UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT
OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
| Investment Company Act file number: | 811-08050 | |
| Exact name of registrant as specified in charter: | The Asia Tigers Fund, Inc. | |
| Address of principal executive offices: | 1735 Market Street, 32nd Floor | |
| Philadelphia, PA 19103 | ||
| Name and address of agent for service: | Ms. Andrea Melia | |
| Aberdeen Asset Management Inc. | ||
| 1735 Market Street 32nd Floor | ||
| Philadelphia, PA 19103 | ||
| Registrant’s telephone number, including area code: | 800-522-5465 | |
| Date of fiscal year end: | October 31 | |
| Date of reporting period: | October 31, 2015 | |
Item 1 – Reports to Stockholders. The Report to Shareholders is attached herewith.
Letter to Shareholders (unaudited)
Dear Shareholder,
We present this Annual Report which covers the activities of The Asia Tigers Fund, Inc. (the “Fund”) for the year ended October 31, 2015. The Fund’s investment objective is long-term capital appreciation, which it seeks to achieve by investing primarily in equity securities of Asian companies.
Total Return Performance
For the fiscal year ended October 31, 2015, the total investment return to shareholders of the Fund based on the net asset value (“NAV”) of the Fund, net of fees, was -11.7%, assuming reinvestments of dividends and distributions, versus a return of -7.0% for the Fund’s benchmark, the MSCI AC Asia ex Japan Index.1
Share Price and NAV
For the year ended October 31, 2015, based on market price, the Fund’s total return was -15.2% assuming reinvestment of dividends and distributions. The Fund’s share price decreased by 18.6% over the twelve-month period from $12.00 on October 31, 2014 to $9.77 on October 31, 2015. The Fund’s share price on October 31, 2015 represented a discount of 14.4% to the NAV per share of $11.41 on that date, compared with a discount of 10.8% to the NAV per share of $13.46 on October 31, 2014.
Targeted Discount Policy
The Fund’s targeted discount policy seeks to manage the Fund’s discount by buying back shares of common stock in the open market at times when the Fund’s shares trade at a discount of 10% or more to NAV. The Board may potentially consider, although it is not obligated to, other actions that, in its judgment, may be effective to address the discount. The targeted discount policy, which became effective on April 4, 2014 upon the elimination of the Fund’s policy relating to semi-annual repurchase offers under its former interval structure, extended the Fund’s prior open market repurchase policy. During the year ended October 31, 2015 and the year ended October 31, 2014, the Fund repurchased 41,567 and 61,651 shares, respectively, under its open market repurchase policy.
Portfolio Holdings Disclosure
The Fund’s complete schedule of portfolio holdings for the second and fourth quarters of each fiscal year is included in the Fund’s semi-annual and annual reports to shareholders. The Fund files its
complete schedule of portfolio holdings with the Securities and Exchange Commission’s (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s most recent Form N-Q is also available to shareholders on the Fund’s website or upon request and without charge by calling Investor Relations toll-free at 1-800-522-5465.
Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve months ended June 30 is available by August 30 of the relevant year: (i) upon request and without charge by calling Investor Relations toll-free at
1-800-522-5465 and (ii) on the SEC’s website at http://www.sec.gov.
Unclaimed Share Accounts
Please be advised that abandoned or unclaimed property laws for certain states require financial organizations to transfer (escheat) unclaimed property (including Fund shares) to the state. Each state has its own definition of unclaimed property, and triggers generally include inactivity (e.g., no owner-generated activity for a certain period), returned mail (e.g., when mail sent to a shareholder is returned to the Fund’s transfer agent as undeliverable), or a combination of both. If your Fund shares are flagged as unclaimed, your financial advisor or the Fund’s transfer agent will follow the applicable states statutory requirements to contact you, but if unsuccessful, laws may require that the shares be escheated to the appropriate state. For more information on unclaimed property and how to maintain an active account, please contact your financial adviser or the Fund’s transfer agent.
Investor Relations Information
As part of Aberdeen’s commitment to shareholders, I invite you to visit the Fund on the web at www.aberdeengrr.com. From this page, you can view monthly fact sheets, portfolio manager commentary, distribution and performance information, updated daily fact sheets courtesy of Morningstar®, portfolio charting and other timely data.
| 1 | The MSCI AC (All Country) Asia ex Japan Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of Asia, excluding Japan. The MSCI AC Asia ex Japan Index consists of the following 10 developed and emerging market country indices: China, Hong Kong, India, Indonesia, Korea, Malaysia, Philippines, Singapore, Taiwan, and Thailand. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. |
The Asia Tigers Fund, Inc.
1
Letter to Shareholders (unaudited) (concluded)
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Included within this report is a reply card with postage paid envelope. Please complete and mail the card if you would like to be added to our enhanced email service and receive future communications from Aberdeen.
Please take a look at Aberdeen’s award-winning Closed-End Fund Talk Channel, where a series of fund manager webcasts and short films are posted. Visit Aberdeen’s Closed-End Fund Talk Channel at www.aberdeen-asset.us/aam.nsf/usclosed/aberdeentv.
Contact us
| • | Visit us: http://www.aberdeen-asset.us/cef or www.aberdeengrr.com |
| • | Watch us: www.aberdeen-asset.us/aam.nsf/usclosed/aberdeentv |
| • | Email us: InvestorRelations@aberdeen-asset.com |
| • | Call us: 1-800-522-5465 (toll free in the U.S.) |
Yours sincerely,
/s/ Alan R. Goodson
Alan R. Goodson
President
All amounts are U.S dollars unless otherwise stated.
The Asia Tigers Fund, Inc.
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Report of the Investment Manager (unaudited)
Market review
Asian equities, as measured by the MSCI All-Country (AC) Asia ex Japan Index, declined over the 12-month period ended October 31, 2015. Most regional markets suffered substantial losses by the end of the period against a macroeconomic backdrop of weak economic activity and lower inflation. Initial gains spurred by monetary stimulus were overshadowed by a steep correction, with China a key source of turbulence.
In the first half of the reporting period, Chinese stocks, as represented by the MSCI Golden Dragon Index, returned nearly 30%, compared to the approximately 11% gain of the benchmark MSCI AC Asia ex Japan Index. While the Fund’s underweight position in China relative to the benchmark detracted significantly from performance over those months, we became even more cautious about China’s equity markets, where the Fund has selective exposure, because of our corporate governance concerns. The disparity between the liquidity-driven rally and economic and corporate fundamentals became starker, with the inevitable painful adjustment when the bubble burst. Regulators also appeared unnerved and cracked down on margin trading. This triggered a steep correction, along with a surprise devaluation of the yuan. Concerned about potential systemic risk,1 the Chinese government unleashed several support measures in an effort to stabilize investor sentiment. Notably, the Fund’s underweight position in China contributed positively to performance in the final six months of the reporting period, recouping some of the initial losses in that market.
Meanwhile, the plunge in global commodity prices over the reporting period also hurt the stock markets and currencies of natural resources-dependent countries, such as Indonesia and Malaysia. Investors worried about the impact of shrinking government revenues and economic growth, while country-specific risks also eroded sentiment. Political concerns and delays in public spending weighed on investment activity and confidence in both markets, which were further exacerbated by depreciating currencies. Elsewhere, Thai stocks fell captive to investors’ economic concerns, as sputtering exports and waning consumer spending depressed gross domestic product (GDP) growth. In an effort to boost growth and shore up markets amid worries of a spillover from China’s slowdown, all three countries announced significant stimulus measures.
Fund performance review
The Fund’s underweight position in China relative to the benchmark MSCI AC Asia ex Japan Index, as well as overall stock selection, weighed on the Fund’s performance for the reporting period.
Notably, the lack of exposure to Tencent was a significant detractor from Fund performance. The Chinese Internet company delivered generally positive quarterly results over the review period and disclosed plans to monetize its WeChat platform. The company’s core gaming revenue continues to indicate that its growth rate is normalizing and it is experiencing some margin pressure, which we think the market has overlooked. The Fund does not hold the stock because we still are not sufficiently comfortable with its corporate structure. The Fund’s holding in PetroChina was another detractor from performance for the reporting period. The oil and gas company’s exploration and production division saw relatively weak results over the period in the wake of the sharp global declines in oil prices, which overshadowed improvements in its downstream activities.2 While the operating environment remains difficult, we believe that the Chinese oil giant has low-cost reserves, backed by a solid balance sheet.
The Fund’s holdings in lender Standard Chartered (Stanchart) and property developer City Developments (CDL) also detracted from performance for the reporting period. Investors’ worries regarding Stanchart’s subdued earnings outlook were exacerbated by concerns over its exposure to commodities and emerging markets. The lender recently unveiled details of a long-awaited strategic review, which included plans to raise capital, cut costs and scrap its final dividend for 2015. We continue to believe in the strong value of the lender’s emerging-market franchise and think that management has taken the right steps to address its problems. The decline in shares of Singapore’s CDL was attributable to weak investor sentiment towards the property sector amid expectations of an increase in interest rates and property cooling measures that the Singapore government implemented. However, we believe that CDL’s underlying fundamentals remain intact. In our view, the company has a strong portfolio of land banks and properties globally, including its stake in Millennium & Copthorne Hotels, and we believe that its valuation remains attractive.
On a more positive note, the Fund’s positions in Indian mortgage lender HDFC and Pan-Asian insurer AIA Group contributed to the Fund’s performance for the reporting period. HDFC continued to enjoy healthy loan and margin growth while maintaining good asset quality by sticking to its rigorous credit-checking process. AIA Group’s share price performed well after the company delivered better-than-expected third-quarter 2015 results that were underpinned by robust growth in the value of new business on a constant-currency basis in all markets except Korea.
| 1 | Systemic risk represents the possibility that an event at a company level could trigger severe instability or the collapse of an entire industry or economy. |
| 2 | Downstream activities comprise the oil and gas operations that take place after the production phase, through to the point of sale. |
The Asia Tigers Fund, Inc.
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Report of the Investment Manager (unaudited) (concluded)
Core Fund holding Samsung Electronics also enhanced Fund performance over the period, as the Korean conglomerate benefited from its moves to enhance shareholder value. Samsung announced that it would repurchase and cancel shares3 valued at 11.3 trillion won (approximately US$9.8 billion), as well as continue to grow its dividends. This marked the biggest buyback in its history and the first cancellation of shares in 10 years. Specifically, in our view, Samsung prioritized the repurchase of preferred shares, which the Fund holds, because they are more attractively valued. Long-term investors appeared to be receptive to the announcement, while the company continued to reinvest in the growth of its business.
Our investment strategy was unchanged over the review period, as we maintained a disciplined focus on buying what we believed were high-quality companies at attractive prices. During the period, we saw some prospects emerge, particularly in China, as stocks were sold off indiscriminately amid the market turmoil. In our experience, this tends to create potential opportunities for long-term investors. The valuations of some stocks that we had been monitoring from the sidelines fell to more attractive levels and, consequently, we took the opportunity to add these companies to the Fund’s portfolio.
Regarding Fund activity over the reporting period, we initiated a position in Chinese cement company Anhui Conch. Although the domestic cement sector has slowed, the company has the industry’s lowest-cost production and a strong balance sheet, which we believe positions it well for a longer-term recovery. We also initiated holdings in Indonesian conglomerate Astra International and Hong Kong rail operator MTR Corp. We view Astra International as a proxy for the Indonesian economy, with interests spanning autos, commodities, financial services and infrastructure. The firm is part of the Jardine stable of companies; therefore, it shares the same management and financial discipline that we favor elsewhere in the
Jardine group. MTR Corp. has expanding businesses in the region, particularly in China. We like its healthy operating cash flow and a rail-and-property model that allows it to be among the largest landowners in Hong Kong.
