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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: |
811-08266 |
|
|
Exact name of registrant as specified in charter: |
The India Fund, Inc. |
|
|
Address of principal executive offices: |
1900 Market Street, Suite 200 |
|
Philadelphia, PA 19103 |
|
|
Name and address of agent for service: |
Sharon Ferrari |
|
abrdn Inc. |
|
1900 Market Street, Suite 200 |
|
Philadelphia, PA 19103 |
|
|
Registrant’s telephone number, including area code: |
1-800-522-5465 |
|
|
Date of fiscal year end: |
December 31 |
|
|
Date of reporting period: |
December 31, 2023 |
Item 1. Reports to Stockholders.
The India Fund, Inc. (IFN)
Annual Report
December 31, 2023
Managed Distribution Policy (unaudited)
The Board of Directors of The India 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 average daily net asset value (“NAV”) for the previous three months as of the month-end prior to declaration.
The Fund’s distributions will be paid in newly issued shares of common stock of the Fund to all shareholders who have not otherwise elected to receive cash. Shareholders may request to be paid their quarterly distributions in cash instead of shares of common stock by providing advance notice to the bank, brokerage or nominee who holds their shares if the shares are in “street name” or by filling out in advance an election card received from Computershare Investor Services if the shares are in registered form.
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 Fund’s MDP exemptive order. The Fund’s 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 Fund’s investment performance from the amount of distributions or from the terms of the Fund’s MDP.
Distribution Disclosure Classification (unaudited)
The Fund’s 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 Fund’s fiscal year,
December 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 distributions for the fiscal year ended December 31, 2023 consisted of 100% net realized long-term capital gains.
In January 2024, a Form 1099-DIV was sent to shareholders, which stated the final amount and composition of distributions and provided information with respect to their appropriate tax treatment for the 2023 calendar year.
Letter to Shareholders (unaudited)
Dear Shareholder,
We present the Annual Report, which covers the activities of The India Fund, Inc. (the “Fund”), for the fiscal year ended December 31, 2023.
The Fund’s investment objective is long-term capital appreciation, which the Fund seeks to achieve by investing primarily in the equity securities of Indian companies.
Total Investment Return1
For the fiscal year ended December 31, 2023, the total return to shareholders of the Fund based on the net asset value (“NAV”) and market price of the Fund, respectively, compared to the Fund’s benchmark is as follows:
NAV2,3 |
21.29% |
Market Price2 |
36.55% |
MSCI India Index (Net Daily Total Return)4 |
20.81% |
For more information about Fund performance, please visit the Fund on the web at www.abrdnifn.com. Here, you can view quarterly commentary on the Fund's performance, monthly fact sheets, distribution and performance information, and other Fund literature.
NAV, Market Price and Premium(+)/Discount(-)
The below table represents comparison from current fiscal year end to prior fiscal year end of market price to NAV and associated Premium(+) and Discount(-).
|
|
|
|
|
NAV |
Closing Market Price |
Premium(+)/ Discount(-) |
12/31/2023 |
$17.87 |
$18.29 |
2.35% |
12/31/2022 |
$16.29 |
$14.81 |
-9.09% |
During the fiscal year ended December 31, 2023, the Fund’s NAV was within a range of $15.15 to $17.87 and the Fund’s market price traded within a range of $14.48 to $18.40. During the fiscal year ended December 31, 2023, the Fund’s shares traded within a range of a premium(+)/discount(-) of 7.05% to -6.96%.
Managed Distribution Policy
The Fund has a managed distribution policy of paying quarterly distributions at an annual rate, set once a year, that is a percentage of the average daily NAV for the previous three months as of the month-end prior to declaration. In February 2024, the Board determined the rolling distribution rate to be 10% for the 12-month period commencing with the distribution payable in June 2024. This policy will be subject to regular review by the Board. The distributions will be made from current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital, which is a nontaxable return of capital.
On February 9, 2024, the Fund announced that it will pay on March 28, 2024, a stock distribution of US $0.43 per share to all shareholders of record as of February 22, 2024. This stock distribution will automatically be paid in newly issued shares of the Fund unless otherwise instructed by the shareholder. Shares of common stock will be issued at the lower of the NAV per share or the market price per share with a floor for the NAV of not less than 95% of the market price. Fractional shares will generally be settled in cash, except for registered shareholders with book entry accounts at Computershare Investor Services who will have whole and fractional shares added to their account.
