Form N-CSR ABERDEEN AUSTRALIA EQUIT For: Oct 31
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: | 811-04438 | |
Exact name of registrant as specified in charter: | Aberdeen Australia Equity Fund, Inc. | |
Address of principal executive offices: | 1735 Market Street, 32nd Floor | |
Philadelphia, PA 19103 | ||
Name and address of agent for service: | Ms. Andrea Melia | |
Aberdeen Asset Management Inc. | ||
1735 Market Street 32nd Floor | ||
Philadelphia, PA 19103 | ||
Registrants telephone number, including area code: | 800-522-5465 | |
Date of fiscal year end: | October 31 | |
Date of reporting period: | October 31, 2018 |
Item 1 Reports to Stockholders The Report to Shareholders is attached herewith.
Managed Distribution Policy (unaudited)
The Board of Directors of the Aberdeen Australia Equity Fund, Inc. (the Fund) has authorized a managed distribution policy (MDP) of paying quarterly distributions at an annual rate, set once a year, that is a percentage of the rolling average of the Funds prior four quarter-end net asset values. With each distribution, the Fund will issue a notice to shareholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other information required by the Funds MDP exemptive order. The Funds Board of Directors may amend or terminate the MDP at any time without prior notice to shareholders; however, at this time, there are no reasonably foreseeable circumstances that might cause the termination of the MDP. You should not draw any conclusions about the Funds investment performance from the amount of distributions or from the terms of the Funds MDP.
Distribution Disclosure Classification (unaudited)
The Funds policy is to provide investors with a stable distribution rate. Each quarterly distribution will be paid out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
The Fund is subject to U.S. corporate, tax and securities laws. Under U.S. tax rules, the amount applicable to the Fund and character of distributable income for each fiscal period depends on the actual exchange rates during the entire year between the U.S. Dollar and the currencies in which Fund assets are denominated and on the aggregate gains and losses realized by the Fund during the entire year.
Therefore, the exact amount of distributable income for each fiscal year can only be determined as of the end of the Funds fiscal year, October 31. Under Section 19 of the Investment Company Act of 1940, as amended (the 1940 Act), the Fund is required to indicate the sources of certain distributions to shareholders. The estimated distribution composition may vary from quarter to quarter because it may be materially impacted by future income, expenses and realized gains and losses on securities and fluctuations in the value of the currencies in which Fund assets are denominated.
The distributons for the fiscal year ended October 31, 2018 consisted of 21% net investment income, 68% net realized gains and 11% return of capital.
In January 2019, a Form 1099-DIV will be sent to shareholders, which will state the amount and composition of distributions and provide information with respect to their appropriate tax treatment for the 2018 calendar year.
Dividend Reinvestment and Direct Stock Purchase Plan (unaudited)
Computershare Trust Company, N.A. (Computershare), the Funds transfer agent, sponsors and administers a Dividend Reinvestment and Direct Stock Purchase Plan (the Plan), which is available to shareholders.
The Plan allows registered stockholders and first time investors to buy and sell shares and automatically reinvest dividends and capital gains through the transfer agent. This is a cost-effective way to invest in the Fund.
Please note that for both purchase and reinvestment purposes, shares will be purchased in the open market at the current share price and cannot be issued directly by the Fund.
For more information about the Plan and a brochure that includes the terms and conditions of the Plan, please call Computershare at 1-800-647-0584 or visit www.computershare.com/buyaberdeen.
Letter to Shareholders (unaudited)
Aberdeen Australia Equity Fund, Inc.
1
1 | The ASX 200 is a market-capitalization weighted and float-adjusted stock market index of Australian stocks listed on the Australian Securities Exchange from S&P Global Ratings. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. |
Letter to Shareholders (unaudited) (continued)
Aberdeen Australia Equity Fund, Inc.
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Letter to Shareholders (unaudited) (continued)
All amounts are U.S. Dollars unless otherwise stated.
Aberdeen Australia Equity Fund, Inc.
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Report of the Investment Manager (unaudited)
Aberdeen Australia Equity Fund, Inc.
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Report of the Investment Manager (unaudited) (continued)
Aberdeen Australia Equity Fund, Inc.
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Total Investment Returns (unaudited)
The following table summarizes the average annual Fund performance compared to the ASX 200, the Funds benchmark, for the 1-year, 3-year, 5-year and 10-year periods as of October 31, 2018.
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Net Asset Value (NAV) |
-4.5% | 7.3% | 0.5% | 6.8% | ||||||||||||
Market Price |
-8.4% | 8.9% | -3.3% | 5.8% | ||||||||||||
Benchmark |
-4.8% | 8.0% | 0.1% | 9.3% |
Returns represent past performance. Total investment return at NAV is based on changes in the NAV of Fund shares and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program. All return data at NAV includes fees charged to the Fund, which are listed in the Funds Statement of Operations under Expenses. The Funds total return is based on the reported NAV on each financial reporting period end. Total investment return at market value is based on changes in the market price at which the Funds shares traded on the NYSE American (formerly, NYSE MKT) during the period and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program sponsored by the Funds transfer agent. Because the Funds shares trade in the stock market based on investor demand, the Fund may trade at a price higher or lower than its NAV. Therefore, returns are calculated based on both market price and NAV. Past performance is no guarantee of future results. The performance information provided does not reflect the deduction of taxes that a shareholder would pay on distributions received from the Fund. The current performance of the Fund may be lower or higher than the figures shown. The Funds yield, return, market price and NAV will fluctuate. Performance information current to the most recent month-end is available at www.aberdeeniaf.com or by calling 800-522-5465.
The total annualized operating expense ratio both excluding and net of fee waivers based on the fiscal year ended October 31, 2018 was 1.46%.
Aberdeen Australia Equity Fund, Inc.
6
Portfolio Composition (unaudited)
The following table summarizes the composition of the Funds portfolio, in S&P Global Industry Classification Standard (GICS) sectors, expressed as a percentage of net assets. As of October 31, 2018, the GICS structure consists of 11 sectors, 24 industry groups, 69 industries and 158 subindustries. An industry classification standard sector can include more than one industry group.
The Fund may invest between 25% and 35% of its total assets in the securities of any one industry group if, at the time of investment, that industry group represents 20% or more of the ASX 200. As of October 31, 2018, the Fund did not have more than 25% of its assets invested in any industry group.
As of October 31, 2018, the Fund held 98.3% of its net assets in equities, 0.3% in a short-term investment and 1.4% in other assets in excess of liabilities.
Sectors | As a Percentage of Net Assets |
|||
Financials |
29.7% | * | ||
Materials |
17.0% | |||
Health Care |
16.5% | |||
Energy |
7.8% | |||
Industrials |
6.4% | |||
Real Estate |
5.2% | |||
Communication Services |
5.1% | |||
Consumer Staples |
4.8% | |||
Utilities |
2.6% | |||
Information Technology |
2.1% | |||
Other |
2.8% | |||
100% |
* | As of October 31, 2018, the Funds holdings in the Financials sector were allocated to five industries: Banks (20.1%), Capital Markets (8.8%), Insurance (0.5%) and Diversified Financial Services (0.3%). |
Top Ten Equity Holdings (unaudited)
The following were the Funds top ten equity holdings as of October 31, 2018:
Name of Security | As a Percentage of Net Assets |
|||
BHP Billiton PLC London Listing |
7.1% | |||
CSL Ltd. |
7.0% | |||
Commonwealth Bank of Australia |
6.8% | |||
Rio Tinto PLC London Listing |
5.7% | |||
ASX Ltd. |
5.6% | |||
Australia & New Zealand Banking Group Ltd. |
5.4% | |||
Westpac Banking Corp. |
5.2% | |||
Woodside Petroleum Ltd. |
4.1% | |||
Cochlear Ltd. |
4.0% | |||
ResMed, Inc. |
3.9% |
Aberdeen Australia Equity Fund, Inc.