Conversely, we exited the position in China Resources Enterprises after a period of strong relative share price performance following a revised offer from the parent, China Resources Group, to privatize the non-beer business and to acquire 20% of the beer business. We had a series of engagements with senior management and the board, as we felt that the initial offer undervalued the business; we were subsequently rewarded with an improved offer.
Outlook
In our view, while the sharp Asian equity market turnaround at the end of the reporting period has provided a brief respite, we anticipate that market volatility may continue, particularly when the U.S. Federal Reserve hikes its benchmark interest rate for the first time in nearly a decade. Meanwhile, we think that Asia, along with the broader developing economies, will need to adjust to slowing trade and investment flows as the impact of China’s economic slowdown reverberates worldwide. As bottom-up stock-pickers, however, we are not unduly worried about the macroeconomic environment because corporate balance sheets remain strong, and we feel that demographic trends in the region are supportive of longer-term growth. Some occasional underperformance may arise as a consequence of taking active decisions, in our opinion. We think that the companies the Fund holds have been doing the right things in terms of managing their cash flows and balance sheets within the context of a challenging earnings growth environment, and we believe that they should be well-positioned to benefit from an improvement in the operating environment.
Aberdeen Asset Management Asia Limited
| 3 | Cancellation is a legal procedure by issuers of securities which repurchase their own securities in order to reduce the amount of outstanding securities. |
The Asia Tigers Fund, Inc.
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Total Investment Returns (unaudited)
The following table summarizes the average annual Fund total investment return compared to the Fund’s benchmark of MSCI AC ex Japan Index for the 1-year, 3-year, 5-year and 10-year periods as of October 31, 2015.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Net Asset Value (NAV) | -11.7% | -1.2% | -1.2% | 7.0% | ||||||||||||
Market Value | -15.2% | -3.3% | -3.7% | 5.7% | ||||||||||||
MSCI AC Asia ex Japan Index | -7.0% | 2.9% | 1.7% | 8.3% | ||||||||||||
Aberdeen Asset Management Asia Limited has entered into a written contract with the Fund to waive fees or limit expenses without which performance would be lower. This contract may not be terminated before December 19, 2015. Aberdeen Asset Management Inc. has entered into an agreement with the Fund to cap Investor Relation Services fees, without which performance would be lower. See Note 3 and Note 11 in the Notes to Financial Statements. Returns represent past performance. Total investment return at NAV is based on changes in the net asset value of Fund shares and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the Fund’s dividend reinvestment program. All return data at NAV includes fees charged to the Fund, which are listed in the Fund’s Statement of Operations under “Expenses”. The Fund’s total return is based on the reported NAV on each annual period end. Total investment return at market value is based on changes in the market price at which the Fund’s shares traded on the NYSE during the period and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the Fund’s dividend reinvestment program. Because the Fund’s shares trade in the stock market based on investor demand, the Fund may trade at a price higher or lower than its NAV. Therefore, returns are calculated based on both market price and NAV. Past performance is no guarantee of future results. The performance information provided does not reflect the deduction of taxes that a shareholder would pay on distributions received from the Fund. The current performance of the Fund may be lower or higher than the figures shown. The Fund’s yield, return, market price and NAV will fluctuate. Performance information current to the most recent month-end is available at www.aberdeengrr.com by calling 800-522-5465.
The net operating expense ratio excluding fee waivers based on the fiscal year ended October 31, 2015 was 2.28%. The net expense ratio net of fee waivers based on the fiscal year ended October 31, 2015 was 2.04%.
The Asia Tigers Fund, Inc.
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Portfolio Summary (unaudited)
The following table summarizes the composition of the Fund’s portfolio, in Standard & Poor’s Global Industry Classification Standard (“GICS”) sectors, expressed as a percentage of net assets. The GICS structure consists of 10 sectors, 24 industry groups, 67 industries and 156 subindustries. As of October 31, 2015, the Fund had less than 25% of its assets invested in any industry. The sectors, as classified by GICS sectors, are comprised of several industries.
As of October 31, 2015, the Fund held 98.9% of its net assets in equities, 0.6% in a short-term investment and 0.5% in other assets in excess of liabilities.
Asset Allocation | As a Percentage of Net Assets | |||
Financials | 43.5% | |||
Information Technology | 14.1% | |||
Industrials | 10.1% | |||
Telecommunication Services | 9.6% | |||
Materials | 7.2% | |||
Consumer Staples | 7.0% | |||
Consumer Discretionary | 4.5% | |||
Energy | 2.9% | |||
Other | 1.1% | |||
| 100.0% | ||||
The following table summarizes the composition of the Fund’s portfolio, in Geographic classification, expressed as a percentage of net assets as of October 31, 2015.
| Top Countries | As a Percentage of Net Assets | |||
Hong Kong | 25.8% | |||
Singapore | 20.2% | |||
India | 16.9% | |||
Republic of South Korea | 7.2% | |||
Taiwan | 6.6% | |||
China | 6.5% | |||
Thailand | 3.9% | |||
Philippines | 3.5% | |||
Malaysia | 2.9% | |||
United Kingdom | 2.5% | |||
Other | 4.0% | |||
| 100.0% | ||||
The Asia Tigers Fund, Inc.
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Top Ten Equity Holdings (unaudited)
The following were the Fund’s top ten holdings as of October 31, 2015:
| Name of Security | As a Percentage of Net Assets | |||
Swire Pacific Ltd., Class B | 5.4% | |||
Jardine Strategic Holdings Ltd. | 4.9% | |||
Oversea-Chinese Banking Corp. Ltd. | 4.9% | |||
Samsung Electronics Co. Ltd., Preferred Shares | 4.3% | |||
Housing Development Finance Corp. Ltd. | 4.2% | |||
Taiwan Semiconductor Manufacturing Co. Ltd. | 4.2% | |||
AIA Group Ltd. | 4.0% | |||
China Mobile Ltd. | 3.8% | |||
HSBC Holdings PLC | 3.6% | |||
UltraTech Cement Ltd. | 3.5% | |||
The Asia Tigers Fund, Inc.
7
Portfolio of Investments
As of October 31, 2015
| Shares | Description | Value (US$) | ||||||
| LONG-TERM INVESTMENTS—98.9% |
| ||||||
| COMMON STOCKS—94.6% |
| ||||||
| CHINA—6.5% |
| ||||||
| CONSTRUCTION MATERIALS—0.5% |
| ||||||
| 60,000 | Anhui Conch Cement Co. Ltd., H Shares (a) | $ | 183,078 | |||||
| OIL, GAS & CONSUMABLE FUELS—2.2% |
| ||||||
| 1,118,000 | PetroChina Co. Ltd., H Shares (a) | 873,842 | ||||||
| WIRELESS TELECOMMUNICATION SERVICES—3.8% |
| ||||||
| 127,200 | China Mobile Ltd. (a) | 1,524,292 | ||||||
Total China | 2,581,212 | |||||||
| HONG KONG—25.8% |
| ||||||
| BANKS—4.5% |
| ||||||
| 186,111 | HSBC Holdings PLC (a) | 1,456,371 | ||||||
| 8,971 | HSBC Holdings PLC, ADR | 350,497 | ||||||
| 1,806,868 | ||||||||
| DIVERSIFIED FINANCIAL SERVICES—0.5% |
| ||||||
| 7,700 | Hong Kong Exchanges and Clearing Ltd. (a) | 200,907 | ||||||
| FOOD & STAPLES RETAILING—1.4% |
| ||||||
| 81,900 | Dairy Farm International Holdings Ltd. (a) | 539,230 | ||||||
| INDUSTRIAL CONGLOMERATES—4.9% |
| ||||||
| 65,500 | Jardine Strategic Holdings Ltd. (a) | 1,971,586 | ||||||
| INSURANCE—4.0% |
| ||||||
| 269,000 | AIA Group Ltd. (a) | 1,575,506 | ||||||
| REAL ESTATE MANAGEMENT & DEVELOPMENT—8.1% |
| ||||||
| 442,000 | Hang Lung Properties Ltd. (a) | 1,082,632 | ||||||
| 992,500 | Swire Pacific Ltd., Class B (a) | 2,156,940 | ||||||
| 3,239,572 | ||||||||
| ROAD & RAIL—0.3% |
| ||||||
| 27,196 | MTR Corp. Ltd. (a) | 123,380 | ||||||
| SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT—0.6% |
| ||||||
| 33,200 | ASM Pacific Technology Ltd. (a) | 235,741 | ||||||
| TEXTILES, APPAREL & LUXURY GOODS—1.5% |
| ||||||
| 580,000 | Global Brands Group Holding Ltd. (a)(b) | 120,248 | ||||||
| 580,000 | Li & Fung Ltd. (a) | 470,931 | ||||||
| 591,179 | ||||||||
Total Hong Kong | 10,283,969 | |||||||
| INDIA—16.9% |
| ||||||
| AUTOMOBILES—1.6% |
| ||||||
| 16,300 | Hero MotoCorp Ltd. (a) | 643,860 | ||||||
| BANKS—2.1% |
| ||||||
| 198,530 | ICICI Bank Ltd. (a) | 839,028 | ||||||
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
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Portfolio of Investments (continued)
As of October 31, 2015
| Shares | Description | Value (US$) | ||||||
| LONG-TERM INVESTMENTS (continued) |
| ||||||
| COMMON STOCKS (continued) |
| ||||||
| INDIA (continued) |
| ||||||
| CONSTRUCTION MATERIALS—3.5% |
| ||||||
| 31,500 | UltraTech Cement Ltd. (a) | $ | 1,400,509 | |||||
| INFORMATION TECHNOLOGY SERVICES—3.1% |
| ||||||
| 71,124 | Infosys Ltd. (a) | 1,230,868 | ||||||
| THRIFTS & MORTGAGE FINANCE—4.2% |
| ||||||
| 87,508 | Housing Development Finance Corp. Ltd. (a) | 1,675,398 | ||||||
| TOBACCO—2.4% |
| ||||||
| 184,500 | ITC Ltd. (a) | 942,009 | ||||||
Total India | 6,731,672 | |||||||
| INDONESIA—1.7% |
| ||||||
| AUTOMOBILES—0.2% |
| ||||||