Shareholders may request to be paid their quarterly distributions in cash instead of shares of common stock by providing advance notice to the bank, brokerage or nominee who holds their shares if the shares are in “street name” or by filling out in advance an election card received from Computershare Investor Services if the shares are in registered form.
The Fund is covered under exemptive relief received by the Fund’s investment manager from the U.S. Securities and Exchange Commission (“SEC”) that allows the Fund to distribute long-term capital gains as frequently as monthly in any one taxable year.
{foots1}
1 |
Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than original cost. Current performance may be lower or higher than the performance quoted. NAV return data include investment management fees, custodial charges and administrative fees (such as Director and legal fees) and assumes the reinvestment of all distributions. |
{foots1}
2 |
Assuming the reinvestment of dividends and distributions. |
{foots1}
3 |
The Fund’s total return is based on the reported NAV for each financial reporting period end and may differ from what is reported on the Financial Highlights due to financial statement rounding or adjustments. |
{foots1}
4 |
The MSCI India Index (Net Daily Total Return) is designed to measure the performance of the large and mid-cap segments of the Indian market. With 131 constituents, the index covers approximately 85% of the Indian equity universe. The Index is calculated net of withholding taxes, to which the Fund is generally subject. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. Index performance is not an indication of the performance of the Fund itself. For more information about Fund performance, please visit http://www.abrdnifn.com. |
Letter to Shareholders (unaudited) (concluded)
Unclaimed Share Accounts
Please be advised that abandoned or unclaimed property laws for certain states require financial organizations to transfer (escheat) unclaimed property (including Fund shares) to the state. Each state has its own definition of unclaimed property, and Fund shares could be considered “unclaimed property” due to account inactivity (e.g., no owner-generated activity for a certain period), returned mail (e.g., when mail sent to a shareholder is returned to the Fund's transfer agent as undeliverable), or a combination of both. If your Fund shares are categorized as unclaimed, your financial advisor or the Fund's transfer agent will follow the applicable state’s statutory requirements to contact you, but if unsuccessful, laws may require that the shares be escheated to the appropriate state. If this happens, you will have to contact the state to recover your property, which may involve time and expense. For more information on unclaimed property and how to maintain an active account, please contact your financial adviser or the Fund's transfer agent.
Open Market Repurchase Program
The Fund’s Board approved an open market repurchase and discount management policy (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase determined at the discretion of the Fund’s investment manager. Such purchases may be made opportunistically at certain discounts to net asset value per share in the reasonable judgment of management based on historical discount levels and current market conditions. If shares are repurchased, the Fund reports repurchase activity on the Fund's website on a monthly basis. For the fiscal year ended December 31, 2023, the Fund did not repurchase any shares through the Program.
On a quarterly basis, the Fund’s Board will receive information on any transactions made pursuant to this policy during the prior quarter and management will post the number of shares repurchased on the Fund’s website on a monthly basis. Under the terms of the Program, the Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12-month period.
Portfolio Holdings Disclosure
The Fund's complete schedule of portfolio holdings for the second and fourth quarters of each fiscal year are included in the Fund's semi-annual and annual reports to shareholders. The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. These reports are available on the SEC’s website at http://www.sec.gov. The Fund makes the information available to shareholders upon request
and without charge by calling Investor Relations toll-free at 1-800-522-5465.
Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available by August 31 of the relevant year: (1) upon request without charge by calling Investor Relations toll-free at 1-800-522-5465; and (2) on the SEC’s website at http://www.sec.gov.
Investor Relations Information
As part of abrdn’s commitment to shareholders, we invite you to visit the Fund on the web at www.abrdnifn.com. Here, you can view monthly fact sheets, quarterly commentary, distribution and performance information, and other Fund literature.