7
Portfolio of Investments
As of October 31, 2018
Shares | Description | Industry and Percentage of Net Assets | Value (US$) |
|||||||
LONG-TERM INVESTMENTS98.3% |
||||||||||
COMMON STOCKS98.3% |
||||||||||
AUSTRALIA69.5% | ||||||||||
381,000 | Adelaide Brighton Ltd. (a) |
Construction Materials1.2% | $ | 1,532,437 | ||||||
246,100 | AMP Ltd. (a) |
Diversified Financial Services0.4% | 431,544 | |||||||
76,300 | Aristocrat Leisure Ltd. (a) |
Hotels, Restaurants & Leisure1.2% | 1,437,792 | |||||||
168,100 | ASX Ltd. (a) |
Capital Markets5.6% | 7,060,313 | |||||||
2,723,700 | AusNet Services (a) |
Electric Utilities2.6% | 3,303,613 | |||||||
367,100 | Australia & New Zealand Banking Group Ltd. (a) |
Banks5.4% | 6,757,084 | |||||||
269,700 | Brambles Ltd. (a) |
Commercial Services & Supplies1.6% | 2,031,636 | |||||||
39,400 | Caltex Australia Ltd. (a) |
Oil, Gas & Consumable Fuels0.6% | 788,348 | |||||||
1,670,400 | Cleanaway Waste Management Ltd. (a) |
Commercial Services & Supplies1.7% | 2,135,334 | |||||||
39,600 | Cochlear Ltd. (a) |
Health Care4.0% | 4,990,119 | |||||||
173,200 | Commonwealth Bank of Australia (a) |
Banks6.8% | 8,516,389 | |||||||
65,900 | CSL Ltd. (a) |
Biotechnology7.0% | 8,797,461 | |||||||
122,000 | DuluxGroup Ltd. (a) |
Chemicals0.5% | 641,286 | |||||||
361,500 | Goodman Group, REIT (a) |
Equity Real Estate Investment Trusts (REIT)2.1% | 2,656,824 | |||||||
241,000 | Incitec Pivot Ltd. (a) |
Chemicals0.5% | 667,777 | |||||||
452,800 | IOOF Holdings Ltd. (a) |
Capital Markets1.8% | 2,190,062 | |||||||
312,800 | Medibank Pvt Ltd. (a) |
Insurance0.5% | 620,209 | |||||||
189,300 | National Australia Bank Ltd. (a) |
Banks2.7% | 3,390,272 | |||||||
389,600 | Oil Search Ltd. (a) |
Oil, Gas & Consumable Fuels1.7% | 2,141,826 | |||||||
329,200 | Origin Energy Ltd. (a)(b) |
Oil, Gas & Consumable Fuels1.4% | 1,705,998 | |||||||
69,300 | Perpetual Ltd. (a) |
Capital Markets1.4% | 1,704,537 | |||||||
1,556,400 | Telstra Corp. Ltd. (a) |
Diversified Telecommunication Services2.7% | 3,404,529 | |||||||
247,600 | Treasury Wine Estates Ltd. (a) |
Beverages2.1% | 2,665,057 | |||||||
1,402,700 | Vicinity Centres (a) |
Equity Real Estate Investment Trusts (REIT)2.1% | 2,631,290 | |||||||
340,400 | Westpac Banking Corp. (a) |
Banks 5.2% | 6,466,146 | |||||||
206,600 | Woodside Petroleum Ltd. (a) |
Oil, Gas & Consumable Fuels4.1% | 5,086,548 | |||||||
163,900 | Woolworths Group Ltd. (a) |
Food & Staples Retailing2.6% | 3,308,059 | |||||||
87,062,490 | ||||||||||
FRANCE1.0% |
||||||||||
128,880 | Unibail-Rodamco-Westfield (a)(b) | Equity Real Estate Investment Trusts (REIT)1.0% | 1,166,157 | |||||||
NEW ZEALAND9.2% |
||||||||||
835,976 | Auckland International Airport Ltd. (a) |
Transportation Infrastructure3.1% | 3,830,096 | |||||||
229,400 | Fisher & Paykel Healthcare Corp. Ltd. (a) |
Health Care1.6% | 2,040,921 | |||||||
1,144,400 | Spark New Zealand Ltd. (a) |
Diversified Telecommunication Services2.4% | 2,971,959 | |||||||
94,700 | Xero Ltd. (a)(b) |
Software2.1% | 2,684,563 | |||||||
11,527,539 | ||||||||||
UNITED KINGDOM14.7% |
||||||||||
444,700 | BHP Billiton PLCLondon Listing (a) |
Metals & Mining7.1% | 8,871,184 | |||||||
147,000 | Rio Tinto PLCLondon Listing (a) |
Metals & Mining5.7% | 7,136,962 | |||||||
936,900 | South32 Ltd.London Listing (a) |
Metals & Mining1.9% | 2,417,976 | |||||||
18,426,122 | ||||||||||
UNITED STATES3.9% |
||||||||||
38,610 | OneMarket Ltd. (b) |
Software % | 22,420 | |||||||
460,300 | ResMed, Inc. (a) |
Health Care3.9% | 4,853,296 | |||||||
4,875,716 | ||||||||||
Total Long-Term Investments98.3% (cost $127,269,660) | 123,058,024 |
See Notes to Financial Statements.
Aberdeen Australia Equity Fund, Inc.
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Portfolio of Investments (concluded)
As of October 31, 2018
Shares | Description | Value (US$) |
||||||||
SHORT-TERM INVESTMENT0.3% |
||||||||||
UNITED STATES0.3% |
||||||||||
431,276 | State Street Institutional U.S. Government Money Market Fund, Institutional Class, 2.09% (c) |
$ | 431,276 | |||||||
Total Short-Term Investment0.3% (cost $431,276) | 431,276 | |||||||||
Total Investments98.6% (cost $127,700,936) (d) | 123,489,300 | |||||||||
Other Assets in Excess of Liabilities1.4% | 1,729,657 | |||||||||
Net Assets100.0% | $ | 125,218,957 |
(a) | Fair Values are determined pursuant to procedures approved by the Funds Board of Directors. Unless otherwise noted, securities are valued by applying valuation factors to the exchange traded price. See Note 2(a) of the accompanying Notes to Financial Statements. |
(b) | Non-income producing security. |
(c) | Registered investment company advised by State Street Global Advisors. The rate shown is the 7 day yield as of October 31, 2018. |
(d) | See accompanying Notes to Financial Statements for tax unrealized appreciation/(depreciation) of securities. |
REITReal Estate Investment Trust
See Notes to Financial Statements.
Aberdeen Australia Equity Fund, Inc.
9
Statement of Assets and Liabilities
As of October 31, 2018
Assets |
||||
Investments, at value (cost $127,269,660) |
$ | 123,058,024 | ||
Short-term investments, at value (cost $431,276) |
431,276 | |||
Foreign currency, at value (cost $1,959,059) |
1,930,575 | |||
Interest and dividends receivable |
1,172 | |||
Prepaid expenses and other assets |
43,797 | |||
Total assets |
125,464,844 | |||
Liabilities |
||||
Investment management fees payable (Note 3) |
108,934 | |||
Investor relations fees payable (Note 3) |
11,442 | |||
Administration fees payable (Note 3) |
9,350 | |||
Other accrued expenses |
116,161 | |||
Total liabilities |
245,887 | |||
Net Assets |
$ | 125,218,957 | ||
Composition of Net Assets: |
||||
Common stock (par value $0.01 per share) (Note 5) |
$ | 227,423 | ||
Paid-in capital in excess of par |
119,513,494 | |||
Distributable earnings |
5,478,040 | |||
Net Assets |
$ | 125,218,957 | ||
Net asset value per share based on 22,742,326 shares issued and outstanding |
$ | 5.51 |
Amounts listed as are $0 or round to $0.
See Notes to Financial Statements.
Aberdeen Australia Equity Fund, Inc.
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Statement of Operations
For the Year Ended October 31, 2018
Net Investment Income |
||||
Income |
||||
Dividends (net of foreign withholding taxes of $112,092) |
$ | 5,584,967 | ||
Interest and other income |
53,455 | |||
Total Investment Income |
5,638,422 | |||
Expenses |
||||
Investment management fee (Note 3) |
1,302,842 | |||
Directors fees and expenses |
233,022 | |||
Administration fee (Note 3) |
114,610 | |||
Insurance expense |
79,657 | |||
Reports to shareholders and proxy solicitation |
70,262 | |||
Investor relations fees and expenses (Note 3) |
68,480 | |||
Independent auditors fees and expenses |
62,935 | |||
Custodians fees and expenses |
33,978 | |||
Transfer agents fees and expenses |
28,058 | |||
Legal fees and expenses |
19,934 | |||
Miscellaneous |
80,156 | |||
Net expenses |
2,093,934 | |||
Net Investment Income |
3,544,488 | |||
Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions: |
||||
Net realized gain/(loss) from: |
||||
Investment transactions |
5,272,314 | |||
Foreign currency transactions |
(333,738 | ) | ||
4,938,576 | ||||
Net change in unrealized appreciation/(depreciation) on: |
||||
Investment transactions |
(11,874,333 | ) | ||
Foreign currency translation |
(2,098,503 | ) | ||
(13,972,836 | ) | |||
Net realized and unrealized (loss) from investments and foreign currency related transactions |
(9,034,260 | ) | ||
Net Decrease in Net Assets Resulting from Operations |
$ | (5,489,772 | ) |
Amounts listed as are $0 or round to $0.
See Notes to Financial Statements.
Aberdeen Australia Equity Fund, Inc.
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Statement of Changes in Net Assets
For the Year Ended October 31, 2018 |
For the Year Ended October 31, 2017 |
|||||||
Increase/(Decrease) in Net Assets |
||||||||
Operations: |
||||||||
Net investment income |
$ | 3,544,488 | $ | 3,885,943 | ||||
Net realized gain from investment transactions |
5,272,314 | 1,013,371 | ||||||
Net realized gain/(loss) from foreign currency transactions |
(333,738 | ) | 12,666 | |||||
Net change in unrealized appreciation/(depreciation) on investments |
(11,874,333 | ) | 10,495,381 | |||||
Net change in unrealized appreciation/(depreciation) on foreign currency translation |
(2,098,503 | ) | 5,998,530 | |||||
Net increase/(decrease) in net assets resulting from operations |
(5,489,772 | ) | 21,405,891 | |||||
Distributions to Shareholders from(a): |
||||||||
Distributable earnings |
(12,928,295 | ) | (6,522,303 | ) | ||||
Tax return of capital |
(1,626,794 | ) | (8,032,786 | ) | ||||
Net decrease in net assets from distributions |
(14,555,089 | ) | (14,555,089 | ) | ||||
Change in net assets resulting from operations |
(20,044,861 | ) | 6,850,802 | |||||
Net Assets: |
||||||||
Beginning of year |
145,263,818 | 138,413,016 | ||||||
End of year |
$ | 125,218,957 | $ | 145,263,818 |
(a) | Per the Securities and Exchange Commission release #33-10532 Disclosure Update and Simplification; the Fund is no longer required to differentiate distributions from earnings as either from net investment income or net realized capital gains. For the fiscal year ended October 31, 2017, distributions from distributable earnings were from net investment income and net realized capital gains of $2,984,687 and $3,537,616, respectively. |
Amounts listed as are $0 or round to $0. |
See Notes to Financial Statements.
Aberdeen Australia Equity Fund, Inc.
