The Governance Committee will record the basis for any such determination. With respect to any proposal that the Governance Committee determines presents a material conflict of interest, the Adviser may vote regarding that proposal in any of the following ways: |
a) | Obtain instructions from the client on how to vote. |
b) | Use existing proxy guidelines if the policy with respect to the proposal is specifically addressed and does not involve a case-by-case analysis. |
c) | Vote the proposal that involves the conflict according to the recommendations of an independent third party such as Institutional Share Services Inc. or Investor Responsibility Research Center. |
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1. | Each country has its own rules and practices regarding shareholder notification, voting restrictions, registration conditions and share blocking. |
2. | In some foreign countries shares may be “blocked” by custodian or depository or bearer shares deposited with specific financial institutions for a certain number of days before or after the shareholders meeting. When blocked, shares typically may not be traded until the day after the blocking period. Blackstone may refrain from voting shares of foreign stocks subject to blocking restrictions where in the Adviser’s judgment the benefit from voting the shares is outweighed by the interest in maintaining client liquidity in the shares. This decision is made on a case-by-case basis based on a relevant factors including the length of the blocking period, the significance of the holding and whether the stock is considered by a long-term holding. |
3. | Time frames between shareholder notification, distribution of proxy materials, book closures and the actual meeting date may be too short to allow timely action. |
4. | In certain countries, applicable regulations require that votes must be made in person at the shareholder meeting. The Adviser will weigh the costs and benefits of voting on proxy proposals in countries that require in-person voting on a case-by-case basis and make decisions on whether voting on a given proxy proposal is prudent. Generally, the Adviser will not vote shares in countries that require in person voting on routine matters such as uncontested elections of directors, ratification of auditors. |
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1. | Copies of these policies |
2. | A copy of each proxy statement that the Adviser receives regarding client securities. The Adviser may satisfy this requirement by relying on a third party to keep copies of proxy statements provided that the Adviser has an undertaking from the third party to provide a copy of the proxy statement promptly upon request. |
3. | A record of each vote cast on behalf of a client. A third party may keep these voting records provided that the Adviser has an undertaking from the third party to provide a copy of the record promptly upon request. |
4. | A copy of any document created by the Adviser that was material to making a decision on how to vote proxies or that memorializes the basis for that decision. |
5. | A copy of each written client request for information on how an Adviser voted proxies on behalf of the client and a copy of written response by the Adviser to any client request for information on how the Adviser voted proxies on behalf of the client. |
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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 | |||||||||
05/01/06 to 05/31/06 | None | None | None | None | |||||||||
06/01/06 to 06/30/06 | None | None | None | None | |||||||||
07/01/06 to 07/31/06 | 10,303.0000 | $16.3540 | 10,303.0000 | (1) | None | ||||||||
08/01/06 to 08/31/06 | None | None | None | None | |||||||||
09/01/06 to 09/30/06 | None | None | None | None | |||||||||
10/01/06 to 10/31/06 | 260,259.0000 | $18.5906 | 260,259.0000 | (2) | None | ||||||||
Total | 270,562.0000 | — | 270,562.0000 | None |
(1) | These shares were repurchased in connection with the Fund’s regular, quarterly repurchase offer announced on June 23, 2006 that expired on July 14, 2006. In connection with this repurchase offer, the Fund offered to repurchase up to 260,774.4328 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 Fund’s net asset value as of July 21, 2006. |
(2) | These shares were repurchased in connection with the Fund’s regular, quarterly repurchase offer announced on September 22, 2006 that expired on October 13, 2006. In connection with this repurchase offer, the Fund offered to repurchase up to 260,259 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 Fund’s net asset value as of October 20, 2006. |
(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, as amended (the “1940 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 their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s 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. |
(a)(1) | Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act 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 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(registrant) | The Asia Tigers Fund, Inc. |
By (Signature and Title)* | /s/ Prakash A. Melwani, |
Prakash A. Melwani, President (principal executive officer) | |
Date | December 21, 2006 |
By (Signature and Title)* | /s/ Prakash A. Melwani |
Prakash A. Melwani, President (principal executive officer) | |
Date | December 21, 2006 |
By (Signature and Title)* | /s/ Brian S. Chase |
Brian S. Chase, Treasurer (principal financial officer) | |
Date | December 21, 2006 |