Enroll in abrdn’s email services and be among the first to receive the latest closed-end fund news, announcements, videos, and other information. In addition, you can receive electronic versions of important Fund documents, including annual reports, semi-annual reports, prospectuses and proxy statements. Sign up today at https://www.abrdn.com/en-us/cefinvestorcenter/contact-us/preferences
Contact Us:
• | Visit: https://www.abrdn.com/en-us/cefinvestorcenter |
• | Email: Investor.Relations@abrdn.com; or |
• | Call: 1-800-522-5465 (toll free in the U.S.) |
Late in the reporting period, members of the Fund's Board of Directors joined the Fund's investment team for meetings in India with representatives of a number of the Fund's holdings. The Board welcomed this opportunity to meet with those representatives, and found the discussions to be helpful.
Yours sincerely,
/s/ Alan Goodson
Alan Goodson
President
{foots1}
All amounts are U.S. Dollars unless otherwise stated.
Report of the Investment Manager (unaudited)
Market review
India was one of the best-performing equity markets for the 12-month period ending December 31, 2023, delivering relatively better returns compared to other emerging markets and the broader Asia-Pacific ex-Japan region. All sectors on the Morgan Stanley Capital International (MSCI) India Index (Net Daily Total Return)1 registered gains as the index rose 20.81%2 in U.S. dollar terms.
Much of India’s performance was underpinned by robust domestic conditions despite volatility in the global market. The Indian economy remains one of the fastest-growing major economies in the world. Infrastructure is undergoing an upcycle, which is spurred by public capital expenditure (CapEx). Inflation is under control, barring the occasional spikes in food prices. The current account deficit remains in check as the central bank builds its foreign exchange reserves. The Reserve Bank of India has also maintained interest rates since February 2023, and is expected to embark on an easing cycle sometime in 2024, in tandem with other major central banks. Meanwhile, a recovery in mass market consumption is underway as employment and wages gradually revert to pre-pandemic levels.
India is also preparing for its national parliamentary elections set to take place between April and May 2024. We expect Prime Minister Narendra Modi to win a third term and continue with his economic and reforms agenda. This follows a strong showing from Modi’s Bharatiya Janata Party in three state elections at the start of December.
Performance review
The India Fund returned 21.29%3 on a net asset value (NAV) basis for the 12-month period ending December 31, 2023. The Fund outperformed the benchmark’s 20.81%2 return. Since the tail-end of 2022, we have actively repositioned the portfolio towards the CapEx theme amid the Indian government’s push to step up infrastructure development across the country. This repositioning served the Fund well in 2023, as strong stock selection in the utilities, materials, industrials, and real estate sectors offset the weakness in consumer holdings sector.
The utilities sector was the top contributor to relative performance. Our holdings in Power Grid Corporation of India (Power Grid) and ReNew Energy Global sharply outperformed the benchmark. Power Grid’s development pipeline and earnings visibility remains robust, and we remain positive on the company’s near-term outlook. At the same time, not holding Adani Total Gas, Adani Transmission, Adani
Green Energy, and Adani Enterprises further contributed to relative performance. The conglomerate saw a massive sell-off in its names at the beginning of 2023 after a short-seller report accused Adani of stock manipulation and accounting fraud. While Adani’s valuations in 2022 contributed significantly to the Fund’s underperformance during that year, we were clear about our reservations over the transparency and accounting practices of this group. We believe our decision to continue avoiding the group was rewarded in 2023.
Real estate also contributed to relative performance. Though the sector itself is highly fragmented, we hold what we feel are quality names in Prestige Estates Projects and Godrej Properties, both of which announced strong residential pre-sales numbers over the year. India is undergoing a long overdue recovery in residential property sales, and the overall sector remains supported by policies aimed at providing affordable housing.
UltraTech Cement was a key driver for relative performance in materials. Its share price rose on a robust set of results and continued demand growth, led by infrastructure development and residential real estate. Likewise, our industrials exposure in ABB India, KEI Industries, and Larsen & Toubro (L&T) fared well amid the public CapEx push and India’s accelerating infrastructure story. ABB India’s shares rose on good results, driven by continued healthy volumes, better product mix, robust order growth across segments, and improved realization on its investments. KEI Industries saw better demand for wires and cables among consumer durables. L& T’s shares also rose on strong order momentum.
The Fund’s healthcare holdings in Fortis Healthcare, Vijaya Diagnostic Centre, and JB Chemicals & Pharmaceuticals also outperformed the index, as mid-cap names in India generally did well. Holding these names, which are not represented on the broader index, highlights the benefits of our active stock picking in India and an adherence to a quality investment process. Fortis continued streamlining its portfolio, which we believe will enhance its prospects, while JB Chemicals continued to execute well on its strategy of investing in market-leading brands in selective categories within the Indian pharmaceutical market.