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Financial Highlights
For the Fiscal Years Ended October 31, | ||||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | ||||||||||||||||
Per Share Operating Performance(a): | ||||||||||||||||||||
Net asset value, beginning of year | $6.39 | $6.09 | $6.21 | $8.27 | $9.44 | |||||||||||||||
Net investment income | 0.16 | 0.17 | 0.15 | 0.21 | 0.23 | |||||||||||||||
Net realized and unrealized gains/(losses) on investments and foreign currencies | (0.40 | ) | 0.77 | 0.40 | (1.45 | ) | (0.48 | ) | ||||||||||||
Total from investment operations | (0.24 | ) | 0.94 | 0.55 | (1.24 | ) | (0.25 | ) | ||||||||||||
Distributions from: | ||||||||||||||||||||
Net investment income | (0.14 | ) | (0.13 | ) | (0.16 | ) | (0.27 | ) | (0.32 | ) | ||||||||||
Net realized gains | (0.43 | ) | (0.16 | ) | (0.09 | ) | (0.15 | ) | | |||||||||||
Tax return of capital | (0.07 | ) | (0.35 | ) | (0.42 | ) | (0.40 | ) | (0.60 | ) | ||||||||||
Total distributions | (0.64 | ) | (0.64 | ) | (0.67 | ) | (0.82 | ) | (0.92 | ) | ||||||||||
Capital Share Transactions: | ||||||||||||||||||||
Net asset value, end of year | $5.51 | $6.39 | $6.09 | $6.21 | $8.27 | |||||||||||||||
Market value, end of year | $5.17 | $6.25 | $5.56 | $5.57 | $7.95 | |||||||||||||||
Total Investment Return Based on(b): | ||||||||||||||||||||
Market value | (8.37% | ) | 24.92% | 12.92% | (20.61% | ) | (17.52% | ) | ||||||||||||
Net asset value | (4.48% | ) | 16.61% | 10.94% | (14.91% | ) | (2.65% | ) | ||||||||||||
Ratio to Average Net Assets/Supplementary Data: | ||||||||||||||||||||
Net assets, end of year (000 omitted) | $125,219 | $145,264 | $138,413 | $142,067 | $189,784 | |||||||||||||||
Average net assets (000 omitted) | $143,263 | $144,958 | $140,809 | $166,905 | $199,956 | |||||||||||||||
Net operating expenses, net of fee waivers | 1.46% | 1.48% | 1.64% | (c) | 1.45% | 1.48% | ||||||||||||||
Net operating expenses, excluding fee waivers | 1.46% | 1.48% | 1.65% | (c) | 1.45% | 1.48% | ||||||||||||||
Net investment income | 2.47% | 2.68% | 2.44% | 2.91% | 2.68% | |||||||||||||||
Portfolio turnover | 36% | 12% | 15% | 20% | 13% |
(a) | Based on average shares outstanding. |
(b) | Total investment return based on market value is calculated assuming that shares of the Funds common stock were purchased at the closing market price as of the beginning of the period, dividends, capital gains and other distributions were reinvested as provided for in the Funds dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Funds net asset value is substituted for the closing market value. |
(c) | The expense ratio includes a one-time expense associated with the October 2013 shelf offering costs attributable to the registered but unsold shares expiring in October 2016. |
Amounts listed as are $0 or round to $0.
See Notes to Financial Statements.
Aberdeen Australia Equity Fund, Inc.
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Notes to Financial Statements
October 31, 2018
Aberdeen Australia Equity Fund, Inc.
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Notes to Financial Statements (continued)
October 31, 2018
Investments, at Value | Level 1-Quoted Prices ($) |
Level 2-Other Significant Observable Inputs ($) |
Level 3-Significant Unobservable Inputs ($) |
Total ($) | ||||||||||||
Investments in Securities |
||||||||||||||||
Common Stocks |
$ | 22,420 | $ | 123,035,604 | $ | | $ | 123,058,024 | ||||||||
Short-Term Investment |
431,276 | | | 431,276 | ||||||||||||
Total |
$ | 453,696 | $ | 123,035,604 | $ | | $ | 123,489,300 |
Amounts listed as - are $0 or round to $0.
For the fiscal year ended October 31, 2018, there were no significant changes to the fair valuation methodologies.
Aberdeen Australia Equity Fund, Inc.
15
Notes to Financial Statements (continued)
October 31, 2018
Aberdeen Australia Equity Fund, Inc.
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Notes to Financial Statements (continued)
October 31, 2018
Aberdeen Australia Equity Fund, Inc.
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Notes to Financial Statements (continued)
October 31, 2018
Aberdeen Australia Equity Fund, Inc.
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Notes to Financial Statements (continued)
October 31, 2018
9. Tax Information
The U.S. federal income tax basis of the Funds investments and the net unrealized appreciation as of October 31, 2018 were as follows:
Tax Basis of Investments |
Appreciation | Depreciation | Net Unrealized Appreciation/ (Depreciation) |
|||||||||||
$113,780,894 | $ | 17,247,088 | $ | (7,538,682 | ) | $ | 9,708,406 |
The tax character of distributions paid during the fiscal years ended October 31, 2018 and October 31, 2017 was as follows:
October 31, 2018 | October 31, 2017 | |||||||
Distributions paid from: |
||||||||
Ordinary Income |
$ | 3,077,566 | $ | 2,984,687 | ||||
Net long-term capital gains |
9,850,729 | 3,537,616 | ||||||
Tax return of capital |
1,626,794 | 8,032,786 | ||||||
Total tax character of distributions |
$ | 14,555,089 | $ | 14,555,089 |
As of October 31, 2018, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income net |
$ | | ||
Undistributed long-term capital gains net |
| |||
Total undistributed earnings |
$ | | ||
Capital loss carryforward |
| |||
Other currency gains |
10,454,200 | * | ||
Other temporary differences |
| |||
Unrealized appreciation/(depreciation) securities |
9,679,925 | ** | ||
Unrealized appreciation/(depreciation) currency |
(14,656,085 | )** | ||
Total accumulated earnings/(losses) net |
$ | 5,478,040 |
* | During the fiscal year ended October 31, 2018, the Fund did not utilize a capital loss carryforward. |
** | The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable to: the realization for tax purposes of unrealized gains on investments in passive foreign investment companies, spinoff adjustments, differing treatments for foreign currencies, and the tax deferral of wash sales. |
Aberdeen Australia Equity Fund, Inc.
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Notes to Financial Statements (concluded)
October 31, 2018
Aberdeen Australia Equity Fund, Inc.
20
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Aberdeen Australia Equity Fund, Inc.:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Aberdeen Australia Equity Fund, Inc. (the Fund), including the portfolio of investments, as of October 31, 2018, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2018, by correspondence with the custodian or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more Aberdeen investment companies since 2009.
Philadelphia, Pennsylvania
December 27, 2018
Aberdeen Australia Equity Fund, Inc.
21
Federal Tax Information: Dividends and Distributions (unaudited)
The following information is provided with respect to the distributions paid by the Aberdeen Australia Equity Fund, Inc. during the fiscal year ended October 31, 2018:
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 |
||||||||||||||||||||||||
1/8/2018 | 0.160000 | 0.000000 | 0.000000 | 0.160000 | 0.004947 | 0.164947 | 0.164947 | 0.164947 | ||||||||||||||||||||||||
3/26/2018 | 0.160000 | 0.144382 | 0.015618 | 0.000000 | 0.000000 | 0.000000 | 0.000000 | 0.000000 | ||||||||||||||||||||||||
6/29/2018 | 0.160000 | 0.144382 | 0.015618 | 0.000000 | 0.000000 | 0.000000 | 0.000000 | 0.000000 | ||||||||||||||||||||||||
10/2/2018 | 0.160000 | 0.144382 | 0.015618 | 0.000000 | 0.000000 | 0.000000 | 0.000000 | 0.000000 | ||||||||||||||||||||||||
Total | 0.640000 | 0.433145 | 0.046855 | 0.160000 | 0.004947 | 0.164947 | 0.164947 | 0.164947 |
(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)
Aberdeen Australia Equity Fund, Inc.
22
Supplemental Information (unaudited) (continued)
Aberdeen Australia Equity Fund, Inc.
23
Supplemental Information (unaudited) (concluded)
Aberdeen Australia Equity Fund, Inc.
24
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.
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 Director |
||||||||||
Hugh Young** Aberdeen Standard Investments (Asia) Limited 21 Church Street #01-01 Capital Square Two
Year of Birth: 1958 |
Class III Director | Term expires 2021; Director since 2001 | Mr. Young has been a member of the Executive Management Committee and Director of Aberdeen Asset Management PLC since 1991 and 2011, respectively. He has been Managing Director of Aberdeen Standard Investments (Asia) Limited since 1991. | 2 | None | |||||
Independent Directors |
||||||||||
Neville J. Miles 142 Martins Lane Knockrow
Year of Birth: 1946 |
Chairman of the Board; Class I Director | Term expires 2019; Director since 1996 | Mr. Miles is, and has been for over ten years, Chairman of Ballyshaw Pty. Ltd. (share trading, real estate development and investment). | 28 | None | |||||
P. Gerald Malone 48 Barmouth Road London SW18 2DP
Year of Birth: 1950 |
Class II Director | Term expires 2020; Director since 2008 | Mr. Malone is, by profession, a solicitor of over 40 years standing. As a member of the UK House of Commons, he served as a Minister of State in the United Kingdom Government. Mr. Malone currently serves as an independent director of Bionik Laboratories Corp., a US healthcare company, specializing in stroke rehabilitation using robotic devices. He is Chairman of the Board of Trustees of Aberdeen Funds, Chairman of the Board of Directors of Aberdeen Global Income Fund, Inc., Chairman of the Board of Directors of Aberdeen Asia-Pacific Income Fund, Inc. Chairman of the Board of Directors of Aberdeen Global Dynamic Dividend Fund, Chairman of the Board of Directors of Aberdeen Total Dynamic Dividend Fund, Chairman of the Board of Directors of Aberdeen Global Premier Properties Fund, Chairman of the Board of Directors of Aberdeen Income Credit Strategies Fund and a Director of Aberdeen Australia Equity Fund, Inc. He previously served as Independent Chairman of UK companies, Crescent OTC Ltd (pharmaceutical services) until February 2018; and fluidOil Ltd. (oil services) until June 2018; U.S. company Rejuvenan llc (wellbeing services) until September 2017 and as chairman of UK company, Ultrasis plc (healthcare software services company) until October 2014. | 32 | None | |||||
William J. Potter c/o Aberdeen Asset
Year of Birth: 1948 |
Class III Director | Term expires 2021; Director since 1985 | Mr. Potter has been Chairman of Meredith Financial Group (investment management) since 2004, a Director of Alexandria Bancorp (international banking and trustee services) since 1989, and a Director of National Foreign Trade Council (international trade) since 1983. He also serves on the boards or advisory boards of a number of private companies. | 3 | None |
Aberdeen Australia Equity Fund, Inc.