| 175,000 | Astra International Tbk PT (a) | 75,229 | ||||||
| BANKS —0.3% |
| ||||||
| 158,900 | Bank Central Asia Tbk PT (a) | 149,275 | ||||||
| HOUSEHOLD PRODUCTS—1.2% |
| ||||||
| 176,000 | Unilever Indonesia Tbk PT (a) | 474,298 | ||||||
| 698,802 | ||||||||
| MALAYSIA—2.9% |
| ||||||
| BANKS—1.9% |
| ||||||
| 357,223 | CIMB Group Holdings Bhd (a) | 382,697 | ||||||
| 85,200 | Public Bank Bhd (a) | 358,198 | ||||||
| 740,895 | ||||||||
| TOBACCO—1.0% |
| ||||||
| 28,700 | British American Tobacco Bhd (a) | 412,466 | ||||||
Total Malaysia | 1,153,361 | |||||||
| PHILIPPINES—3.5% |
| ||||||
| BANKS—1.9% |
| ||||||
| 410,428 | Bank of Philippine Islands (a) | 740,421 | ||||||
| REAL ESTATE MANAGEMENT & DEVELOPMENT—1.6% |
| ||||||
| 840,000 | Ayala Land, Inc. (a) | 641,509 | ||||||
Total Philippines | 1,381,930 | |||||||
| REPUBLIC OF SOUTH KOREA—2.9% |
| ||||||
| FOOD & STAPLES RETAILING—1.0% |
| ||||||
| 2,180 | E-Mart Co. Ltd. (a) | 405,538 | ||||||
| TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS—1.9% |
| ||||||
| 613 | Samsung Electronics Co. Ltd. (a) | 735,248 | ||||||
Total Republic of South Korea | 1,140,786 | |||||||
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
9
Portfolio of Investments (continued)
As of October 31, 2015
| Shares | Description | Value (US$) | ||||||
| LONG-TERM INVESTMENTS (continued) |
| ||||||
| COMMON STOCKS (continued) |
| ||||||
| SINGAPORE—20.2% |
| ||||||
| AEROSPACE & DEFENSE—2.9% |
| ||||||
| 485,000 | Singapore Technologies Engineering Ltd. (a) | $ | 1,143,134 | |||||
| BANKS—8.8% |
| ||||||
| 46,289 | DBS Group Holdings Ltd. (a) | 569,125 | ||||||
| 304,015 | Oversea-Chinese Banking Corp. Ltd. (a) | 1,954,164 | ||||||
| 68,715 | United Overseas Bank Ltd. (a) | 997,795 | ||||||
| 3,521,084 | ||||||||
| DIVERSIFIED TELECOMMUNICATION SERVICES—3.4% |
| ||||||
| 476,000 | Singapore Telecommunications Ltd. (a) | 1,352,436 | ||||||
| INDUSTRIAL CONGLOMERATES—2.0% |
| ||||||
| 162,300 | Keppel Corp. Ltd. (a) | 816,969 | ||||||
| REAL ESTATE INVESTMENT TRUST (REIT)—0.1% |
| ||||||
| 33,684 | Keppel REIT (a) | 23,183 | ||||||
| REAL ESTATE MANAGEMENT & DEVELOPMENT—3.0% |
| ||||||
| 216,000 | City Developments Ltd. (a) | 1,222,411 | ||||||
Total Singapore | 8,079,217 | |||||||
| TAIWAN—6.6% |
| ||||||
| SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT—4.2% |
| ||||||
| 395,583 | Taiwan Semiconductor Manufacturing Co. Ltd. (a) | 1,666,854 | ||||||
| WIRELESS TELECOMMUNICATION SERVICES—2.4% |
| ||||||
| 305,000 | Taiwan Mobile Co. Ltd. (a) | 960,160 | ||||||
Total Taiwan | 2,627,014 | |||||||
| THAILAND—3.9% |
| ||||||
| CONSTRUCTION MATERIALS—3.2% |
| ||||||
| 102,200 | Siam Cement PCL, Foreign Shares (a) | 1,297,792 | ||||||
| OIL, GAS & CONSUMABLE FUELS—0.7% |
| ||||||
| 133,500 | PTT Exploration & Production PCL, Foreign Shares (a) | 274,601 | ||||||
Total Thailand | 1,572,393 | |||||||
| UNITED KINGDOM—2.5% |
| ||||||
| BANKS—2.5% |
| ||||||
| 90,268 | Standard Chartered PLC (a) | 1,002,032 | ||||||
| UNITED STATES—1.2% |
| ||||||
| HOTELS, RESTAURANTS & LEISURE—1.2% |
| ||||||
| 6,900 | Yum! Brands, Inc. | 489,279 | ||||||
TOTAL COMMON STOCKS | 37,741,667 | |||||||
| PREFERRED STOCKS—4.3% |
| ||||||
| REPUBLIC OF SOUTH KOREA—4.3% |
| ||||||
| 1,655 | Samsung Electronics Co. Ltd., Preferred Shares (a) | 1,728,614 | ||||||
Total Preferred Stocks | 1,728,614 | |||||||
Total Long-Term Investments—98.9% (cost $36,318,021) | 39,470,281 | |||||||
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
10
Portfolio of Investments (concluded)
As of October 31, 2015
| Par Amount | Description | Value | ||||||
| SHORT-TERM INVESTMENT—0.6% |
| ||||||
| $247,000 | Repurchase Agreement, Fixed Income Clearing Corp., 0.00% dated 10/30/2015, due 11/02/2015 repurchase price $247,000 collateralized by U.S.Treasury Note, maturing 11/15/2024; total market value of $253,088 | $ | 247,000 | |||||
Total Short-Term Investment—0.6% (cost $247,000) | 247,000 | |||||||
Total Investments—99.5% (cost $36,565,021) (c) | 39,717,281 | |||||||
Other Assets in Excess of Liabilities—0.5% | 188,972 | |||||||
Net Assets—100.0% | $ | 39,906,253 | ||||||
| (a) | Fair Valued Security. Fair Values are determined pursuant to procedures approved by the Fund’s Board of Directors. See Note 2(a) of the accompanying Notes to Financial Statements. |
| (b) | Non-income producing security. |
| (c) | See accompanying Notes to Financial Statements for tax unrealized appreciation/depreciation of securities. |
ADR—American Depositary Receipt
REIT—Real Estate Investment Trust
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
11
Statement of Assets and Liabilities
As of October 31, 2015
Assets | ||||
Investments, at value (cost $36,318,021) | $ | 39,470,281 | ||
Repurchase agreement, at value (cost $247,000) | 247,000 | |||
Foreign currency, at value (cost $442,350) | 438,892 | |||
Cash | 378 | |||
Dividends receivable | 26,644 | |||
Prepaid expenses and other assets | 66,241 | |||
Total assets | 40,249,436 | |||
Liabilities | ||||
Deferred foreign capital gains tax | 140,186 | |||
Audit and tax services | 54,119 | |||
Investment management fees payable (Note 3) | 38,007 | |||
Legal fees and expenses | 34,538 | |||
Payable for investments purchased | 26,342 | |||
Director fees payable | 7,000 | |||
Administration fee payable (Note 3) | 2,695 | |||
Investor relations fees payable (Note 3) | 2,114 | |||
Accrued expenses | 38,182 | |||
Total liabilities | 343,183 | |||
Net Assets | $ | 39,906,253 | ||
Net Assets Consist of: | ||||
Capital Stock, $0.001 par value (Note 5) | $ | 3,497 | ||
Paid-in capital | 35,792,108 | |||
Accumulated net investment income | 255,923 | |||
Accumulated net realized gain from investments and foreign currency transactions | 846,110 | |||
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies | 3,008,615 | |||
Net Assets | $ | 39,906,253 | ||
Net asset value per share based on 3,496,647 shares issued and outstanding | $ | 11.41 | ||
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
12
Statement of Operations
For the Year Ended October 31, 2015
Net Investment Income | ||||
Income | ||||
Dividends (net of foreign withholding taxes of $53,153) | $ | 1,172,199 | ||
| 1,172,199 | ||||
Expenses | ||||
Investment management fee (Note 3) | 443,056 | |||
Legal fees and expenses | 127,741 | |||
Independent auditors’ fees and expenses | 85,904 | |||
Insurance expense | 62,323 | |||
Investor relations expenses (Note 3) | 50,717 | |||
Reports to stockholders and proxy solicitation | 47,824 | |||
Directors’ fees | 47,083 | |||
Administration fee (Note 3) | 42,868 | |||
Custodian’s fees and expenses | 31,084 | |||
Transfer agent’s fees and expenses | 20,601 | |||
PA franchise tax expense | | 3,235 | | |
Miscellaneous | 49,271 | |||
Total operating expenses before reimbursed/waived expenses | 1,011,707 | |||
Less: Investor relations fee waiver (Note 3) | (23,505 | ) | ||
Less: Expenses waived (Note 3) | (85,630 | ) | ||
Net expenses | 902,572 | |||
Net investment income | 269,627 | |||
Net Realized and Unrealized Gains/(Losses) on Investments and Foreign Currency Related Transactions | ||||
Net realized gain/(loss) from: | ||||
Investment transactions (including $0 capital gains tax) | 956,525 | |||
Foreign currency transactions | (13,393 | ) | ||
| 943,132 | ||||
Net change in unrealized appreciation/(depreciation) on: | ||||
Investments (including $140,186 change in deferred capital gains tax) | (6,799,877 | ) | ||
Foreign currency translation | (3,312 | ) | ||
| (6,803,189 | ) | |||
Net realized and unrealized (loss) from investments and foreign currency translation | (5,860,057 | ) | ||
Net Decrease in Net Assets Resulting from Operations | $ | (5,590,430 | ) | |
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
13
Statements of Change in Net Assets
| For the Year Ended October 31, 2015 | For the Year Ended October 31, 2014 | |||||||
Increase/(Decrease) in Net Assets | ||||||||
Operations: | ||||||||
Net investment income | $ | 269,627 | $ | 167,335 | ||||
Net realized gain from investments and foreign currency transactions | 943,132 | 1,501,218 | ||||||
Net change in unrealized appreciation/(depreciation) on investments and translation of assets and liabilities denominated in foreign currencies | (6,803,189 | ) | (560,126 | ) | ||||
Net increase/(decrease) in net assets resulting from operations | (5,590,430 | ) | 1,108,427 | |||||
Distributions to Stockholders from: | ||||||||
Net investment income | (164,933 | ) | (280,941 | ) | ||||
Net realized gains | (1,503,413 | ) | (807,582 | ) | ||||
Net decrease in net assets from distributions | (1,668,346 | ) | (1,088,523 | ) | ||||
Capital Share Transactions: | ||||||||
Cost of shares repurchased under repurchase offer (0 and 189,467 shares, net of repurchase fee of $0 and $45,661, including expenses of $0 and $45,710, respectively) | — | (2,286,915 | ) | |||||
Repurchase of shares under open market repurchase policy (41,567 and 61,651, respectively) (Note 7) | (470,875 | ) | (745,191 | ) | ||||
Change in net assets from capital transactions | (470,875 | ) | (3,032,106 | ) | ||||
Change in net assets resulting from operations | (7,729,651 | ) | (3,012,202 | ) | ||||
Net Assets: | ||||||||
Beginning of year | 47,635,904 | 50,648,106 | ||||||
End of year (including accumulated net investment income of $255,923 and $164,622, respectively) | $ | 39,906,253 | $ | 47,635,904 | ||||
Amounts listed as “—” are $0 or round to $0.