Not holding industry bellwether Reliance further added to relative gains. We avoided the company on corporate governance concerns around capital allocation and respecting minority shareholders. Reliance typically is a key risk for our India strategies, but we stuck to our conviction and believe we were ultimately rewarded.
{foots1}
1 | The MSCI India Index is an unmanaged index considered representative of Indian stocks. The index is computed using the gross return, which does not withhold taxes for non‐resident investors. |
{foots1}
2 | As of December 31, 2023. |
{foots1}
3 | Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than the original cost. Current performance may be lower or higher than the performance quoted. Net asset value return data include investment management fees, custodial charges and administrative fees (such as Director and legal fees) and assumes the reinvestment of all distributions. |
Report of the Investment Manager (unaudited) (continued)
Within the consumer sectors, not holding Tata Motors was costly as its shares rose sharply against the benchmark. Our exposures in Mahindra & Mahindra and Maruti Suzuki India also outperformed but by a lower magnitude. The Fund’s core staples4 holding in Hindustan Unilever lagged the index, but the company is still seeing volume growth and resilient sector-leading margins thanks to its reach and penetration. Some of that weakness was offset by Tata Consumer Products, which did well as it pushed ahead with a strategy to market innovative products and simplify its corporate structure. Similarly, Nestle India reported margins recovery and a beat on profits for the quarter ending September 30, 2023.
Among our bank holdings, both HDFC Bank and ICICI Bank failed to keep pace with the index, but their absolute returns were positive. HDFC Bank also completed its merger with HDFC in July, and we will continue to closely monitor post-merger execution. Some of the underperformance here was offset by PB Fintech, which runs the online insurance platform Policybazaar. Likewise, not holding Bajaj Finance was a positive as its share price corrected following a strong run.
Finally, in the energy sector, Aegis Logistics detracted from returns after a good run amid volatile global oil prices, but the company's fundamentals remain strong.
The Fund pays a quarterly distribution to shareholders. This policy did not have a significant impact on the Fund’s investment strategy over the reporting period. During the 12-month period ending December 31, 2023, the distributions comprised of realized capital gains. The Fund issued distributions totalling $1.64 per share for the 12-month period ending December 31, 2023.
Environmental, Social, and Governance (ESG)
Over the review period, we met with several of the Fund’s holdings as part of our ongoing environmental, social, and governance (ESG) efforts. Here are some key highlights:
• | We met cement manufacturer UltraTech Cement several times this year, which enhanced our investment thesis on the company’s ESG commitment. UltraTech committed to producing carbon-neutral concrete by 2050 and was among the first Indian cement companies to set a greenhouse gas emission reduction target validated by the Science Based Targets initiative. UltraTech’s climate strategy focuses on energy efficiency, alternative fuels, waste management (such as recycling and the circular economy), renewable energy, and waste heat recovery systems in the fuel mix. The key hurdles are around carbon capture technology and the kiln. Ultratech has invested in multiple partnerships and is running a pilot study on kiln electri- |
| fication, but the costs are currently prohibitive and will require policy support. Hence, the company is engaging the government on this. We view it as positive that UltraTech has taken rigorous efforts to reach its net-zero targets, despite the sector's decarbonization difficulty. On the governance front, the company’s audit committee is now 100% independent and there will be material board refreshment in 2024 with three directors retiring. |
• | In our engagement with Renew Energy Global, we spoke about a variety of sustainability issues, including the company’s efforts on recycling and e-waste, land acquisition and water efficiency. Renew has ambitious targets and aims to become water positive and send zero waste to landfill by 2030. We will monitor these developments, which are material to our investment thesis. |
• | We engaged with Vijaya Diagnostics multiple times as well and provided the company a detailed summary of disclosures we would like it to make in its forthcoming sustainability report. This included a range of granular disclosures, as well as the company’s alignment with the United Nation’s Sustainable Development Goals (UN SDGs), particularly UN SDG 3 on ‘Good Health and Well-being’ to “ensure healthy lives and promote well-being for all at all ages."5 |
• | Lastly, we met SBI Life Insurance to discuss the implementation and disclosure of a responsible investment framework and were pleased to hear that the company is adopting stewardship principles. SBI Life also has a process to analyze, engage, and exercise voting rights for its portfolio companies. The firm appreciates the importance of better disclosure and working with various regulators to understand the insurance industry’s requirements, while at the same time mapping Global Reporting Initiative G4 framework principles to its business. In addition, we were glad to hear that SBI Life has agent turnover rates lower than the industry by 50%, owing to its various initiatives, such as training and proper incentivization. Overall, SBI Life is progressing well on its ESG journey, and we will continue to track its milestones. |
Outlook
India's economy is in, what we believe to be, the early stages of a cyclical upswing—it is one of the fastest-growing countries in the world, supported by a resilient domestic macro environment and supportive government policy with sufficient fiscal discipline. We assess that inflation is under control, real estate is seeing a strong rebound, and there is a public sector CapEx push around infrastructure development and manufacturing to support growth, create more jobs, and eventually spur private CapEx.