25
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 | |||||
Peter D. Sacks c/o Aberdeen Asset Management Inc., 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1945 |
Class II Director | Term expires 2020; Director since 1999 | Mr. Sacks was a Director and Founding Partner of Toron AMI International Asset Management (investment management) from 1988 to 2015. He is currently a Director of Aberdeen Australia Equity Fund Inc., Aberdeen Global Income Fund Inc., Aberdeen Asia-Pacific Income Fund Inc. and Tricon Capital Group Inc. | 28 | None | |||||
Moritz Sell c/o Aberdeen Asset Management Inc., 1735 Market Street, 32nd Floor Philadelphia, PA 19103
Year of Birth: 1967 |
Class I Director | Term expires 2019; Director since 2004 | Mr. Sell currently serves as a Principal at Edison Holdings GMBH (commercial real estate and venture capital) (since October 2015). In addition Mr. Sell serves as a Senior Advisor for Markston International LLC, an independent investment manager (since January 2014). Mr. Sell was a director and market strategist of Landesbank Berlin AG (banking) and its predecessor, now holding company, Landesbank Berlin Holding AG (formerly named Bankgesellschaft Berlin AG) from 1996 to July 2013. | 3 | Swiss Helvetia Fund (since June 2017) and Putnam High Income Securities Fund since June 2018 |
* | Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Emerging Markets Equity Income Fund, Inc. , the Aberdeen Funds, Aberdeen Investment Funds, Aberdeen Japan Equity Fund, Inc., The India Fund, Inc.,. Aberdeen Global Dynamic Dividend Fund, Aberdeen Total Dynamic Dividend Fund, Aberdeen Global Premier Properties Fund and Aberdeen Income Credit Strategies Fund have the same Investment Manager and Investment Adviser as the Fund, 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 as the Fund. |
** | Mr. Young is deemed to be an interested person because of his affiliation with the Funds Investment Manager and Investment Adviser. |
Aberdeen Australia Equity Fund, Inc.
26
Management of the Fund (unaudited) (continued)
Information Regarding Officers who are not Directors
Name, Address and Year of Birth |
Position(s) Held With the Fund |
Term of Office* and Length of Time Served |
Principal Occupation(s) During Past Five Years | |||
Joseph Andolina** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1978 |
Vice President Compliance | Since 2017 | Currently, Vice President, Head of Conduct and Compliance Americas and Deputy Chief Risk Officer for Aberdeen Asset Management Inc. Mr. Andolina joined Aberdeen in 2012. | |||
Jeffrey Cotton** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1977 |
Chief Compliance Officer and Vice President-Compliance | Since 2011 | Currently, Director and Vice President and Head of Compliance Americas for Aberdeen Asset Management Inc. and Interim Global Head of Conduct & Compliance for Aberdeen. Mr. Cotton joined Aberdeen in 2010. | |||
Sharon Ferrari** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1977 |
Assistant Treasurer | Since 2009 | Currently, Senior Fund Administration Manager US for Aberdeen Asset Management Inc. Ms. Ferrari joined Aberdeen Asset Management Inc. as a Senior Fund Administrator in 2008. | |||
Martin J. Gilbert Aberdeen Asset Management PLC 10 Queens Terrace Aberdeen, Scotland AB10 1YG
Year of Birth: 1955 |
Vice President | Since 2008 | 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. He was President of the Fund, Aberdeen Global Income Fund, Inc. and Aberdeen Asia-Pacific Income Fund, Inc. from February 2004 to March 2008. He was Chairman of the Board of the Fund and of Aberdeen Asia-Pacific Income Fund, Inc. from 2001 to September 2005. He was a Director of Aberdeen Standard Investments (Asia) Limited (formerly known as Aberdeen Asset Management Asia Limited), the Funds Investment Manager, from 1991 to 2014 and a Director of Aberdeen Standard Investments Australia Limited (formerly known as Aberdeen Asset Management Limited), the Funds Investment Adviser, from 2000 to 2014. He Was a Director from 1995 to 2014, and was President from September 2006 to 2014 of Aberdeen Asset Management Inc., the Funds Administrator. Mr. Gilbert also serves as officer and/or director of various Aberdeen group subsidiary companies, Aberdeen- managed investment trusts and funds boards. | |||
Alan Goodson** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1974 |
Vice President | Since 2009 | Currently, Director, Vice President and Head of Product Americas, overseeing Product Management, Product Development and Investor Services for Aberdeens registered and unregistered investment companies in the US and Canada. Mr. Goodson is Vice President of Aberdeen Asset Management Inc. and joined Aberdeen in 2000. | |||
Bev Hendry** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1969 |
Vice President | Since 2015 | Currently, Chairmen of Americas. Mr. Hendry first joined Aberdeen in 1987 and helped establish Aberdeens business in the Americas in Fort Lauderdale. Bev left Aberdeen in 2008 when the company moved to consolidate its headquarters in Philadelphia. Lauderdale where he worked for six years as Chief Operating Officer. | |||
Matthew Keener** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1976 |
Assistant Secretary | Since 2008 | Currently, Senior Product Manager for Aberdeen Asset Management Inc. Mr. Keener joined Aberdeen Asset Management Inc. in 2006 as a Fund Administrator. |
Aberdeen Australia Equity Fund, Inc.
27
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 | |||
Megan Kennedy** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1974 |
Vice President and Secretary | Since 2008 | 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. | |||
Jason Kururangi Aberdeen Asset Management Limited Level 6, 201 Kent St Sydney, NSW 2000 Australia
Year of Birth: 1986 |
Vice President | Since 2017 | Currently, Investment Manager on the Australian Equities desk for Aberdeen Asset Management Limited. Mr. Kururangi joined Aberdeen Asset Managers Limited in 2011. | |||
Andrea Melia** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1969 |
Treasurer and Principal Accounting Officer | Since 2009 | Currently, Vice President and Head of Fund Operations, Traditional Assets Americas and Vice President for Aberdeen Asset Management Inc. Ms. Melia joined Aberdeen Asset Management Inc. in September 2009. | |||
Jennifer Nichols** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1978 |
Vice President | Since 2008 | Currently, Head of Legal Americas for Aberdeen Asset Management Inc. Director and Vice President for Aberdeen Asset Management Inc. (since October 2006). | |||
Robert Penaloza Aberdeen Asset Management Limited Level 6, 201 Kent St Sydney, NSW 2000 Australia
Year of Birth: 1974 |
Vice President | Since 2017 | Currently, Head of Australian Equities for Aberdeen Asset Management Limited. Mr. Penaloza joined Aberdeen Asset Managers Limited in 1997. | |||
Christian Pittard** Aberdeen Asset Managers Services Limited Bow Bells House, 1 Bread Street London United Kingdom
Year of Birth: 1973 |
President | Since 2009 | Currently, Group Head of Product Opportunities for Aberdeen Asset Investment Services Limited. Previously, Director and Vice President (2006-2008), Chief Executive Officer (from October 2005 to September 2006) and employee (since June 2005) of Aberdeen Asset Management Inc.; Member of Executive Management Committee of Aberdeen Asset Management PLC (since August 2005). | |||
Lucia Sitar** Aberdeen Asset Management Inc. 1735 Market St. 32nd Floor Philadelphia, PA 19103
Year of Birth: 1971 |
Vice President | Since 2008 | Currently, Vice President and Managing U.S. Counsel for Aberdeen Asset Management Inc. Ms. Sitar joined Aberdeen Asset Management Inc. in July 2007 as U.S. Counsel. |
* | Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are generally elected annually at the meeting of the Board of Directors next following the annual meeting of shareholders. The officers were last elected on March 9, 2016. |
** | Messrs. Andolina, Cotton, Gilbert, Goodson, Hendry, Keener and Pittard and Mses. Ferrari, Kennedy, Melia, Nichols and Sitar hold one or more officer positions with one or more of the following funds: Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Emerging Markets Equity Income Fund, Inc. , the Aberdeen Funds, Aberdeen Investment Funds, Aberdeen Japan Equity Fund, Inc., The India Fund, Inc.,. Aberdeen Global Dynamic Dividend Fund, Aberdeen Total Dynamic Dividend Fund, Aberdeen Global Premier Properties Fund and Aberdeen Income Credit Strategies Fund have the same Investment Manager and Investment Adviser as the Fund, 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 as the Fund |
Aberdeen Australia Equity Fund, Inc.
28
Corporate Information
Aberdeen Standard Investments (Asia) Limited (formerly Aberdeen Asset Management Asia Limited)
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may purchase, from time to time, shares of its common stock in the open market.
Shares of Aberdeen Australia Equity Fund, Inc. are traded on the NYSE American (formerly, NYSE Market) equities exchange under the symbol IAF. Information about the Funds net asset value and market price is available at www.aberdeeniaf.com.
This report, including the financial information herein, is transmitted to the shareholders of Aberdeen Australia Equity 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.
IAF-Annual
Item 2 Code of Ethics.
(a) | As of October 31, 2018, the Registrant had adopted a Code of Ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the Code of Ethics). |
(b) | Definitional. |
(c) | There have been no amendments during the period covered by this report, to a provision of the Code of Ethics. |
(d) | During the period covered by this report, there were no waivers to the provisions of the Code of Ethics |
(e) | Not Applicable |
(f) | A copy of the Code of Ethics has been filed as an exhibit to this Form N-CSR |
Item 3 Audit Committee Financial Expert.
The Registrants Board of Directors has determined that Peter D. Sacks, a member of the Board of Directors Audit and Valuation 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. Sacks as the Audit and Valuation Committees financial expert. Mr. Sacks is considered to be an independent director, as such term is defined in paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4 Principal Accountant Fees and Services.