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
14
Financial Highlights
| For the Fiscal Years Ended October 31, | ||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Per Share Operating Performance(a): | ||||||||||||||||||||
| Net asset value, beginning of year | $13.46 | $13.37 | $15.28 | $17.74 | $22.47 | |||||||||||||||
| Net investment income | 0.08 | 0.05 | 0.07 | 0.08 | – | |||||||||||||||
| Net realized and unrealized gain/(loss) on investments and foreign currency related transactions(b) | (1.68 | ) | 0.30 | 0.82 | 0.87 | (1.56 | ) | |||||||||||||
| Total from investment operations | (1.60 | ) | 0.35 | 0.89 | 0.95 | (1.56 | ) | |||||||||||||
| Dividends and distributions to shareholders: | ||||||||||||||||||||
| Net investment income | (0.05 | ) | (0.08 | ) | (0.02 | ) | – | (0.05 | ) | |||||||||||
| Net realized gains | (0.42 | ) | (0.21 | ) | (2.64 | ) | (3.16 | ) | (3.12 | ) | ||||||||||
| Total dividends and distributions to shareholders | (0.47 | ) | (0.29 | ) | (2.66 | ) | (3.16 | ) | (3.17 | ) | ||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Impact due to capital shares issued from stock distribution (Note 5) | – | – | (0.13 | ) | (0.24 | ) | – | |||||||||||||
| Impact due to capital shares tendered or repurchased (Note 6) | – | 0.01 | (0.01 | ) | (0.01 | ) | – | |||||||||||||
| Impact due to open market repurchase policy (Note 7) | 0.02 | 0.02 | – | – | – | |||||||||||||||
| Total capital share transactions | 0.02 | 0.03 | (0.14 | ) | (0.25 | ) | – | |||||||||||||
| Net asset value, end of year | $11.41 | $13.46 | $13.37 | $15.28 | $17.74 | |||||||||||||||
| Market value, end of year | $9.77 | $12.00 | $12.08 | $13.93 | $16.35 | |||||||||||||||
| Total Investment Return Based on(c): | ||||||||||||||||||||
| Market value | (15.18% | ) | 1.88% | 4.72% | 5.88% | (13.43% | ) | |||||||||||||
| Net asset value | (11.68% | ) | 3.25% | 5.66% | 7.04% | (8.87% | ) | |||||||||||||
| Ratio/Supplementary Data: | ||||||||||||||||||||
| Net assets, end of year (000 omitted) | $39,906 | $47,636 | $50,648 | $54,630 | $57,139 | |||||||||||||||
| Average net assets (000 omitted) | $44,306 | $47,380 | $51,801 | $52,504 | $67,947 | |||||||||||||||
| Net operating expenses, net of fee waivers | 2.04% | 2.33% | (d) | 2.06% | 2.11% | 2.36% | ||||||||||||||
| Net operating expenses, excluding fee waivers | 2.28% | 2.80% | 2.53% | 2.82% | 2.58% | |||||||||||||||
| Net investment income | 0.61% | 0.35% | 0.48% | 0.54% | 0.02% | |||||||||||||||
| Portfolio turnover | 5.16% | 10.06% | 1.24% | 83.20% | 41.69% | |||||||||||||||
| (a) | Based on average shares outstanding. |
| (b) | Net of deferred foreign withholding taxes of $0.02, $0.00, $0.01, $0.01, and $0.01 per share for the years ended October 31, 2015, October 31, 2014, October 31, 2013, October 31, 2012, and October 31, 2011, respectively. |
| (c) | Total investment return based on market value is calculated assuming that shares of the Fund’s common stock were purchased at the closing market price as of the beginning of the period, dividends, capital gains and other distributions were reinvested as provided for in the Fund’s dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Fund’s net asset value is substituted for the closing market value. |
| (d) | For the 2014 fiscal year, the Fund’s net expense ratio was affected by higher non-routine expenses that fall outside of the Expense Limitation Agreement (See Note 3 of the Notes to Financial Statements). |
Amounts listed as “–” are $0 or round to $0.
See Notes to Financial Statements.
The Asia Tigers Fund, Inc.
15
Notes to Financial Statements
October 31, 2015
1. 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 diversified closed-end 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.
Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. Dollars.
a. Security Valuation:
The Fund values its securities at current market value or fair value, consistent with regulatory requirements. “Fair value” is defined in the Fund’s valuation and liquidity procedures as the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants without a compulsion to contract at the measurement date.
Equity securities that are traded on an exchange are valued at the last quoted sale price on the principal exchange on which the security is traded at the “Valuation Time” subject to application, when appropriate, of the valuation factors described in the paragraph below. The Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time). In the absence of a sale price, the security is valued at the mean of the bid/ask price quoted at the close on the principal exchange on which the security is traded. Securities traded on NASDAQ are valued at the NASDAQ official closing price. Closed-end funds and exchange-traded funds (“ETFs”) are valued at the market price of the security at the Valuation Time. A security using any of these pricing methodologies is determined to be a Level 1 investment.
Foreign equity securities that are traded on foreign exchanges that close prior to the Valuation Time are valued by applying valuation factors to the last sale price or the mean price as noted above.
Valuation factors are provided by an independent pricing service provider. These valuation factors are used when pricing the Fund’s portfolio holdings to estimate market movements between the time foreign markets close and the time the Fund values such foreign securities. These valuation factors are based on inputs such as depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. When prices with the application of valuation factors are utilized, the value assigned to the foreign securities may not be the same as quoted or published prices of the securities on their primary markets. A security that applies a valuation factor is determined to be a Level 2 investment because the exchange-traded price has been adjusted. Valuation factors are not utilized if the independent pricing service provider is unable to provide a valuation factor or if the valuation factor falls below a predetermined threshold; in such case, the security is determined to be a Level 1 investment.
In the event that a security’s market quotations are not readily available or are deemed unreliable, the security is valued at fair value as determined by the Fund’s Pricing Committee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. A security that has been fair valued by the Pricing Committee may be classified as Level 2 or 3 depending on the nature of the inputs.
In accordance with the authoritative guidance on fair value measurements and disclosures under accounting principles generally accepted in the United States of America, (“GAAP”), the Fund discloses the fair value of its investments using a three-level hierarchy that classifies the inputs to valuation techniques used to measure the fair value. The hierarchy assigns Level 1 measurements to valuations based upon other significant observable inputs, including unadjusted quoted prices in active markets for identical assets, Level 2 measurements to valuations based upon other significant observable inputs, including adjusted quoted prices in active markets for identical assets, and Level 3 measurements to valuations based upon unobservable inputs that are significant to the valuation. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability, which are based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.
The Asia Tigers Fund, Inc.
16
Notes to Financial Statements (continued)
October 31, 2015
The three-level hierarchy of inputs is summarized below:
Level 1 – quoted prices in active markets for identical investments;
Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, and credit risk); or
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).
The following is a summary of the inputs used as of October 31, 2015 in valuing the Fund’s investments at fair value. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Refer to the Portfolio of Investments for a detailed breakout of the security types:
| Investments, at Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Long-Term Investments | ||||||||||||||||
Banks | $ | 350,497 | $ | 8,449,106 | $ | – | $ | 8,799,603 | ||||||||
Hotels, Restaurants & Leisure | 489,279 | – | – | 489,279 | ||||||||||||
Other | – | 30,181,399 | – | 30,181,399 | ||||||||||||
Short-Term Investment | – | 247,000 | – | 247,000 | ||||||||||||
Total | $ | 839,776 | $ | 38,877,505 | $ | – | $ | 39,717,281 | ||||||||
| Amounts | listed as “–” are $0 or round to $0. |
The Fund held no Level 3 securities at October 31, 2015.
For movements between the Levels within the fair value hierarchy, the Fund has adopted a policy of recognizing transfers at the end of each period. The utilization of valuation factors may result in transfers between Level 1 and Level 2. During the year ended October 31, 2015, the securities issued by Dairy Farm International Holdings Ltd., Global Brands Group Holding Ltd., Public Bank Bhd. and Taiwan Mobile Co. Ltd. in the amounts of $539,230, $120,248, $358,198 and $960,160, respectively, transferred from Level 1 to Level 2 because there was a valuation factor applied on October 31, 2015. For the fiscal year ended October 31, 2015, there were no significant changes to the fair valuation methodologies.
b. Repurchase Agreements:
The Fund may enter into repurchase agreements under the terms of a Master Repurchase Agreement. It is the Fund’s policy that its custodian/counterparty segregate the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. The repurchase price generally equals the price paid by the Fund plus interest negotiated on the basis of current short-term rates. To the extent that any repurchase transaction exceeds one business day, the collateral is valued on a daily basis to determine its adequacy. Under the Master Repurchase Agreement, if the counterparty defaults and the value of the collateral declines, or if bankruptcy proceedings are commenced with respect to the counterparty of the repurchase agreement, realization of the collateral by the Fund may be delayed or limited. Repurchase agreements are subject to contractual netting arrangements with the
counterparty, Fixed Income Clearing Corp. For additional information on the Fund’s repurchase agreement, see the Portfolio of Investments. The Fund held a repurchase agreement of $247,000 as of October 31, 2015. The value of the related collateral exceeded the value of the repurchase agreement at October 31, 2015.
c. Foreign Currency Translation:
Foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of the Valuation Time, as provided by an independent pricing service approved by the Board.
Foreign currency amounts are translated into U.S. Dollars on the following basis:
| (i) | market value of investment securities, other assets and liabilities – at the exchange rates at the current daily rates of exchange; and |
| (ii) | purchases and sales of investment securities, income and expenses – at the rate of exchange prevailing on the respective dates of such transactions. |
The Fund does not isolate that portion of gains and losses on investments in equity securities which is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities. Accordingly, realized and unrealized foreign currency gains and losses with respect to such securities are included in the reported net realized and unrealized gains and losses on investment transactions balances.
The Asia Tigers Fund, Inc.
17
Notes to Financial Statements (continued)
October 31, 2015
The Fund reports certain foreign currency related transactions and foreign taxes withheld on security transactions as components of realized gains for financial reporting purposes, whereas such foreign currency related transactions are treated as ordinary income for U.S. federal income tax purposes.
Net unrealized currency gains or losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation in value of investments, and translation of other assets and liabilities denominated in foreign currencies. Net realized foreign exchange gains or losses represent foreign exchange gains and losses from transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement date on security transactions, and the difference between the amounts of interest and dividends recorded on the Fund’s books and the U.S. Dollar equivalent of the amounts actually received.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar. Generally, when the U.S. Dollar rises in value against foreign currency, the Fund’s investments denominated in that foreign currency will lose value because the foreign currency is worth fewer U.S. Dollars; the opposite effect occurs if the U.S. Dollar falls in relative value.
d. Security Transactions, Investment Income and Expenses:
Security transactions are recorded on the trade date. Realized and unrealized gains/(losses) from security and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Interest income and expenses are recorded on an accrual basis.
e. Distributions:
On an annual basis, the Fund intends to distribute its net realized capital gains, if any, by way of a final distribution to be declared during the calendar quarter ending December 31. Dividends and distributions to stockholders are recorded on the ex-dividend date.
Dividends and distributions to stockholders are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to foreign currency losses and investments in passive foreign investment companies.
f. Federal Income Taxes:
The Fund intends to continue to qualify as a “regulated investment company” by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code of 1986, as amended, and to make distributions of net investment income and net realized capital gains sufficient to relieve the Fund from all, or substantially all, federal income taxes. Therefore, no federal income tax provision is required.
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the four fiscal years up to the most recent fiscal year ended October 31 are subject to such review.
g. Foreign Withholding Tax
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. income tax treaties with some of these countries. The Fund accrues such taxes when the related income is earned.
In addition, when the Fund sells securities within certain countries in which it invests, the capital gains realized may be subject to tax. Based on these market requirements and as required under GAAP, the Fund accrues deferred capital gains tax on securities currently held that have unrealized appreciation within these countries. The amount of deferred capital gains tax accrued is reported on the Statement of Operations as part of the Net Change in Unrealized Appreciation/Depreciation on Investments.
3. Agreements and Transactions with Affiliates
(a) Investment Manager
Aberdeen Asset Management Asia Limited (“AAMAL”) serves as the Fund’s investment manager with respect to all investments. For its services, AAMAL receives fees at an annual rate of: (i) 1.00% for the first $500 million of the Fund’s average weekly Managed Assets; (ii) 0.95% for the next $500 million of the Fund’s average weekly Managed Assets; and (iii) 0.90% of the Fund’s average weekly Managed Assets in excess of $1 billion. Managed Assets is defined in the investment management agreement as net assets plus the amount of any borrowings for investment purposes. For the year ended October 31, 2015, AAMAL earned a gross management fee of $443,056.
The Asia Tigers Fund, Inc.
18
Notes to Financial Statements (continued)
October 31, 2015
AAMAL entered into a written contract (“Expense Limitation Agreement”) with the Fund that is effective through December 19, 2015 (see Note 11). The Expense Limitation Agreement limits the total ordinary operating expenses of the Fund (excluding any interest, taxes, brokerage fees, short sale dividend and interest expenses and non-routine expenses) from exceeding 2.00% of the average weekly Managed Assets of the Fund on an annualized basis. Through October 31, 2015, AAMAL waived and assumed a total of $85,630 attributable to its management fee and Fund expenses, including, among others, AAMI’s investor relations services, as described below.