All of this is, we feel, helping to sustain attractive earnings growth and a recovery in return on equity. We have repositioned the portfolio by adding new names and topping up existing ones to take advantage of
{foots1}
4 | Consumer staples refers to companies associated with goods and services that consumers tend to buy in any economic climate and thus are less sensitive to changes in the economy. Examples include food and drugs. |
{foots1}
5 | "Sustainable Development Goal 3 of the 2030 Agenda." Africa Sustainable Development Report 2017. United Nations, November 2017. https://www.un-ilibrary.org/content/books/9789213627433c015. |
Report of the Investment Manager (unaudited) (concluded)
ongoing growth trends and continue to be disciplined on quality and valuations.
We have identified near-term risks that we believe India still faces, most of which are external. These include potentially higher global energy prices, a slowdown in the world economy, and possible volatility in the run up to the 2024 parliamentary elections.
Nonetheless, we believe our core quality holdings will continue to deliver resilient compounding earnings growth over the medium term, come what may in terms of macro conditions. The portfolio's consistency of earnings growth remains healthy and the fundamentals of our holdings, including pricing power, strong balance sheets, and the ability to sustain margins remain solid. We maintain confidence in the experienced management of these companies.
Risk Considerations
Past performance is not an indication of future results.
International investing entails special risk considerations, including currency fluctuations, lower liquidity, economic and political risks, and differences in accounting methods. Concentrating investments in the India region subjects the Fund to more volatility and greater risk of loss than geographically diverse funds. Equity stocks of small and mid-cap companies carry greater risk and more volatility than equity stocks of larger, more established companies. Dividends are not guaranteed and a company’s future ability to pay dividends may be limited.
abrdn Asia Limited
Total Investment Return (unaudited)
The following table summarizes the average annual Fund performance compared to the Fund’s primary benchmark for the 1-year, 3-year, 5-year and 10-year periods ended December 31, 2023.
| 1 Year | 3 Years | 5 Years | 10 Years |
Net Asset Value (NAV) | 21.29% | 6.14% | 7.70% | 9.80% |
Market Price | 36.55% | 12.12% | 11.81% | 11.57% |
MSCI India Index (Net Daily Total Return) | 20.81% | 11.97% | 11.78% | 9.91% |
Performance of a $10,000 Investment (as of December 31, 2023)
This graph shows the change in value of a hypothetical investment of $10,000 in the Fund for the periods indicated. For comparison, the same investment is shown in the indicated index.
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 sponsored by the Fund’s transfer agent. All return data at NAV includes fees charged to the Fund, which are listed in the Fund’s Statement of Operations under “Expenses.” Total investment return at market value is based on changes in the market price at which the Fund’s shares traded on the New York Stock Exchange ("NYSE") during the period and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program sponsored by the Fund’s transfer agent. The Fund’s total investment return is based on the reported NAV as of the financial reporting period end date of December 31, 2023. Because the Fund’s shares trade in the stock market based on investor demand, the Fund may trade at a price higher or lower than its NAV. Therefore, returns are calculated based on both market price and NAV. Past performance is no guarantee of future results. The performance information provided does not reflect the deduction of taxes that a shareholder would pay on distributions received from the Fund. The current performance of the Fund may be lower or higher than the figures shown. The Fund’s yield, return, market price and NAV will fluctuate. Performance information current to the most recent month-end is available at www.abrdnifn.com or by calling 800-522-5465.