(a) (d) Below is a table reflecting the fee information requested in Items 4(a) through (d):
Fiscal Year Ended |
(a) Audit Fees |
(b) Audit-Related Fees |
(c)1 Tax Fees |
(d) All Other Fees |
||||||||||||
October 31, 2018 | $ | 55,000 | $ | 0 | $ | 7,610 | $ | 0 | ||||||||
October 31, 2017 | $ | 57,000 | $ | 0 | $ | 7,750 | $ | 0 |
1 | The Tax Fees are for the completion of the Registrants federal and state tax returns. |
(e)(1) | The Registrants Audit and Valuation Committee (the Committee) has adopted a Charter that provides that the Committee shall annually select, retain or terminate, and recommend to the Independent Directors for their ratification, the selection, retention or termination, the Registrants independent auditor and, in connection therewith, to evaluate the terms of the engagement (including compensation of the independent auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Registrants investment adviser or any sub-adviser, and to receive the independent auditors specific representations as to their independence, delineating all relationships between the independent auditor and the Registrant, consistent with the PCAOB Rule 3526 or any other applicable auditing standard. |
PCAOB Rule 3526 requires that, at least annually, the auditor: (1) disclose to the Committee in writing all relationships between the auditor and its related entities and the Registrant and its related entities that in the auditors professional judgment may reasonably be thought to bear on independence; (2) confirm in the letter that, in its professional judgment, it is independent of the Registrant within the meaning of the Securities Acts administered by the SEC; and (3) discuss the auditors independence with the audit committee. The Committee is responsible for actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the independent auditor. The Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Management or the Registrants investment adviser that the Registrant, the investment adviser or their affiliated persons, employ the independent auditor to render permissible non-audit services to the Registrant and to consider whether such services are consistent with the independent auditors independence. The Committee may delegate to one or more of its members (Delegates) authority to pre-approve permissible non-audit services to be provided to the Registrant. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the Registrants periodic reports required by Section 30 of the Investment Company Act of 1940, as amended, and other documents as required under the federal securities laws. |
(e)(2) | None of the services described in each of paragraphs (b) through (d) of this Item involved a waiver of the pre-approval requirement by the Audit and Valuation Committee pursuant to Rule 2-01 (c)(7)(i)(C) of Regulation S-X. |
(f) | Not applicable. |
(g) | Non-Audit Fees |
For the fiscal years ended October 31, 2018 and October 31, 2017, respectively, KPMG billed $745,960 and $788,203 for aggregate non-audit fees for services to the Registrant and to the Registrants Investment Manager and Investment Adviser.
(h) | Not applicable. |
Item 5 Audit Committee of Listed Registrants.
(a) | The Registrant has a separately-designated standing Audit and Valuation 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, 2018, the Audit and Valuation committee members were:
P. Gerald Malone
Neville J. Miles
Peter D. Sacks
Moritz Sell
(b) | Not applicable. |
Item 6 Investments.
(a) | Included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR. |
(b) | Not applicable. |
Item 7 Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Pursuant to the Registrants Proxy Voting Policy and Procedures, the Registrant has delegated responsibility for its proxy voting to its Investment Manager and Investment Adviser, provided that the Registrants Board of Directors has the opportunity to periodically review the Investment Managers and Investment Advisers proxy voting policies and material amendments thereto.
The proxy voting policies of the Registrant are included herewith as Exhibit (d) and policies of the Investment Manager and Investment Adviser are included as Exhibit (e).
Item 8 Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) The information in the table below is as of January 4, 2019.
Individual & Position |
Services Rendered |
Past Business Experience | ||
Hugh Young Managing Director |
Responsible for equities globally from the Singapore office. | Currently member of the Executive Management Committee and Director of Aberdeen Asset Management PLC since 1991 and 2011, respectively. He has been Managing Director of Aberdeen Asset Management Asia Limited since 1991. | ||
Jason Kururangi Investment Manager Equities Asia |
Responsible for Australian equities portfolio management | Currently Investment Manager Equities. Mr. Kururangi joined Aberdeen in 2011. | ||
Michelle Lopez Investment Director |
Responsible for Australian equities portfolio management | Currently Investment Director on the Australian equities desk. She joined Aberdeen in 2004 upon graduation. | ||
Natalie Tam Investment Director |
Responsible for Australian equities portfolio management | Currently Investment Director on the Australian equity desk. She joined Aberdeen in 2005 from Deutsche Bank, where she worked as an equity research analyst. | ||
Robert Penaloza Head of Australian Equities |
Oversees management of Australian equities portfolio management | Currently Head of Australian Equities. Joined Aberdeen in 1997 as an assistant investment manager on the Asia ex-Japan equity desk. |
(a)(2) The information in the table below is as of October 31, 2018.
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 | 17 | $ | 9,197.00 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 80 | $ | 30,296.18 | 0 | $ | 0 | ||||||||||||
Other Accounts | 95 | $ | 23,130.47 | 13 | $ | 4,340.38 | ||||||||||||
Jason Kururangi | Registered Investment Companies | 6 | $ | 898.79 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 55 | $ | 17,345.83 | 0 | $ | 0 | ||||||||||||
Other Accounts | 52 | $ | 15,464.94 | 9 | $ | 3,030.69 | ||||||||||||
Michelle Lopez | Registered Investment Companies | 6 | $ | 898.79 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 55 | $ | 17,345.83 | 0 | $ | 0 | ||||||||||||
Other Accounts | 52 | $ | 15,464.94 | 9 | $ | 3,030.69 | ||||||||||||
Natalie Tam | Registered Investment Companies | 6 | $ | 898.79 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 55 | $ | 17,345.83 | 0 | $ | 0 | ||||||||||||
Other Accounts | 52 | $ | 15,464.94 | 9 | $ | 3,030.69 | ||||||||||||
Robert Penaloza | Registered Investment Companies | 6 | $ | 898.79 | 0 | $ | 0 | |||||||||||
Pooled Investment Vehicles | 55 | $ | 17,345.83 | 0 | $ | 0 | ||||||||||||
Other Accounts | 52 | $ | 15,464.94 | 9 | $ | 3,030.69 |
Total assets are as of October 31, 2018 and have been translated to U.S. dollars at a rate of £1.00 = $1.28.
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, may give rise to potential conflicts of interest in connection with their management of a Funds investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as a fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. However, Aberdeen believes that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable
only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
In some cases, another account managed by the same portfolio manager may compensate Aberdeen based on the performance of the portfolio held by that account. The existence of a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict could include instances in which securities considered as investments for the 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.
With respect to non-discretionary model delivery accounts, the Adviser will deliver model changes subsequent to commencing trading on behalf of discretionary accounts. Model changes are typically delivered on a security by security basis. The timing of such delivery is determined by the Adviser and will depend on the anticipated market impact of trading. Market impact includes, but is not limited to, factors such as liquidity and price impact. When minimal market impact is anticipated, the Adviser typically delivers security level model changes after such time when approximately two-thirds of the full discretionary order has been executed. Although the Adviser anticipates delivering model changes of such securities after approximately two-thirds of the discretionary order has been executed, the Adviser may deliver model changes prior to or substantially after two-thirds have been executed depending on prevailing market conditions and trader discretion. With respect to securities for which the Adviser anticipates a more significant market impact, the Adviser intends to withhold model deliver changes until such time when the entire discretionary order has been fully executed. Anticipated market impact on any given security is determined at the sole discretion of the Adviser based on prior market experience and current market conditions. Actual market impact may vary significantly from anticipated market impact. Notwithstanding the aforementioned, the Adviser may provide order instructions simultaneously or prior to completion of trading for other accounts if the trade represents a relatively small proportion of the average daily trading volume of the particular security or other instrument.
The Adviser does not trade for non-discretionary model delivery clients. Because model changes may be delivered to non-discretionary model clients prior to the completion of the Advisers discretionary account trading, The Adviser may compete against these clients in the market when attempting to execute its orders for its discretionary accounts. As a result, discretionary clients may experience negative price and liquidity impact due to multiple market participants attempting to trade in a similar direction on the same security.
Timing delays or other operational factors associated with the implementation of trades may result in non-discretionary and model delivery clients receiving materially different prices relative to other client accounts. This may create performance dispersions within accounts with the same or similar investment mandate.
Investment decisions for strategies that have model delivery clients may cause a fund to compete against such model delivery clients that hold and trade in a same security as a fund.
(a)(3)
Aberdeens remuneration policies are designed to support its business strategy as a leading international asset manager. The objective is to attract, retain and reward talented individuals for the delivery of sustained, superior returns for Aberdeens clients and shareholders. Aberdeen operates in a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.
Aberdeens policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The aggregate value of awards in any year is dependent on the Aberdeen groups overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards, which are payable to all members of staff, are determined by a rigorous assessment of achievement against defined objectives.
A long-term incentive plan for key staff and senior employees comprises of a mixture of cash and deferred shares in Aberdeen PLC, or after August 2017, Standard Life Aberdeen plc, or select Aberdeen funds (where applicable). Overall compensation packages are designed to be competitive relative to the investment management industry.
Base Salary
Aberdeens policy is to pay a fair salary commensurate with the individuals role, responsibilities and experience, and having regard to the market rates being offered for similar roles in the asset management sector and other comparable companies. Any increase is generally to reflect inflation and is applied in a manner consistent with other Aberdeen employees; any other increases must be justified by reference to promotion or changes in responsibilities.
Annual Bonus
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 Aberdeen groups overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by the Remuneration Committee.
Aberdeen has a deferral policy which is intended to assist in the retention of talent and to create additional alignment of executives interests with Aberdeens sustained performance and, in respect of the deferral into funds, managed by Aberdeen, to align the interest of asset managers with our clients.
Staff performance is reviewed formally at least once a year. The review process evaluates the various aspects that the individual has contributed to Aberdeen, and specifically, in the case of portfolio managers, to the relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to presenting the team externally are also evaluated.
In the calculation of a portfolio management teams bonus, Aberdeen takes into consideration investment matters (which include the performance of funds, adherence to the company investment process, and quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations. To the extent performance is factored in, such performance is not judged against any specific benchmark and is evaluated over the period of a year - January to December. The pre- or after-tax performance of an individual account is not considered in the determination of a portfolio managers discretionary bonus; rather the review process evaluates the overall performance of the team for all of the accounts the team manages.
Portfolio manager performance on investment matters is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process. A combination of the teams and individuals performance is considered and evaluated.
Although performance is not a substantial portion of a portfolio managers compensation, Aberdeen also recognizes that fund performance can often be driven by factors outside ones control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core process by sticking to disciplines and processes set, regardless of momentum and hot themes. Short-terming is thus discouraged and trading-oriented managers will thus find it difficult to thrive in the Aberdeen environment. Additionally, if any of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via Aberdeens dynamic compliance monitoring system.