(b) Fund Administration:
Aberdeen Asset Management Inc. (“AAMI”), an affiliate of AAMAL, serves as the Fund’s administrator, pursuant to an agreement effective December 19, 2014 under which AAMI received a fee payable monthly by the Fund at an annual rate of 0.08% of the value of the Fund’s average monthly net assets. Prior to December 19, 2014 AAMI received a fee payable monthly by the Fund at an annual rate of 0.20% of the value of the Fund’s average monthly net assets for the first $1.5 billion of the Fund’s average monthly net assets and 0.15% of the value of the Fund’s average monthly net assets in excess of $1.5 billion of the Fund’s average monthly net assets. For the year ended October 31, 2015, the Fund paid a total of $42,868 in administrative fees to AAMI.
(c) Investor Relations:
Under the terms of the Investor Relations Services Agreement, AAMI provides investor relations services to the Fund and certain other funds advised by AAMAL or its affiliates.
Pursuant to the terms of the Investor Relations Services Agreement, AAMI provides, among other things, objective and timely information to shareholders based on publicly-available information; provides information efficiently through the use of technology while offering shareholders immediate access to knowledgeable investor relations representatives; develops and maintains effective communications with investment professionals from a wide variety of firms; creates and maintains investor relations communication materials such as fund manager interviews, films and webcasts, published white papers, magazine articles and other relevant materials discussing the Fund’s investment results, portfolio positioning and outlook; develops and maintains effective communications with large institutional shareholders; responds to specific shareholder questions; and reports activities and results to the Board and management detailing insight into general shareholder sentiment.
Effective January 1, 2015, these investor relations services fees are capped at an annual rate of 0.05% of the Fund’s average weekly net
assets. During the year ended October 31, 2015, the Fund incurred investor relations fees of approximately $50,460 of which AAMI waived $23,505 for investor relations services. Investor relations fees and expenses in the Statement of Operations include certain out-of-pocket expenses.
4. Investment Transactions
Purchases and sales of investment securities (excluding short-term securities) for the fiscal year ended October 31, 2015, were $2,243,529 and $3,834,476, respectively.
5. Capital
The authorized capital of the Fund is 100,000,000 shares of $0.001 par value common stock. During the fiscal year ended October 31, 2015, the Fund repurchased 41,567 shares under its target discount policy (see Note 7). As of October 31, 2015, there were 3,496,647 shares of common stock issued and outstanding.
6. Semi-Annual Repurchase Offers:
At a Special Meeting of Stockholders on April 4, 2014, stockholders of the Fund voted to eliminate the Fund’s interval fund structure, effective that day. However, the Fund maintains a targeted discount policy whereby the Fund intends to buy back shares of common stock in the open market at times when the Fund’s shares trade at a discount of 10% or more to NAV and when management reasonably believes that such repurchases may enhance shareholder value (see Note 7).
Prior to the elimination of the interval fund structure, the Fund made semi-annual repurchase offers pursuant to fundamental policies adopted under Rule 23c-3 under the Investment Company Act of 1940. The repurchases were made at net asset value (less a 2% repurchase fee) to all stockholders in amounts permitted to be between 5% and 25% of the Fund’s then outstanding shares, as established by the Board.
7. Targeted Discount Policy
The Fund’s targeted discount policy seeks to manage the Fund’s discount by buying back shares of common stock in the open market at times when the Fund’s shares trade at a discount of 10% or more to NAV. The Board may potentially consider, although it is not obligated to, other actions that, in its judgment may be effective to address the discount. The targeted discount policy, which became effective upon the elimination of the Fund’s interval structure, extended the Fund’s prior open market repurchase policy. During the year ended October 31, 2015, the Fund repurchased 41,567 shares under the open market repurchase policy.
The Asia Tigers Fund, Inc.
19
Notes to Financial Statements (continued)
October 31, 2015
8. Portfolio Investment Risks
a. Risks Associated with Foreign Securities and Currencies:
Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include, among others, future political and economic developments, and the possible imposition of exchange controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is the possibility of expropriation of assets, confiscatory taxation, and political or social instability or diplomatic developments, which could adversely affect investments in those countries.
Certain countries also may impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers of industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries. Foreign securities may also be harder to price than U.S. securities.
Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad. Amounts repatriated prior to the end of specified periods may be subject to taxes as imposed by a foreign country.
b. Risks Associated with Asian Markets:
The Asian securities markets are, among other things, 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.
9. Contingencies
In the normal course of business, the Fund may provide general indemnifications pursuant to certain contracts and organizational documents. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund, and therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
10. Tax Information
The U.S. federal income tax basis of the Fund’s investments and the net unrealized appreciation as of October 31, 2015 were as follows:
| Tax Basis of Investments | Appreciation | Depreciation | Net Unrealized Appreciation | |||||||||||
| $36,677,375 | $ | 7,076,428 | $ | (4,036,522 | ) | $ | 3,039,906 | |||||||
Income and capital gains distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. The tax character of distributions paid during the fiscal years ended October 31, 2015 and October 31, 2014 was as follows:
| October 31, 2015 | October 31, 2014 | |||||||
Distributions paid from: | ||||||||
Ordinary Income | $ | 164,933 | $ | 280,941 | ||||
Net long-term capital gains | 1,503,413 | 807,582 | ||||||
Total tax character of distributions | $ | 1,668,346 | $ | 1,088,523 | ||||
As of October 31, 2015, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income – net | $ | 369,765 | ||
Undistributed long-term capital gains – net | 844,622 | |||
Total undistributed earnings | $ | 1,214,387 | ||
Capital loss carryforward | – | |||
Other currency gains | – | |||
Other temporary differences | – | |||
Unrealized appreciation/(depreciation) | 2,896,261 | * | ||
Total accumulated earnings/(losses) – net | $ | 4,110,648 |
The Asia Tigers Fund, Inc.
20
Notes to Financial Statements (concluded)
October 31, 2015
* The tax basis of components of distributable earnings differs from the amounts reflected in the Statement of Assets and Liabilities due to temporary book/tax differences. These differences are primarily due to timing differences due to wash sales.
GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the table below details the necessary reclassifications, which are a result of permanent differences primarily attributable to foreign currency losses. These reclassifications have no effect on net assets or net asset values per share.
Accumulated Net Investment | Accumulated Net Realized Loss from Investments and Foreign Currency Transactions | |||
(13,393) | 13,393 | |||
11. Subsequent Events
Management has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no disclosures and/or adjustments were required to the financial statements as of October 31, 2015.
On October 27, 2015, the Board approved to continue the Expense Limitation Agreement effective December 19, 2015.
On December 18, 2015, the Fund announced that it will pay on January 12, 2016 a distribution of $0.1926 per share to all stockholders on record as of December 31, 2015.
The Asia Tigers Fund, Inc.
21
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
The Asia Tigers Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Asia Tigers Fund, Inc. (the “Fund”) at October 31, 2015, 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, 2015 by correspondence with the custodian, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 23, 2015
The Asia Tigers Fund, Inc.
22
Federal Tax Information: Dividends and Distributions (unaudited)
The following information is provided with respect to the distributions paid by The Asia Tigers Fund, Inc. during the fiscal year ended October 31, 2015:
| Payable Date | Total Cash Distribution | Long-Term Capital Gain | Tax Return of Capital | Net Ordinary Dividend | Foreign Taxes Paid(1) | Gross Ordinary Dividend | Qualified Dividends(2) | Foreign Source Income | ||||||||||||||||||||||||
| 1/12/15 | 0.472080 | 0.425410 | 0.000000 | 0.046670 | 0.01176 | 0.05843 | 0.046670 | 0.04641 | ||||||||||||||||||||||||
| (1) | The foreign taxes paid represent taxes incurred by the Fund on interest received from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax advisor regarding the appropriate treatment of foreign taxes paid. |
| (2) | The Fund hereby designates the amount indicated above or the maximum amount allowable by law. |
Supplemental Information (unaudited)
Approval of Investment Advisory Agreement
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of The Asia Tigers Fund, Inc. (the “Fund”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the Fund’s investment advisory agreement (the “Agreement”) with the Fund’s investment adviser, Aberdeen Asset Management Asia Limited (the “Adviser”), a wholly-owned subsidiary of Aberdeen Asset Management PLC (“Aberdeen”). The Agreement was first approved by the Board and the Fund’s stockholders in 2011, and the Adviser has provided the investment advisory and other services contemplated by the Agreement since December 19, 2011 (the “Aberdeen Assumption Date”). At a meeting (the “Contract Renewal Meeting”) held in person on October 28, 2015, the Board, including the Independent Directors, considered and approved the continuation of the Agreement for an additional one-year term. To assist in its consideration of the renewal of the Agreement, the Board requested, received and considered a variety of information (together with other information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Adviser, as well as the investment advisory arrangements for the Fund and one other closed-end fund in the same complex under the Board’s supervision (the “Other Aberdeen Fund”), certain portions of which are discussed below. The presentation made by the Adviser to the Board at the Contract Renewal Meeting in connection with its evaluation of the Agreement encompassed the Fund and the Other Aberdeen Fund. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the services rendered by the Adviser
to the Fund. The Board’s evaluation took into account the information received since the Fund’s inception, including the period since the Aberdeen Assumption Date, and also reflected the knowledge and familiarity gained as members of the Board with respect to the investment advisory and other services provided to the Fund by the Adviser under the Agreement.
Board Approval of the Agreement
In its deliberations regarding renewal of the Agreement, the Board, including the Independent Directors, considered various factors, including those set forth below.
Nature, Extent and Quality of the Services Provided to the Fund under the Agreement
The Board received and considered Contract Renewal Information regarding the nature, extent and quality of services provided to the Fund by the Adviser under the Agreement during the past year. The Board also reviewed Contract Renewal Information regarding the Fund’s compliance program established and conducted under the 1940 Act.
The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Adviser and its affiliates, the Contract Renewal Information and the Board’s discussions with the Adviser at the Contract Renewal Meeting, the general reputation and investment performance records of the Adviser and its affiliates and the financial resources of Aberdeen available to support its activities in respect of the Fund and the Other Aberdeen Fund.
The Asia Tigers Fund, Inc.
23
Supplemental Information (unaudited) (continued)
The Board considered the responsibilities of the Adviser under the Agreement, including the Adviser’s coordination and oversight of the services provided to the Fund by other affiliated and unaffiliated parties.
In reaching its determinations regarding continuation of the Agreement, the Board took into account that the Fund’s stockholders, in pursuing their investment goals and objectives, likely considered the reputation and the investment style, philosophy and strategy of the Adviser, as well as the resources available to the Adviser, in purchasing their shares.
The Board concluded that, overall, the nature, extent and quality of the investment advisory and other services provided to the Fund under the Agreement have been of high quality.
Fund Performance
The Board received and considered performance information and analyses for the Fund, as well as for a group of funds identified by the Adviser as comparable to the Fund regardless of asset size (the “Performance Peer Group”), prepared by Strategic Insight, an independent provider of investment company data (such information being hereinafter referred to as the “Strategic Insight Performance Information”) as part of the Contract Renewal Information. The Performance Peer Group consisted of three funds, including the Fund, for each of the 1-, 3- and 5-year periods ended June 30, 2015 and two funds for the 10-year period ended such date. The Board noted that it had received and discussed information with the Adviser at periodic intervals throughout the year comparing the Fund’s performance against its benchmark and its peer funds.