The total expenses based on the fiscal year ended December 31, 2023 was 1.49%.
Portfolio Composition (as a percentage of net assets) (unaudited)
As of December 31, 2023
The following table summarizes the sector composition of the Fund’s portfolio, in S&P Global Inc.’s Global Industry Classification Standard (“GICS”) Sectors. Industry allocation is shown below for any sector representing more than 25% of net assets.
Sectors | |
Financials | 29.3% |
Banks | 20.9% |
Insurance | 5.1% |
Financial Services | 1.7% |
Consumer Finance | 1.6% |
Consumer Staples | 11.2% |
Industrials | 11.0% |
Information Technology | 8.7% |
Materials | 8.2% |
Consumer Discretionary | 7.9% |
Health Care | 7.6% |
Communication Services | 6.9% |
Real Estate | 5.7% |
Utilities | 5.2% |
Energy | 2.8% |
Short-Term Investment | 0.4% |
Liabilities in Excess of Other Assets | (4.9%) |
| 100.0% |
The following were the Fund’s top ten holdings as of December 31, 2023:
Top Ten Holdings | |
HDFC Bank Ltd. | 8.0% |
ICICI Bank Ltd. | 8.0% |
UltraTech Cement Ltd. | 5.3% |
Hindustan Unilever Ltd. | 5.3% |
Infosys Ltd. | 5.1% |
Bharti Airtel Ltd. | 4.7% |
Power Grid Corp. of India Ltd. | 4.4% |
Larsen & Toubro Ltd. | 4.1% |
SBI Life Insurance Co. Ltd. | 3.7% |
Tata Consultancy Services Ltd. | 3.6% |
Portfolio of Investments
As of December 31, 2023
| Shares | Value |
COMMON STOCKS—104.5% | |
INDIA—103.7% |
Communication Services—6.9% | | | |
Affle India Ltd.(a) | | 386,766 | $ 6,051,777 |
Bharti Airtel Ltd. | | 2,089,010 | 25,842,401 |
Info Edge India Ltd. | | 98,700 | 6,081,118 |
| | | 37,975,296 |
Consumer Discretionary—7.9% | | | |
Mahindra & Mahindra Ltd. | | 638,136 | 13,219,456 |
Maruti Suzuki India Ltd. | | 136,952 | 16,944,312 |
Titan Co. Ltd. | | 299,882 | 13,273,518 |
| | | 43,437,286 |
Consumer Staples—11.2% | | | |
Hindustan Unilever Ltd. | | 901,805 | 28,809,320 |
ITC Ltd. | | 2,518,277 | 13,975,295 |
Nestle India Ltd. | | 35,300 | 11,296,825 |
Tata Consumer Products Ltd. | | 550,000 | 7,194,072 |
| | | 61,275,512 |
Energy—2.8% | | | |
Aegis Logistics Ltd. | | 3,595,288 | 15,198,678 |
Financials—29.3% | | | |
Aptus Value Housing Finance India Ltd. | | 2,446,358 | 9,398,172 |
Axis Bank Ltd. | | 1,378,855 | 18,211,855 |
Cholamandalam Investment & Finance Co. Ltd. | | 573,177 | 8,670,923 |
HDFC Bank Ltd. | | 2,150,542 | 44,019,083 |
ICICI Bank Ltd. | | 3,647,684 | 43,667,817 |
Kotak Mahindra Bank Ltd. | | 384,794 | 8,797,663 |
PB Fintech Ltd.(a) | | 829,965 | 7,921,996 |
SBI Life Insurance Co. Ltd.(b) | | 1,182,396 | 20,341,648 |
| | | 161,029,157 |
Health Care—7.6% | | | |
Fortis Healthcare Ltd. | | 2,419,849 | 12,181,455 |
JB Chemicals & Pharmaceuticals Ltd. | | 577,561 | 11,238,731 |
Syngene International Ltd.(b) | | 747,661 | 6,312,922 |
Vijaya Diagnostic Centre Pvt Ltd. | | 1,458,762 | 11,815,422 |
| | | 41,548,530 |
Industrials—11.0% | | | |
ABB India Ltd. | | 181,709 | 10,196,454 |
Apar Industries Ltd. | | 88,000 | 6,339,041 |
Container Corp. of India Ltd. | | 598,515 | 6,169,056 |
KEI Industries Ltd. | | 270,500 | 10,547,321 |
Larsen & Toubro Ltd. | | 535,837 | 22,652,930 |
Siemens Ltd. | | 99,300 | 4,789,539 |