(a)(4)
Individual |
Dollar Range of Equity Securities in the Registrant Beneficially Owned by the Portfolio Manager as of October 31, 2018 |
|||
Hugh Young | $ | 1-10,000 | ||
Jason Kururangi | $ | 0 | ||
Michelle Lopez | $ | 0 | ||
Natalie Tam | $ | 0 | ||
Robert Penaloza | $ | 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 Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1 |
(d) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs 1 |
||||||||||||
November 1, 2017 through November 30, 2017 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
December 1, 2017 through December 31, 2017 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
January 1, 2018 through January 31, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
February 1, 2018 through February 28, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
March 1, 2018 through March 31, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
April 1, 2018 through April 30, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
May 1, 2018 through May 31, 208 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
June 1, 2018 through June 30, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
July 1, 2018 through July 31, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
August 1, 2018 through August 31, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
September 1, 2018 through September 30, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
October 1, 2018 through October 31, 2018 | 0 | $ 0 | 0 | 2,274,233 | ||||||||||||
Total |
0 | $ 0 | 0 | |
1 | The Registrants stock repurchase program was announced on March 19, 2001 and further amended by the Registrants Board of Directors on December 12, 2007. Under the terms of the current program, the Registrant is permitted to repurchase up to 10% of its outstanding shares of common stock, par value $.01 per share, on the open market during any 12 month period. |
Item 10 Submission of Matters to a Vote of Security Holders.
During the period ended October 31, 2018, there were no material changes to the procedures by which shareholders may recommend nominees to the Registrants Board of Directors.
Item 11- Controls and Procedures.
(a) | The Registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d15(b)). |
(b) | There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the Registrants last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12 - Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable
Item 13 Exhibits.
(a)(1) | Code of Ethics of the Registrant for the period covered by this report as required pursuant to Item 2 of this Form N-CSR. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended. |
(a)(3) | Not applicable. |
(a)(4) | Not applicable |
(b) | Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended. |
(c) | A copy of the Registrants notices to stockholders, which accompanied distributions paid, pursuant to the Registrants Managed Distribution Policy since the Registrants last filed N-CSR, are filed herewith as Exhibits 13(c)(1), as required by the terms of the Registrants SEC exemptive order. |
(d) | Proxy Voting Policy of Registrant. |
(e) | Investment Managers and Investment Advisers Proxy Voting Policies |
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.
Aberdeen Australia Equity Fund, Inc. | ||||
By: | /s/ Christian Pittard | |||
Christian Pittard, | ||||
Principal Executive Officer of | ||||
Aberdeen Australia Equity Fund, Inc. | ||||
Date: January 7, 2019 |
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/ Christian Pittard | |||
Christian Pittard, | ||||
Principal Executive Officer of | ||||
Aberdeen Australia Equity Fund, Inc. | ||||
Date: January 7, 2019 | ||||
By: | /s/ Andrea Melia | |||
Andrea Melia, | ||||
Principal Financial Officer of | ||||
Aberdeen Australia Equity Fund, Inc. | ||||
Date: January 7, 2019 |
EXHIBIT LIST
13(a)(1) Code of Ethics of the Registrant for the period covered by this report as required pursuant to Item 2 of this Form N-CSR.
13(a)(2) Rule 30a-2(a) Certifications
13(b) Rule 30a-2(b) Certifications
13(c) Distribution notice to stockholders
13(d) Registrants Proxy Voting Policies
13(e) Investment Managers and Investment Advisers Proxy Voting Policies
CODE OF ETHICS (SOX)
(Principal Executive Officer/President and Principal Financial Officer/Treasurer)
I. | Purpose of the Code/Covered Officers |
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (SEC) has adopted rules requiring annual disclosure of an investment companys code of ethics applicable to its principal executive, principal financial and principal accounting officers. The Funds have adopted this Code of Ethics (the Code) pursuant to these rules. The Code applies to the series (each a Fund). The Code specifically applies to each Funds President/Principal Executive Officer and Treasurer/Principal Financial Officer (Covered Officers) for the purpose of promoting:
| honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submits to, the SEC and in other public communications made by the Funds; |
| compliance with applicable laws, rules and regulations; |
| an environment that encourages disclosure of ethical and compliance related concerns; |
| the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code without fear of reprisal; and |
| accountability for adherence to the Code. |
The Covered Officers are integral to the Funds goal of creating a culture of high ethical standards and commitment to compliance. In their roles, the Covered Officers will refrain from engaging in any activity that may compromise their professional ethics or otherwise prejudice their ability to carry out their duties to the Funds. They will act in good faith, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.
II. | Actual and Apparent Conflicts of Interest |
Overview: A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or service to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper benefits as a result of his or her position with the Funds.
Certain conflicts of interest arise out of the relationship between Covered Officers and each Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the 1940 Act) and the Investment Advisers Act of 1940 (the Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as affiliated persons of the Funds. Each Funds Adviser and Sub-adviser (the adviser(s)) have adopted and implemented respective compliance programs and procedures that are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent
conflicts of interest and should encourage his or her colleagues who provide service to the Funds, whether directly or indirectly, to do the same.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between each Fund and the investment adviser (and distributor to the Aberdeen open-end funds) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or the investment adviser or for both), be involved in establishing policies and implementing decisions that will have different effects on the investment adviser, distributor and the Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of each Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds Board that the Covered Officers may also be officers or employees of the Funds.
Other conflicts of interest are covered by this Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Funds. A defining question is, What is the long term interest of current shareholders? The following list provides examples of conflicts of interest under this Code, but Covered Officers should keep in mind that these examples are not exhaustive.
Each Covered Officer must:
| not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would directly or indirectly benefit personally to the detriment of the Funds; |
| not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; |
| not use material non-public knowledge of Fund transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; |
| report at least annually affiliations or other relationships related to conflicts of interest covered by the Funds Directors and Officers Questionnaire. |
Any activity or relationship that would present a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if a member of the Covered Officers family engages in such activity or has such a relationship. There are some conflict of interest situations that should always be discussed with the Compliance Officer prior to their occurrence, or if foreseen, as soon as reasonably possible after discovery. Examples of these include:
| service on the board of any public company; |
| any outside business activity that detracts from the ability of a Covered Officer to devote appropriate time and attention to his or her responsibilities as a Covered Officer of the Funds; |
| the receipt of any non-nominal gifts in excess of $100.00; |
| the receipt of any entertainment from any company with which the Funds has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; |
| any ownership interest in, or any consulting or employment relationship with any of the Funds service providers, other than its investment adviser, investment sub-adviser, principal underwriter, administrator or any affiliated person thereof; |
| a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Funds for effecting Fund transactions or for selling or redeeming shares other than an interest arising from the Covered Officers employment, such as compensation or equity ownership. |
III. | Definitions |
(A) Covered Officer with respect to a Fund means the principal executive officer of the Fund and senior financial officers of the Fund, including the principal financial officer, controller or principal accounting officer, or persons performing similar functions, regardless of whether these persons are employed by the Fund or a third party.
(B) Executive Officer of a Fund has the same meaning as set forth in Rule 3b-7 under the Securities Exchange Act of 1934, as amended. Subject to any changes in that rule, the term executive officer, when used in the Code, means the president, any vice president, any officer who performs a policy making function, or any other person who performs similar policy making functions for a Fund.
(C) Waiver means the approval by a Funds CCO of a material departure from a provision of the Code. Waiver includes an Implicit Waiver, which is a Funds failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to an Executive Officer of the Fund.
IV. | Disclosure and Compliance |
Each Covered Officer:
| should familiarize himself with the disclosure requirements generally applicable to the Funds; |
| should not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including the Funds Board and auditors, and to governmental regulators and self-regulatory organizations; |
| should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the Advisers with the goal of promoting comprehensive, fair, accurate, timely and understandable disclosure in reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; |
| should cooperate with the each Funds independent accountants, regulatory agencies, and internal auditors in their review of the Funds and its operations; |
| should ensure the establishment of appropriate policies and procedures for the protection and retention of accounting records and information as required by applicable law, regulation, or regulatory guidelines and establish and administer financial controls that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the Funds safe and sound operation; and |
| has the responsibility to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
V. | Reporting and Accountability |
Each Covered Officer must:
| upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing that he has received, read, and understands this Code; |
| annually thereafter affirm that he has complied with the requirements of this Code; |
| not retaliate against any other Covered Officer or any employee of the Adviser, or their affiliated persons, or any other employee of a private contractor that provides service to the Funds, for reports of potential violations that are made in good faith; and |
| notify the Funds CCO promptly if he or she knows or suspects that a violation of applicable laws, regulations, or of this Code has occurred, is occurring, or is about to occur. Failure to do so is itself a violation of this Code. |
See Exhibit A for the form of PEO/PFO certification.
The Funds CCO is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or Waivers sought by the President will be considered by the Funds Audit Committee.
The Funds will follow these procedures in investigating and enforcing this Code.
| The Funds Compliance Officer will take all appropriate action to investigate any potential violations reported to him/her. |
| If, after such investigation, the Compliance Officer believes that no violation has occurred, he or she is not required to take any further action. The Compliance Officer is authorized to consult, as appropriate, with the chair of the Audit Committee and Counsel to the Independent Board, and is encouraged to do so after consultation with each Funds President when, in the Compliance Officers opinion such consultation will not increase the risk to shareholders. |
| Any matter that the Compliance Officer believes is a violation will be reported to the Audit Committee (the Committee). |
| If the Committee concurs that a violation has occurred, it will inform and make a recommendation to the full Board, which will consider appropriate action, which may include review of and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its Board; or a recommendation to dismiss the Covered Officer. |
| Each Funds Board will be responsible for granting Waivers, as appropriate. |
| Any changes to or Waivers of this Code will, to the extent required, be disclosed as provided by the SEC rules. |
VI. | Sanctions |
The matters covered in the Code are of the utmost importance to the Funds and their stockholders and are essential to each Funds ability to conduct its business in accordance with its stated values. Each Covered Officer and each Executive Officer is expected to adhere to these rules
(to the extent applicable) in carrying out his or her duties for the Funds. The conduct of each Covered Officer and each Executive Officer can reinforce an ethical atmosphere and positively influence the conduct of all officers, employees and agents of the Funds. A Fund will, if appropriate, take action against any Covered Officer whose actions are found to violate the Code. Appropriate sanctions for violations of the Code will depend on the materiality of the violation to the Fund.