The Strategic Insight Performance Information comparing the Fund’s performance (annualized net total return) to that of the Performance Peer Group based on net asset value per share showed, among other things, that the Fund’s performance for each of the 1-, 3- and 10-year periods ended June 30, 2015 was ranked second among the funds in the Performance Peer Group for that period (in these rankings, first is best). The Strategic Insight Performance Information showed further that the Fund’s performance for the 5-year period ended June 30, 2015 was ranked third among the Performance Peer Group funds for that period. In each case, the Fund’s performance was worse than the average performance of the Performance Peer Group funds. The Fund’s performance since the Aberdeen Assumption Date reflects, in part, the impact of cash held by the Fund during orderly repositioning of the Fund’s portfolio following the Aberdeen Assumption Date to reflect the Adviser’s investment strategies and philosophy. The Board noted that the small number and varying types and sizes of funds in the Performance Peer Group made meaningful performance comparisons difficult. The Board noted further that the small size of the Fund and the impact of the
Fund’s former interval structure, which was ended April 4, 2014, constrained the ability of the Adviser to carry out the Fund’s investment program and that the Fund’s small size continues to serve as a constraint. In addition to the Fund’s performance relative to the Performance Peer Group, the Board considered the Fund’s performance relative to its benchmark and in absolute terms. The Contract Renewal Information showed that the Fund underperformed its benchmark in each of the 1-, 3-, 5- and 10-year periods ended June 30, 2015. The Board considered that the Fund’s performance record for the 5- and 10-year periods was achieved, in part, by a predecessor investment adviser to the Fund and did not give significant weight to performance information relating to periods prior to the Aberdeen Assumption Date.
Based on its review of performance and on other relevant factors, including those described above, the Board concluded that, under the circumstances, the Fund’s performance supported continuation of the Agreement for an additional period of one year.
Management Fees and Expenses
The Board reviewed and considered the investment advisory fee (the “Advisory Fee”) payable under the Agreement by the Fund to the Adviser in light of the nature, extent and overall high quality of the investment advisory and other services provided by the Adviser to the Fund.
Additionally, the Board received and considered information and analyses (the “Strategic Insight Expense Information”) prepared by Strategic Insight, comparing the Advisory Fee and the Fund’s overall expenses with those of funds in an expense group (the “Expense Group”) selected and provided by Strategic Insight as part of the Contract Renewal Information. The comparison was based upon the constituent funds’ latest fiscal years. The Expense Group consisted of the Fund, two other closed-end Pacific/Asia ex-Japan equity funds, six closed-end China region funds, two closed-end India equity funds, one closed-end diversified Pacific/Asia fund, and five miscellaneous regional funds, as classified by Strategic Insight. The Expense Group funds had portfolio assets ranging from the Fund’s $46 million to $1.003 billion. The Strategic Insight Expense Information, comparing the Fund’s actual total expenses to the Expense Group, showed, among other things, that the Fund’s contractual management fee, which consists of the gross advisory fee and gross administrative fee, ranked eleventh of the seventeen funds in the Expense Group (in these rankings, first is best) and was worse than the Expense Group median for that expense component, and that the Fund’s net management fee (i.e., giving effect to any voluntary fee waivers to the advisory fee and administration fee implemented by the Adviser and by the managers of the other Expense Group funds), ranked fourth of the seventeen funds in the Expense Group and was better
The Asia Tigers Fund, Inc.
24
Supplemental Information (unaudited) (concluded)
(i.e., lower) than the Expense Group median. The Strategic Insight Expense Information showed that after all fee waivers, the Fund’s total expense ratio ranked seventeenth among the seventeen funds in the Expense Group and was worse than the Expense Group median. The Board noted both that the Fund was the smallest in the Expense Group and that the small number and varying types and sizes of funds in the Expense Group made meaningful expense comparisons difficult.
The Board also reviewed Contract Renewal Information regarding fees charged by the Adviser to other U.S. clients, including registered investment companies with differing mandates, and to institutional and separate accounts (collectively, “institutional accounts”). Among other things, the Board considered: (i) that the Fund is subject to heightened regulatory requirements relative to institutional accounts; (ii) that the Fund is provided with office facilities and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers); and (iii) that the Adviser coordinates and oversees the provision of services to the Fund by other fund service providers. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients and funds.
Taking all of the above into consideration, the Board determined that the Advisory Fee was reasonable in light of the nature, extent and overall quality of the investment advisory and other services provided to the Fund under the Agreement. The Board considered that the Fund and the Adviser entered into an expense limitation agreement (the “Expense Limitation Agreement”), dated December 19, 2011, which was scheduled to expire on December 18, 2015 but was extended by the Adviser for an additional year. The Board also considered the advice of the Adviser at the Contract Renewal Meeting that it had reduced the Fund’s administration fee from 0.20% to 0.08% effective December 18, 2014.
Profitability
The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Adviser and its affiliates in providing services to the Fund for the past year and since the Aberdeen Assumption Date. In addition, the Board received the Adviser’s revenue and cost allocation methodologies used in preparing such profitability data. The profitability analysis, among other things, indicated that profitability to the Adviser in providing investment advisory and other services to the Fund was at a level which was not considered excessive by the Board in light of judicial guidance and the nature, extent and overall high quality of such services. The Board also considered that the Expense Limitation Agreement, which was scheduled to expire on December 18, 2015
but has been extended by the Adviser for an additional year, has reduced the Adviser’s profitability and that the aforementioned reduction in the administrative fee by the Adviser also would operate to reduce the Adviser’s profitability.
Economies of Scale
The Board received and discussed Contract Renewal Information concerning whether the Adviser would realize economies of scale if the Fund’s assets grow. The Board noted that because the Fund is a closed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets generally will occur through appreciation in the value of the Fund’s investment portfolio, rather than sales of additional shares in the Fund. The Board considered that the Fund’s interval structure until it ended operated to reduce Fund assets since the Aberdeen Assumption Date. The Board determined that the Advisory Fee structure was appropriate under present circumstances.
Other Benefits to the Adviser
The Board considered other benefits received by the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund, including fees for administration and investor relation services, and did not regard such benefits as excessive.
* * * * *
In light of all of the foregoing and other relevant factors, the Board determined that, under the circumstances, continuation of the Agreement would be in the best interests of the Fund and its stockholders and unanimously voted to continue the Agreement for a period of one additional year.
No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of the Agreement for the next year, and each Board member attributed different weights to the various factors. The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meeting, the Board received a memorandum prepared by counsel to the Fund discussing its responsibilities in connection with the proposed continuation of the Agreement as part of the Contract Renewal Information and the Independent Directors separately received a memorandum discussing such responsibilities from their independent counsel. Prior to voting, the Independent Directors discussed the proposed continuation of the Agreement in a private session with their independent legal counsel at which no representatives of the Adviser were present.
The Asia Tigers Fund, Inc.
25
Dividend Reinvestment and Cash Purchase Plan (unaudited)
The Fund intends to distribute annually to stockholders 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-term and short-term capital gains net of expenses.
Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), stockholders whose shares of Common Stock are registered in their own names will be deemed to have elected to have all distributions automatically reinvested by Computershare Trust Company N.A. (“Plan Agent”) in the Fund shares pursuant to the Plan, unless such stockholders elect to receive distributions in cash. Stockholders who elect to receive distributions in cash will receive such distributions paid by check in U.S. Dollars mailed directly to the stockholder by the Plan Agent, as dividend paying agent. In the case of stockholders 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 stockholders as representing the total amount registered in such stockholders’ names and held for the account of beneficial owners that have not elected to receive distributions in cash. Investors who 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 stockholders 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 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 stockholders 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, 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, 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 Asia Tigers Fund, Inc.
26
Dividend Reinvestment and Cash Purchase Plan (unaudited) (concluded)
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.
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 Computershare, P.O. Box 30170, College Station, TX 77842-3170.
The Asia Tigers Fund, Inc.
27
Management of the Fund (unaudited)
The names of the Directors and Officers of the Fund, their addresses, years of birth, and principal occupations during the past five years are provided in the tables below. Directors that are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund, the Investment Manager or Investment Adviser are included in the table below under the heading “Interested Directors.” Directors who are not interested persons, as described above, are referred to in the table below under the heading “Independent Directors.”
Board of Directors Information
| Name, Address and Year of Birth | Position(s) Held With the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex* Overseen by Director | Other Directorships Held by Director | |||||
Independent Directors | ||||||||||
Jeswald W. Salacuse c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1938 | Chairman of the Board of Directors, Nominating Committee, Valuation Committee and Audit Committee | Since 1993; Current term ends at the 2018 Annual Meeting | Mr. Salacuse has been the Henry J. Braker Professor of Commercial Law at The Fletcher School of Law & Diplomacy, Tufts University, since 1986. He has also served as International Arbitrator, Arbitration Tribunal, ICSID, World Bank since 2004. | 2 | Former Director of 30 registered investment companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. | |||||
Leslie H. Gelb c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1937 | Director, Audit Committee and Nominating Committee Member | Since 1994; Current term ends at the 2017 Annual Meeting | Mr. Gelb has been the President Emeritus of The Council on Foreign Relations since 2003. Previously, he was a Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, of The New York Times, as well as a senior official in the departments of State and Defense. | 2 | Director of 31 Registered Investment Companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. | |||||
J. Marc Hardy c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1954 | Member of Audit and Nominating Committees | Since 2015; Current term ends at the 2016 Annual Meeting | Mr. Hardy is a qualified stockbroker and has been providing investment advice to pension and investment funds for many years through Axys Capital Management. Since October 2010, he is the investment manager of NMHGSF, a large pension fund, and acts as Treasurer to a large group where he uses extensively derivatives products to manage foreign exchange risk and improve profitability. Mr. Hardy has served as a member of the Board Investment Committee of Mauritius Union Group since January 2012, and is a member of several investment committees for highly reputable institutions. | 2 | Director of SBM Perpetual Fund, SBM India Fund, Hanover Reinsurance Ltd, and MDA Properties Ltd of the ENL Group. | |||||
Luis Rubio c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1955 | Director, Audit Committee and Nominating Committee Member | Since 1999; Current term ends at the 2017 Annual Meeting | Mr. Rubio has been the Chairman of Centro de Investigacion para el Desarrollo, A.C. (Center of Research for Development) since 2000. He is also a frequent contributor of op-ed pieces to The Wall Street Journal. | 2 | Director of one registered investment company advised by Advantage Advisers L.L.C. or its affiliates. | |||||
The Asia Tigers Fund, Inc.
28
Management of the Fund (unaudited) (continued)
| Name, Address and Year of Birth | Position(s) Held With the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex* Overseen by Director | Other Directorships Held by Director | |||||
Interested Directors | ||||||||||
Martin J. Gilbert** Aberdeen Asset Management PLC 10 Queen’s Terrace Aberdeen, Scotland AB10 1YG
Year of Birth:1955 | Director | Since 2012; Current term ends at the 2018 Annual Meeting | Mr. Gilbert is a founding director and shareholder, and Chief Executive of Aberdeen Asset Management PLC, the holding company of the fund management group that was established in 1983. Director (1991- present), Aberdeen Asset Management Asia Limited; and Director (2000- present), Aberdeen Asset Management Limited. He has been a Director since 1995, and has been President since September 2006 of Aberdeen Asset Management Inc. | 27 | Member of Board of British Sky Broadcasting Group PLC. | |||||
| * | Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Singapore Fund, Inc., Aberdeen Japan Equity Fund, Inc. The Asia Tigers Fund, Inc., The India Fund, Inc., Aberdeen Greater China Fund, Inc., Aberdeen Funds, Aberdeen Investment Funds, and Aberdeen Global Select Opportunities Funds, Inc. have a common investment manager and/or investment adviser, or an investment adviser that is affiliated with the Investment Manager and Investment Adviser, and may thus be deemed to be part of the same “Fund Complex.” |
| ** | Mr. Gilbert is deemed to be an interested person because of his affiliation with the Fund’s Investment Manager. Mr. Gilbert serves as a Director of several Funds in the Fund Complex. |
Information Regarding Officers who are not Directors
| Name, Address and Year of Birth | Position(s) With the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | |||
Officers | ||||||
Alan Goodson* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1974 | President | Since 2011 | Currently, Head of Product US, overseeing Product Management, Product Development and Investor Services for Aberdeen’s registered and unregistered investment companies in the US and Canada. Mr. Goodson is Vice President of Aberdeen Asset Management Inc. and joined Aberdeen in 2000. | |||
Jeffrey Cotton* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1977 | Chief Compliance Officer, Vice President | Since 2011 | Currently, Vice President and Head of Compliance – Americas for Aberdeen Asset Management Inc. Mr. Cotton joined Aberdeen in 2010. Prior to joining Aberdeen, Mr. Cotton was a Senior Compliance Officer at Old Mutual Asset Management (2009-2010) supporting its affiliated investment advisers and mutual fund platform. Mr. Cotton was also a VP, Senior Compliance Manager at Bank of America/Columbia Management (2006-2009). | |||
Lucia Sitar* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1971 | Chief Legal Officer, Vice President | Since 2012 | Currently, managing U.S. Counsel. Ms. Sitar joined AAMI in July 2007. Prior to that, Ms. Sitar was an associate attorney in the Investment Management Group of Stradley Ronon Stevens & Young LLP (law firm) (2000 – 2007). | |||
The Asia Tigers Fund, Inc.
29
Management of the Fund (unaudited) (continued)
| Name, Address and Year of Birth | Position(s) With the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | |||
Sofia Rosala* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1974 | Deputy Chief Compliance Officer, Vice President | Since 2013 | Currently, U.S. Counsel / Deputy Fund CCO. She joined Aberdeen in 2012. Prior to joining Aberdeen, she worked as an Associate for Morgan, Lewis and Bockius and as Corporate Counsel and Vice President at SEI Investments Company. | |||
Andrea Melia* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1969 | Treasurer | Since 2011 | Currently, Vice President and Head of Fund Administration – US for AAMI (since 2009). Prior to joining Aberdeen, Ms. Melia was Director of Fund Administration and accounting oversight for Princeton Administrators LLC, a division of BlackRock Inc. and had worked with Princeton Administrators since 1992. | |||
Megan Kennedy* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1974 | Secretary, Vice President | Since 2011 | Currently, Head of Product Management for Aberdeen Asset Management Inc. Ms. Kennedy joined Aberdeen Asset Management Inc. in 2005 as a Senior Fund Administrator. Ms. Kennedy was promoted to Assistant Treasurer Collective Funds/North American Mutual Funds in February 2008 and promoted to Treasurer Collective Funds/North American Mutual Funds in July 2008. | |||
Adrian Lim* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1971 | Vice President | Since 2012 | Currently, Senior Investment Manager on the Asian Equities Team. Adrian joined Aberdeen in 2000 as a manager in private equity on the acquisition of Murray Johnstone and transferred to his current position soon after. | |||
Bev Hendry* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1953 | Vice President | Since 2014 | Co-Head of Americas and Chief Financial Officer for Aberdeen Asset Management Inc. since July 2014. He first joined Aberdeen in 1987 and helped establish Aberdeen’s business in the Americas in Fort Lauderdale. Mr. Hendry left Aberdeen in 2008 when the company moved to consolidate its headquarters in Philadelphia. Mr. Hendry re-joined Aberdeen from Hansberger Global Investors in Fort Lauderdale, Florida, where he worked for six years as Chief Operating Officer. | |||
Jennifer Nichols* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1978 | Vice President | Since 2011 | Currently, Global Head of Legal for Aberdeen. Director, Vice President for AAMI (since October 2006). | |||
Christian Pittard* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1973 | Vice President | Since 2011 | Currently, Group Head of Product Opportunities for Aberdeen Asset Management PLC and Director of Aberdeen Asset Managers Limited since 2010. Previously, Director and Vice President (2006-2008) and, Chief Executive Officer (from October 2005 to September 2006) of Aberdeen Asset Management Inc. | |||
The Asia Tigers Fund, Inc.
30
Management of the Fund (unaudited) (concluded)
| Name, Address and Year of Birth | Position(s) Held With the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | |||
Hugh Young** c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1958 | Vice President | Since 2012 | Mr. Young has been a member of the Executive Management Committee of Aberdeen Asset Management PLC since 1991. He has been Managing Director of Aberdeen Asset Management Asia Limited since 1991. | |||
Kasey Deja* c/o Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1979 | Assistant Secretary | Since 2012 | Currently, Senior Product Manager within Product Management for AAMI. Ms. Deja joined Aberdeen in 2005 as an Analyst in Investment Operations and transferred to the U.S. Transitions Team in 2007. In 2009, became Manager of the U.S. Transitions Team and transferred to her current position in 2011. | |||
Sharon Ferrari* c/o Aberdeen Asset Management Inc. Attn: US Legal 1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1977 | Assistant Treasurer | Since 2013 | Currently, Senior Fund Administration Manager for AAMI. Ms. Ferrari joined AAMI as a Senior Fund Administrator in 2008. Prior to joining AAMI, Ms. Ferrari was an Accounting Analyst at Delaware Investments. | |||
| * | As of October 2015, Messrs. Goodson, Cotton, Lim, Hendry, and Pittard and Mses. Sitar, Melia, Kennedy, Nichols, Deja, Ferrari, and Rosala hold officer position(s) in one or more of the following: Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Singapore Fund, Inc., Aberdeen Japan Equity Fund, Inc., The India Fund, Inc., The Asia Tigers Fund, Inc., Aberdeen Greater China Fund, Inc., Aberdeen Funds, Aberdeen Investment Funds, and Aberdeen Global Select Opportunities Fund, Inc. each of which may also be deemed to be a part of the same “Fund Complex.” |
| ** | Mr. Young serves as an Interested Director on the Aberdeen Australia Equity Fund, Inc. and The India Fund, Inc. which have a common Investment Manager and/or Investment Adviser with the Fund, or an investment adviser that is affiliated with the Investment Manager and Investment Adviser with the Fund, and may thus be deemed to be part of the same “Fund Complex” as the Fund. |
The Asia Tigers Fund, Inc.
31
Corporate Information
Directors
Leslie H. Gelb
Martin Gilbert
J. Marc Hardy
Luis F. Rubio
Jeswald W. Salacuse, Chairman
Officers
Alan Goodson, President
Jeffrey Cotton, Vice President and Chief Compliance Officer
Andrea Melia, Treasurer
Lucia Sitar, Vice President and Chief Legal Officer
Megan Kennedy, Vice President and Secretary
Sofia Rosala, Vice President and Deputy Chief Compliance Officer
Adrian Lim, Vice President
Bev Hendry, Vice President
Jennifer Nichols, Vice President
Christian Pittard, Vice President
Hugh Young, Vice President
Kasey Deja, Assistant Secretary
Sharon Ferrari, Assistant Treasurer
Investment Manager
Aberdeen Asset Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480
Administrator
Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
Custodian
State Street Bank and Trust Company
1 Iron Street, 5th Floor
Boston, MA 02110
Transfer Agent
Computershare Trust Company N.A.
P.O. Box 20170
College Station, TX
77842-3170
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
2001 Market Street, 22nd Floor
Philadelphia, PA 19103
Fund Legal Counsel
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Independent Director Legal Counsel
Stradley, Ronon, Stevens & Young LLP
2005 Market Street, 32nd Floor
Philadelphia, PA 19103
Investor Relations
Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
1-800-522-5465
InvestorRelations@aberdeen-asset.com
Aberdeen Asset Management Asia Limited
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, shares of its common stock in the open market.
Shares of The Asia Tigers Fund, Inc. are traded on the NYSE under the symbol “GRR”. Information about the Fund’s net asset value and market price is available at www.aberdeengrr.com.
This report, including the financial information herein, is transmitted to the shareholders of The Asia Tigers Fund, Inc. for their general information only. It does not have regard to the specific investment objectives, financial situation and the particular needs of any specific person. Past performance is no guarantee of future returns.
Item 2 – Code of Ethics.
| (a) | As of October 31, 2015, the Registrant had adopted a Code of Ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the “Code of Ethics”). |
| (c) | During the period covered by this report, the Codes of Ethics was revised in order to amend the definition of “employee” to extend Sarbanes-Oxley whistleblower protection to employees of private contractors that provide service to the Fund in accordance with the Supreme Court decision in Lawson v. FMR LLC, 134 S. Ct. 1158 (2014). |
| (d) | During the period covered by this report, there were no waivers to the provisions of the Code of Ethics. |
| (f) | A copy of the Code of Ethics has been filed as an exhibit to this Form N-CSR. |
Item 3 – Audit Committee Financial Expert.
The Registrant’s Board of Directors has determined that Mr. J. Marc Hardy, a member of the Board of Directors’ Audit Committee, possesses the attributes, and has acquired such attributes through means, identified in instruction 2 of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hardy as the Audit Committee’s financial expert. Mr. Hardy is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4 – Principal Accountant Fees and Services.
(a) – (d) Below is a table reflecting the fee information requested in Items 4(a) through (d):
Fiscal Year Ended | (a) Audit Fees | (b) Audit-Related Fees | (c)(1) Tax Fees | (d) All Other Fees | ||||||||||||
October 31, 2015 | $ | 67,000 | $ | 0 | $ | 15,920 | $ | 0 | ||||||||
October 31, 2014 | $ | 85,000 | $ | 0 | $ | 17,000 | $ | 0 | ||||||||
| (1) | Services include tax services in connection with the Registrant’s excise tax calculations and review of the registrant’s applicable tax returns. |
(e)(1) The Registrant’s Audit Committee (the “Committee”) has adopted a charter that provides that the Committee shall bear direct responsibility for the appointment, compensation, retention and oversight of the work of the Registrant’s independent auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Registrant. The Committee shall also evaluate the qualifications, performance and independence of the Registrant’s independent auditors, including whether the auditors provide any consulting services to the Investment Manager or its affiliated companies, and receive the auditors’ specific representations as to their independence. The Charter also provides that the Committee shall, to the extent required by applicable law, pre-approve: (i) all audit and permissible non-audit services 1 that the Registrant’s independent auditors provide to the Registrant, and (ii) all non-audit services that the Registrant’s independent auditors provide to the Investment Manager and any entity controlling, controlled by, or under
common control with the Investment Manager that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant; provided that the Committee may implement policies and procedures by which such services are approved other than by the full Committee prior to their ratification by the Committee. Pursuant to the Committee’s Pre-Approval Policies, as amended on May 12, 2015, individual tax or audit-related services that fall within certain enumerated categories and are not presented to the Committee as part of the annual pre-approval process may be pre-approved, if deemed consistent with the independent auditor’s independence, by the Chairman (or any other Committee member who is a disinterested director under the Investment Company Act of 1940, as amended, to whom this responsibility has been delegated) so long as the estimated fee for the services does not exceed $75,000. Any such pre-approval shall be reported to the full Committee at its next regularly scheduled meeting.
| (e)(2) | None of the services described in each of paragraphs (b) through (d) of this Item involved a waiver of the pre-approval requirement by the Audit Committee pursuant to Rule 2-01 (c)(7)(i)(C) of Regulation S-X. |
| (f) | Not Applicable. |
| (g) | The aggregate non-audit fees billed by the Registrant’s accountant for services rendered to the Registrant, and rendered to the Registrant’s Investment Manager (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant was $2,731,778 for 2015 and $2,300,584 for 2014. |
| (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 Manager (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence and has concluded that it is. |
Item 5 – Audit Committee of Listed Registrants.
| (a) | The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). |
For the fiscal year ended October 31, 2015, the audit committee members were: J. Marc Hardy, Leslie H. Gelb, Luis F. Rubio, and Jeswald W. Salacuse.
| (b) | Not applicable |
Item 6 – Investments.
| (a) | Included as part of the Report to Shareholders filed under Item 1 of this Form N-CSR. |
| (b) | Not applicable. |
Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Pursuant to the Registrant’s Proxy Voting Policy and Procedures, the Registrant has delegated responsibility for its proxy voting to its Investment Manager, provided that the Registrant’s Board of Directors has the opportunity to periodically review the Investment Manager’s proxy voting policies and material amendments thereto.