Sanctions may include, among other things, a requirement that the violator undergo training related to the violation, a letter or sanction or written censure by the Board, the imposition of a monetary penalty, suspension of the violator as an officer of a Fund or termination of the employment of the violator. If a Fund has suffered a loss because of violations of the Code, the Fund may pursue remedies against the individuals or entities responsible.
VII. | Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by the Funds for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities if the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds and Advisers code of ethics under Rule 17j-1 under the Investment Company Act of 1940 are not part of this Code.
VIII. | Amendments |
Any amendments to this Code must be approved or ratified by a majority vote of the each Funds Board, including a majority of Independent Board members.
IX. | Confidentiality |
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its Counsel.
X. | Internal Use |
This Code is intended solely for internal use by the Funds and does not constitute an admission, by or on behalf of the Funds, as to any fact, circumstance, or legal conclusion. This Code is a statement of certain fundamental principles, policies, and procedures that govern the Covered Officers in the conduct of each Funds business. It is not intended and does not create any rights in any employee, investor, supplier, creditor, shareholder or any other person.
Exhibit A
CODE OF ETHICS
PURSUANT TO THE SARBANES-OXLEY ACT OF 2002
Initial and Annual Certification of Compliance
Name (please print)
This is to certify that I have received a copy of the Code of Ethics Pursuant to the Sarbanes-Oxley Act of 2002 (Code) for the following Funds:
List of Funds
I have read and understand the Code. Moreover, I agree to promptly report to the Chief Compliance Officer any violation or possible violation of this Code of which I become aware. I understand that violation of the Code will be grounds for disciplinary action or dismissal.
Check one:
Initial
[ ] | I further certify that I am subject to the Code and will comply with each of the Codes provisions to which I am subject. |
Annual
[ ] | I further certify that I have complied with and will continue to comply with each of the provisions of the Code to which I am subject. |
Signature | Date | |||
Received by (name and title): | Date |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT
AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Andrea Melia, certify that:
1. I have reviewed this report on Form N-CSR of Aberdeen Australia Equity Fund, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: January 7, 2019 |
/s/ Andrea Melia |
Andrea Melia |
Principal Financial Officer |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT
AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Christian Pittard, certify that:
1. I have reviewed this report on Form N-CSR of Aberdeen Australia Equity Fund, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: January 7, 2019 |
/s/ Christian Pittard |
Christian Pittard |
Principal Executive Officer |
CERTIFICATION PURSUANT TO RULE 30A-2(B) UNDER THE 1940 ACT AND
SECTION 906 OF THE SARBANES-OXLEY ACT
Christian Pittard, Principal Executive Officer, and Andrea Melia, Principal Financial Officer, of Aberdeen Australia Equity Fund, Inc., a Maryland corporation (the Registrant), each certify that:
1. | The Registrants periodic report on Form N-CSR for the period ended October 31, 2018 (the Form N-CSR) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, as applicable; and |
2. | The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
PRINCIPAL EXECUTIVE OFFICER |
Aberdeen Australia Equity Fund, Inc. |
/s/ Christian Pittard |
Christian Pittard |
Date: January 7, 2019 |
PRINCIPAL FINANCIAL OFFICER |
Aberdeen Australia Equity Fund, Inc. |
/s/ Andrea Melia |
Andrea Melia |
Date: January 7, 2019 |
This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
Aberdeen Australia Equity Fund, Inc.
NYSE MKT: IAF Cusip: 003 011 103
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
DISTRIBUTION NOTICE
Aberdeen Australia Equity Fund, Inc. (NYSE American: IAF) (the Fund), a closed-end equity fund, today announced that it paid on October 2, 2018, a quarterly distribution of US$0.16 per share to all shareholders of record as of September 24, 2018.
Your Funds policy is to provide investors with a stable distribution rate. Each quarterly distribution will be paid out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
Under U.S. tax rules applicable to the Fund, the amount and character of distributable income for each fiscal year can be finally determined only as of the end of the Funds fiscal year. However, under Section 19 of the Investment Company Act of 1940, as amended (the 1940 Act) and related Rules, the Fund may be required to indicate to shareholders the source of certain distributions to shareholders.
The following table sets forth the estimated amounts of the sources of the distribution for purposes of Section 19 of the 1940 Act and the Rules adopted thereunder. The table has been computed based on generally accepted accounting principles. The table includes estimated amounts and percentages for this distribution and for the cumulative distributions paid fiscal year to date (11/01/2017 08/31/2018), from the following sources: net investment income; net realized short-term capital gains; net realized long-term capital gains; and return of capital. The estimated composition of the distributions may vary from quarter to quarter because the estimated composition may be impacted by future income, expenses and realized gains and losses on securities and currencies.
Estimated Amounts of Current Quarterly Distribution per share ($) |
Estimated Amounts of Current Quarterly Distribution per share (%) |
Estimated Amounts of Fiscal Year to Date Cumulative Distributions per share ($) |
Estimated Amounts of Fiscal Year to Date Cumulative Distributions per share (%) |
|||||||||||||
Net Investment Income | $ | 0.0400 | 25 | % | $ | 0.1600 | 25 | % | ||||||||
Net Realized Short-Term Capital Gains* | | | | | ||||||||||||
Net Realized Long-Term Capital Gains | $ | 0.0592 | 37 | % | $ | 0.2368 | 37 | % | ||||||||
Return of Capital | $ | 0.0608 | 38 | % | $ | 0.2432 | 38 | % | ||||||||
Total (per common share) | $ | 0.1600 | 100 | % | $ | 0.6400 | 100 | % |
* | includes currency gains |
The Fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Funds investment performance and should not be confused with yield or income.
Shareholders should not draw any conclusions about the Funds investment performance from the amount of the Funds current distributions or from the terms of the distribution policy (the Distribution Policy).
The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax reporting purposes. The final determination of the source of all distributions in 2018 will be made after year-end. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Funds investment experience during the remainder of the fiscal year and may be subject to change based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
The following table provides information regarding the Funds total return performance based on net asset value (NAV) over various time periods compared to the Funds annualized and cumulative distribution rates.
Average Annual Total Return on NAV for the 5 Year Period Ending 08/31/20181 |
4.20 | % | ||
Current Fiscal Periods Annualized Distribution Rate on NAV2 | 10.31 | % | ||
Fiscal Year to Date (11/01/2017 to 08/31/2018) |
| |||
Cumulative Total Return on NAV1 | 4.81 | % | ||
Cumulative Distribution Rate on NAV2 | 7.73 | % |
1 | Return data is net of all fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained under the Funds dividend reinvestment plan. |
2 | Based on the Funds NAV as of August 31, 2018. |
While NAV performance may be indicative of the Funds investment performance, it does not measure the value of a shareholders investment in the Fund. The value of a shareholders investment in the Fund is determined by the Funds market price, which is based on the supply and demand for the Funds shares in the open market.
Pursuant to an exemptive order granted by the Securities and Exchange Commission on March 30, 2010, the Fund may distribute any long-term capital gains more frequently than the limits provided in Section 19(b) under the 1940 Act and Rule 19b-1 thereunder. Therefore, distributions paid by the Fund during the year may include net income, short-term capital gains, long-term capital gains and/or a return of capital. Net income dividends and short-term capital gain dividends, while generally taxable at ordinary income rates, may be eligible, to the extent of qualified dividend income earned by the Fund, to be taxed at a lower rate not to exceed the maximum rate applicable to your long-term capital gains. Distributions made in any calendar year in excess of investment company taxable income and net capital gain are treated as taxable ordinary dividends to the extent of undistributed earnings and profits, and then as a return of capital that reduces the adjusted basis in the shares held. To the extent return of capital distributions exceed the adjusted basis in the shares held, capital gain is recognized with a holding period based on the period the shares have been held at the date such amount is received. Shareholders should not draw any conclusions about the Funds investment performance from the terms of the distribution policy. The final determination of the source of all distributions will be made after year-end. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Funds investment experience during the fiscal year and may be subject to change based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report distributions for federal income tax purposes.
The payment of distributions in accordance with the Distribution Policy may result in a decrease in the Funds net assets. A decrease in the Funds net assets may cause an increase in the Funds annual operating expense ratio and a decrease in the Funds market price per share to the extent the market price
correlates closely to the Funds net asset value per share. The Distribution Policy may also negatively affect the Funds investment activities to the extent that the Fund is required to hold larger cash positions than it typically would hold or to the extent that the Fund must liquidate securities that it would not have sold, for the purpose of paying the distribution. The Funds Board of Directors has the right to amend, suspend or terminate the Distribution Policy at any time. The amendment, suspension or termination of the Distribution Policy may affect the Funds market price per share. Investors should consult their tax advisor regarding federal, state and local tax considerations that may be applicable in their particular circumstances.
Circular 230 disclosure: To ensure compliance with requirements imposed by the U.S. Treasury, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
Aberdeen Standard Investments is a brand of the investment businesses of Aberdeen Asset Management and Standard Life Investments. In the United States, Aberdeen Standard Investments is the marketing name for the following affiliated, registered investment advisers: Aberdeen Asset Management Inc., Aberdeen Asset Managers Ltd., Aberdeen Standard Investments Australia Limited (formerly known as Aberdeen Asset Management Ltd.)., Aberdeen Standard Investments (Asia) Limited (formerly known as Aberdeen Asset Management Asia Ltd.)., Aberdeen Asset Capital Management, LLC, Standard Life Investments (Corporate Funds) Ltd., and Standard Life Investments (USA) Ltd.
Closed-end funds are traded on the secondary market through one of the stock exchanges. The Funds investment return and principal value will fluctuate so that an investors shares may be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the NAV of the funds portfolio. There is no assurance that the Fund will achieve its investment objective. Past performance does not guarantee future results.