The proxy voting policies of the Registrant are included herewith as Exhibit (c) and policies of the Investment Manager are included as Exhibit (d).
Item 8 – Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) The information in the table below is as of January 7, 2016.
Individual & Position | Services Rendered | Past Business Experience | ||
Hugh Young Managing Director | Responsible for equities globally from the Singapore office. | Currently Managing Director and group head of equities as well as a member of the executive committee responsible for Aberdeen’s day-to-day running. Co-founded Singapore-based Aberdeen Asia in 1992 having been recruited in 1985 to manage Asian equities from London. | ||
Adrian Lim Senior Investment Manager Equities - Asia | Responsible for Asian equities portfolio management. | Currently a Senior Investment Manager of Asian Equities. Mr. Lim joined Aberdeen from Murray Johnstone in December 2000. He was previously an associate director at Arthur Andersen advising clients on mergers & acquisitions in South East Asia. He moved from private equity to the Asian Equities team in July 2003. | ||
Christopher Wong Senior Investment Manager Equities - Asia | Responsible for Asian equities portfolio management. | Currently a Senior Investment Manager on the Asian Equities Team and CEO of Aberdeen Islamic Asset Management Sdn Bhd. He joined Aberdeen in 2001 on the private equity desk before transferring to the Asian equities team in August 2002. | ||
Chou Chong Investment Director Equities - Asia | Responsible for company research and oversight of portfolio construction. | Currently an Investment Director of Asian Equities. Joined Aberdeen in 1994 as a Graduate Trainee. After becoming a director, from 2001, he spent time in Sydney, Australia restructuring portfolios and turning around performance. In 2003, he transferred to London to lead the Pan-European equity desk and in June 2008, Chou returned to Singapore and joined the Asian Equities Team. | ||
Flavia Cheong Investment Director Equities - Asia | Responsible for company research and oversight of portfolio construction. | Currently an Investment Director of Asian Equities. Joined Aberdeen in 1996. Before joining Aberdeen, she was an economist with the Investment Company of the People’s Republic of China, and earlier with the Development Bank of Singapore. | ||
(a)(2) The information in the table below is as of October 31, 2015.
Name of Portfolio Manager | Type of Accounts | Total Number of Accounts Managed | Total Assets ($M) | Number of Accounts Managed for Which Advisory Fee is Based on Performance | Total Assets for Which Advisory Fee is Based on Performance ($M) | |||||||||||||
Hugh Young | Registered Investment Companies | 21 | $ | 10,187.63 | 0 | $ | 0 | |||||||||||
| Pooled Investment Vehicles | 83 | $ | 43,162.91 | 2 | $ | 392.16 | ||||||||||||
| Other Accounts | 137 | $ | 35,308.43 | 16 | $ | 4,734.26 | ||||||||||||
Adrian Lim | Registered Investment Companies | 21 | $ | 10,187.63 | 0 | $ | 0 | |||||||||||
| Pooled Investment Vehicles | 83 | $ | 43,162.91 | 2 | $ | 392.16 | ||||||||||||
| Other Accounts | 137 | $ | 35,308.43 | 16 | $ | 4,734.26 | ||||||||||||
Christopher Wong | Registered Investment Companies | 21 | $ | 10,187.63 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 83 | $ | 43,162.91 | 2 | $ | 392.16 | ||||||||||||
Other Accounts | 137 | $ | 35,308.43 | 16 | $ | 4,734.26 | ||||||||||||
Chou Chong | Registered Investment Companies | 21 | $ | 10,187.63 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 83 | $ | 43,162.91 | 2 | $ | 392.16 | ||||||||||||
Other Accounts | 137 | $ | 35,308.43 | 16 | $ | 4,734.26 | ||||||||||||
Flavia Cheong | Registered Investment Companies | 21 | $ | 10,187.63 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 83 | $ | 43,162.91 | 2 | $ | 392.16 | ||||||||||||
Other Accounts | 137 | $ | 35,308.43 | 16 | $ | 4,734.26 | ||||||||||||
Total Assets are as of October 31, 2015 and have been translated into U.S. Dollars at a rate of £1.00 = 1.54.
In accordance with legal requirements in the various jurisdictions in which they operate, and their own Conflicts of Interest policies, all subsidiaries of Aberdeen Asset Management PLC, (together Aberdeen), have in place arrangements to identify and manage Conflicts of Interest that may arise between them and their clients or between their different clients. Where Aberdeen does not consider that these arrangements are sufficient to manage a particular conflict, it will inform the relevant client(s) of the nature of the conflict so that the client(s) may decide how to proceed.
The portfolio managers’ management of “other accounts”, including (1) mutual funds; (2) other pooled investment vehicles; and (3) other accounts that may pay advisory fees that are based on account performance (“performance-based fees”), may give rise to potential conflicts of interest in connection with their management of a Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as a Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. However, Aberdeen believes that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
In some cases, another account managed by the same portfolio manager may compensate Aberdeen based on the performance of the portfolio held by that account. The existence of such performance-based fees may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict could include instances in which securities considered as investments for a Fund also may be appropriate for other investment accounts managed by Aberdeen or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, Aberdeen may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to a Fund from time to time, it is the opinion of Aberdeen that the benefits from the Aberdeen organization outweigh any disadvantage that may arise from exposure to simultaneous transactions. Aberdeen has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a conflict arises.
(a)(3)
Aberdeen Asset Management PLC’s (“Aberdeen”) remuneration policies are designed to support its business strategy as a leading international asset manager. The objective is to attract, retain and reward talented individuals for the delivery of sustained, superior returns for Aberdeen’s clients and shareholders. Aberdeen operates in a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.
Aberdeen’s policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The aggregate value of awards in any year is dependent on the group’s overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards, which are payable to all members of staff are determined by a rigorous assessment of achievement against defined objectives.
A long-term incentive plan for key staff and senior employees comprises of a mixture of cash and deferred shares in Aberdeen PLC or select Aberdeen funds (where applicable). Overall compensation packages are designed to be competitive relative to the investment management industry.
Base Salary
Aberdeen’s policy is to pay a fair salary commensurate with the individual’s role, responsibilities and experience, and having regard to the market rates being offered for similar roles in the asset management sector and other comparable companies. Any increase is generally to reflect inflation and is applied in a manner consistent with other Aberdeen employees; any other increases must be justified by reference to promotion or changes in responsibilities.
Annual Bonus
Aberdeen’s policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The Remuneration Committee of Aberdeen determines the key performance indicators that will be applied in considering the overall size of the bonus pool. In line with practice amongst other asset management companies, individual bonuses are not subject to an absolute cap. However, the aggregate size of the bonus pool is dependent on the group’s overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by the Remuneration Committee.
Aberdeen has a deferral policy which is intended to assist in the retention of talent and to create additional alignment of executives’ interests with Aberdeen’s sustained performance and, in respect of the deferral into funds, managed by Aberdeen, to align the interest of asset managers with our clients.
Staff performance is reviewed formally at least once a year. The review process evaluates the various aspects that the individual has contributed to Aberdeen, and specifically, in the case of portfolio managers, to the relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to presenting the team externally are also evaluated.
In the calculation of a portfolio management team’s bonus, Aberdeen takes into consideration investment matters (which include the performance of funds, adherence to the company investment process, and quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations. To the extent performance is factored in, such performance is not judged against any specific benchmark and is evaluated over the period of a year - January to December. The pre- or after-tax performance of an individual account is not considered in the determination of a portfolio manager’s discretionary bonus; rather the review process evaluates the overall performance of the team for all of the accounts the team manages.
Portfolio manager performance on investment matters is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process. A combination of the team’s and individual’s performance is considered and evaluated.
Although performance is not a substantial portion of a portfolio manager’s compensation, Aberdeen also recognizes that fund performance can often be driven by factors outside one’s control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core process by sticking to disciplines and processes set, regardless of momentum and ‘hot’ themes. Short-terming is thus discouraged and trading-oriented managers will thus find it difficult to thrive in the Aberdeen environment. Additionally, if any of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via Aberdeen’s dynamic compliance monitoring system.
(a)(4)
Individual | Dollar Range of Equity Securities in the Registrant Beneficially Owned by the Portfolio Manager as of October 31, 2015 | |||
| Hugh Young | $ | 0 | ||
| Adrian Lim | $ | 0 | ||
| Christopher Wong | $ | 0 | ||
| Chou Chong | $ | 0 | ||
| Flavia Cheong | $ | 0 | ||
| (b) | Not applicable. |
Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
REGISTRANT PURCHASES OF EQUITY SECURITIES
Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||||
November 1, 2014 through November 30, 2014 | 1,379 | $ | 11.89 | 1,379 | 296,956 | |||||||||||
December 1, 2014 through December 31, 2014 | 2,800 | $ | 11.41 | 2,800 | 294,156 | |||||||||||
January 1, 2015 through January 31, 2015 | 4,000 | $ | 11.18 | 4,000 | 290,156 | |||||||||||
February 1, 2015 through February 28, 2015 | 3,900 | $ | 11.56 | 3,900 | 286,256 | |||||||||||
March 1, 2015 through March 31, 2015 | 4,861 | $ | 11.38 | 4,861 | 281,395 | |||||||||||
April 1, 2015 through April 30, 2015 | 6,100 | $ | 11.94 | 6,100 | 275,295 | |||||||||||
May 1, 2015 through May 31, 2015 | 8,200 | $ | 11.79 | 8,200 | 267,095 | |||||||||||
June 1, 2015 through June 30, 2015 | 3,624 | $ | 11.23 | 3,624 | 263,471 | |||||||||||
July 1, 2015 through July 31, 2015 | 2,170 | $ | 11.02 | 2,170 | 261,301 | |||||||||||
August 1, 2015 through August 31, 2015 | 1,532 | $ | 9.60 | 1,532 | 259,769 | |||||||||||
September 1, 2015 through September 30, 2015 | 3,000 | $ | 9.24 | 3,000 | 256,769 | |||||||||||
October 1, 2015 through October 31, 2015 | None | None | None | 256,769 | ||||||||||||
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Total | 41,566 | $ | 11.31 | 41,566 | — | |||||||||||
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| (1) | On November 2, 2012, the Fund announced that its Board of Directors, at a meeting held on October 30, 2012, authorized management to make open market purchases from time to time in an amount up to 10% of the Fund’s outstanding shares. Such purchases may be made when the Fund’s shares are trading at certain discounts to net asset value. |
Item 10 – Submission of Matters to a Vote of Security Holders.
During the period ended October 31, 2015, there were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.
Item 11 – Controls and Procedures.
| (a) | The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 (17 CFR 270.30a3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There was no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d))) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12 – Exhibits.
| (a)(1) | Code of ethics, or any amendment thereto, for the period covered by this report that is the subject of disclosure required by Item 2(f) is attached hereto. |
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (a)(3) | Not applicable. |
| (b) | Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (c) | Proxy Voting Policy of Registrant. |
| (d) | Proxy Voting Policies and Procedures of Investment Manager. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Asia Tigers Fund, Inc. | ||||
| By: | /s/ Alan Goodson | |||
Alan Goodson, Principal Executive Officer of The Asia Tigers Fund, Inc. | ||||
| Date: January 7, 2016 | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| By: | /s/ Alan Goodson | |||
Alan Goodson, Principal Executive Officer of The Asia Tigers Fund, Inc. | ||||
| Date: January 7, 2016 | ||||
| By: | /s/ Andrea Melia | |||
Andrea Melia, Principal Financial Officer of The Asia Tigers Fund, Inc. | ||||
| Date: January 7, 2016 | ||||