PROXY VOTING POLICY
I. | Generally |
Rules adopted by the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, as amended (the 1940 Act) require the Funds to disclose publicly its proxy voting policies and procedures, as well as its actual proxy votes. The SEC rules also permit the Funds to delegate its proxy voting responsibilities to the Funds Investment Manager, Investment Adviser, and Sub-advisers (collectively the Advisers). In connection with this ability to delegate proxy voting responsibilities, the SEC has adopted rules under the Investment Advisers Act of 1940, as amended, that require the Advisers to adopt and implement written proxy voting policies and procedures that are reasonably designed to ensure that it votes proxies on behalf of its clients, when given such authority, in the best interests of those clients.
Consistent with the SECs requirements, the Funds have delegated responsibility for voting its proxy to the Funds Investment Manager, Investment Adviser and Sub-advisers. The Advisers have adopted proxy voting policies and procedures to ensure the proper, and timely, voting of the proxies on behalf of the Funds. Moreover, the Advisers will assist the Funds in the preparation of each Funds complete proxy voting record on Form N-PX for the twelve-month period ended June 30, by no later than August 31 of each year.
II. | Procedures |
Each Fund shall ensure that its investment manager, investment adviser and sub-advisers are compliant with applicable rules and regulations. These rules and regulations require, in part, that each Fund disclose how it votes each proxy. The rules and regulations also require that the Advisers disclose that they have (1) adopted and implemented proxy voting policies; and (2) adopted procedures regarding how each portfolio security is voted in relation to each Fund. The Adviser must disclose that the procedures are the following:
1. | are written; |
2. | are reasonably designed to ensure that the adviser votes proxies in the best interest of the advisers clients; |
3. | describe the advisers proxy voting procedures to the advisers clients and provides copies of the advisers proxy voting procedures on request; |
4. | set forth the process by which the adviser evaluates the issues presented by a proxy and records the advisers decision about how the proxy will be voted; |
5. | establish procedures for the identification and handling of proxies that involve material conflicts of interest with the advisers clients; and |
6. | disclose to the advisers clients how the clients may obtain information on how the adviser voted the clients proxies. |
The Funds also shall disclose to shareholders the policies and procedures that are used to determine how to vote proxies. The Funds include in the Funds statement of additional information appropriate summary disclosure regarding the proxy voting policies and procedures of the Funds adviser and sub-advisers, and any third party retained by the Funds investment adviser or sub-adviser to determine how to vote proxies. In addition, as required by the financial statements requirements of Form N-1A and N-2, the Funds financial statements must include a statement that a
description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available, without charge: (i) upon request, by calling a specified toll-free (or collect) telephone number; or (ii) on the Funds website; and (iii) on the SEC website at www.sec.gov.
The Funds also shall file with the SEC, on an annual basis, the complete proxy voting record of each Fund on Form N-PX for the twelve-month period ending June 30th, by no later than August 31st of each year, which Report on Form N-PX shall be executed by the principal executive officer of the each Fund. Each Funds proxy voting record on the Form N-PX Report shall be made available by each Fund, without charge, upon request, by calling specified toll-free (or collect) telephone number (but is not available on the Funds website). If a Fund receives a telephonic request for a proxy voting record, the Fund shall send the requested information disclosed in the Funds most-recently filed Report on Form N-PX within three (3) business days of the receipt of the request for this information, by first-class mail or other means designed to ensure equally prompt delivery.
Sub-advisers to the Funds must have procedures and internal controls to ensure compliance with proxy voting regulations. Specifically, the sub-advisers must have procedures for the reporting of proxy voting, and communicating changes in proxy voting policies to the Funds. Prior to Board approval of new advisers, the Chief Compliance Officer (CCO) reviews the proxy voting policies and procedures of the sub-adviser. The CCO ensures that any inadequate procedures or controls of a sub-adviser are reported to the Board and must be corrected in a timely manner.
Aberdeen U.S. Registered Advisers (the Aberdeen Advisers)
Proxy Voting Guidelines
Effective as of June 1, 2017
Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the Advisers Act) requires the Aberdeen Advisers to vote proxies in a manner consistent with clients best interest and must not place its interests above those of its clients when doing so. It requires the Aberdeen Advisers to: (i) adopt and implement written policies and procedures that are reasonably designed to ensure that the Aberdeen Advisers vote proxies in the best interest of the clients, and (ii) to disclose to the clients how they may obtain information on how the Aberdeen Advisers voted proxies. In addition, Rule 204-2 requires the Aberdeen Advisers to keep records of proxy voting and client requests for information.
As registered investment advisers, the Aberdeen Advisers have an obligation to vote proxies with respect to securities held in its client portfolios in the best economic interests of the clients for which it has proxy voting authority.
The Aberdeen Advisers invest for the clients portfolios in companies globally and actively target investment in those companies with sound corporate governance practices. The Aberdeen Advisers are committed to exercising responsible ownership with a conviction that companies adopting best practices in corporate governance will be more successful in their core activities and deliver enhanced returns to shareholders.
Aberdeen and its affiliated U.S. registered advisers (the Aberdeen Advisers) have adopted a proxy voting policy. The proxy voting policy is designed and implemented in a way that is reasonably expected to ensure that proxies are voted in the best interests of clients.
Voting decisions are made by the Aberdeen Advisers investment managers, and are based on their knowledge of the company and discussions with management Aberdeen Advisers investment managers consider explanations from companies about their compliance with relevant corporate governance codes and may refer to independent research from voting advisory services in reaching a voting decision. Where contentious issues arise in relation to motions put before a shareholders meeting, Aberdeen Advisers will usually contact the management of the company to exchange views and give management the opportunity to articulate its position. The long term nature of the relationships that we develop with investee company boards should enable us to deal with any concerns that we may have over strategy, the management of risk or governance practices directly with the chairman or senior independent director. In circumstances where this approach is unsuccessful, Aberdeen Advisers are prepared to escalate their intervention by expressing their concerns through the companys advisers, through interaction with other shareholders or attending and speaking at General Meetings.
As an independent asset manager, Aberdeen is free of many of the conflicts of interest that can compromise the implementation of a rigorous and objective proxy voting policy. However, in managing third party money on behalf of clients, there are a limited number of situations where potential conflicts of interest could arise in the context of proxy voting. One case is where funds are invested in companies that are either clients or related parties of clients. Another case is where one fund managed by Aberdeen invests in other funds managed by Aberdeen.
For cases involving potential conflicts of interest, Aberdeen Advisers have implemented procedures to ensure the appropriate handling of proxy voting decisions. The guiding principle of Aberdeen
Advisers conflicts of interest policy is simple to exercise our right to vote in the best interests of the clients on whose behalf we are managing funds.
The first step is to identify any significant potential conflicts of interest in advance by highlighting those stocks where a potential conflict may arise. These stocks are recorded in a conflicts of interest database.
The provisional voting decision made by a fund manager or other individual will be compared against any third party proxy voting research or recommendations. For those cases where there is a contentious issue, including among others those cases where there is a difference between the provisional voting decision and the third party voting recommendation, the rationale will need to be more detailed than in a standard case. The process for handling these cases will be overseen by the designated corporate governance specialist, but in active portfolios the final decision on contentious proxy voting matters rests with the respective regional head of equities.
This policy has been developed by the Aberdeen corporate governance working group. The implementation of this policy, along with the conflicts of interest database, will be reviewed periodically by the group. Aberdeens Corporate Governance Policy and Principles are published on our website:
http://www.aberdeenasset.com/doc.nsf/Lit/CorporateGovernanceGroupPrinciples
To the extent that an Aberdeen Adviser may rely on sub-advisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis, the Aberdeen Adviser may delegate responsibility for voting proxies to the sub-adviser. However, such sub-advisers will be required either to follow these Policies and Procedures or to demonstrate that their proxy voting policies and procedures are consistent with these Policies and Procedures or otherwise implemented in the best interests of the Aberdeen Advisers clients.
Upon request, the Aberdeen Advisers will provide clients with a copy of these Policies and Procedures, as revised from time to time.
As disclosed in Part 2A of each Aberdeen Advisers Form ADV, a client may obtain information on how its proxies were voted by requesting such information from its Aberdeen Adviser. Unless specifically requested by a client in writing, and other than as required for the Funds, the Aberdeen Advisers do not generally disclose client-specific proxy votes to third parties.
Our proxy voting records are available per request and on the SECs website at SEC.gov.
ERISA
The U.S. Department of Labor (DOL) has indicated that an investment adviser with a duty to vote proxies has an obligation to take reasonable steps under the circumstances to ensure that it receives the proxies. Failure to take any action to reconcile proxies would cause Aberdeen to fail to satisfy ERISAs fiduciary responsibility provisions. Appropriate steps include informing the Plan sponsor and its trustees, bank custodian or broker/dealer custodian of the requirement that all proxies be forwarded to the adviser and making periodic reviews during the proxy season, including follow-up letters and phone calls if necessary. When voting proxies, an investment manager must consider proxies as a Plan asset and vote only in the best economic interests of the Plan participants, vote consistently among clients, and avoid specific client voting instructions about voting proxies.
DOL has provided investment managers with the following guidance about their ERISA responsibilities, including proxy voting, compliance with written statements of investment policy, and active monitoring of corporate management by Plan fiduciaries:
i. | Where the authority to manage Plan assets has been delegated to an investment manager, only the investment manager has authority to vote proxies, except when the named fiduciary has reserved to itself or to another named fiduciary (as authorized by the plan document) the right to direct a Plan trustee regarding the voting of proxies. |
ii. | Investment managers, as Plan fiduciaries, have a responsibility to vote proxies on foreign issues that may affect the value of the shares in the Plans portfolio and will vote such proxies unless the cost of doing so cannot be justified. |
iii. | An investment manager is required to comply with statements of investment policy, unless compliance with the guidelines in a given instance would be imprudent and therefore failure to follow the guidelines would not violate ERISA. ERISA does not shield the investment manager from liability for imprudent actions taken in compliance with a statement of investment policy. |
On occasions when it is deemed to be a fiduciary for an ERISA clients assets, Aberdeen will vote the Plan assets in accordance with Aberdeens Proxy Voting Policy. Aberdeen will provide each ERISA client (upon request) with proxy voting records to demonstrate how proxies for securities held in the portfolio were voted.
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