| | | 60,694,341 |
| Shares | Value |
Information Technology—8.7% | | | |
Infosys Ltd. | | 1,528,732 | $ 28,292,978 |
Tata Consultancy Services Ltd. | | 429,337 | 19,587,688 |
| | | 47,880,666 |
Materials—8.2% | | | |
Asian Paints Ltd. | | 72,418 | 2,952,819 |
Coromandel International Ltd. | | 285,500 | 4,289,724 |
Hindalco Industries Ltd. | | 1,147,473 | 8,455,525 |
UltraTech Cement Ltd. | | 231,610 | 29,160,297 |
| | | 44,858,365 |
Real Estate—5.7% | | | |
Godrej Properties Ltd.(a) | | 554,915 | 13,371,118 |
Prestige Estates Projects Ltd. | | 1,269,469 | 17,678,946 |
| | | 31,050,064 |
Utilities—4.4% | | | |
Power Grid Corp. of India Ltd. | | 8,553,978 | 24,308,177 |
Total India | | 569,256,072 |
UNITED KINGDOM—0.8% |
Utilities—0.8% | | | |
ReNew Energy Global PLC, Class A(a) | | 587,812 | 4,502,640 |
Total Common Stocks | | 573,758,712 |
SHORT-TERM INVESTMENT—0.4% | |
State Street Institutional U.S. Government Money Market Fund, Premier Class, 5.32%(c) | | 2,010,445 | 2,010,445 |
Total Short-Term Investment | | 2,010,445 |
Total Investments (Cost $341,563,735)—104.9% | 575,769,157 |
Liabilities in Excess of Other Assets(d)—(4.9%) | (26,768,686) |
Net Assets—100.0% | $549,000,471 |
(a) | Non-income producing security. |
(b) | Denotes a security issued under Regulation S or Rule 144A. |
(c) | Registered investment company advised by State Street Global Advisors. The rate shown is the 7 day yield as of December 31, 2023. |
(d) | See accompanying Notes to Financial Statements for tax unrealized appreciation/(depreciation) of securities. |
PLC | Public Limited Company |
See accompanying Notes to Financial Statements.
Statement of Assets and Liabilities
As of December 31, 2023
Assets |
|
Investments, at value (cost $339,553,290) |
$ 573,758,712 |
Short-term investments, at value (cost $2,010,445) |
2,010,445 |
Foreign currency, at value (cost $5,091,881) |
5,089,662 |
Interest and dividends receivable |
343,212 |
Total assets |
581,202,031 |
Liabilities |
|
Deferred foreign capital gains tax (Note 2g) |
23,546,461 |
Distributions payable |
6,638,122 |
Payable for investments purchased |
1,117,177 |
Investment management fees payable (Note 3) |
488,885 |
Director fees payable |
76,200 |
Investor relations fees payable (Note 3) |
36,426 |
Administration fees payable (Note 3) |
35,908 |
Other accrued expenses |
262,381 |
Total liabilities |
32,201,560 |
|
Net Assets |
$549,000,471 |
Composition of Net Assets |
|
Capital stock ($0.001 per share) (Note 5) |
$ 30,720 |
Paid-in capital in excess of par |
353,508,429 |
Distributable earnings |
195,461,322 |
Net Assets |
$549,000,471 |
Net asset value per share based on 30,719,538 shares issued and outstanding |
$ 17.87 |
See Notes to Financial Statements.
Statement of Operations
For the Year Ended December 31, 2023
Net Investment Income |
|
Investment Income: |
|
Dividends and other income (net of foreign withholding taxes of $1,389,209) |
$ 5,449,033 |
Total investment income |
5,449,033 |
Expenses: |
|
Investment management fee (Note 3) |
5,363,266 |
Administration fee (Note 3) |
390,526 |
Directors' fees and expenses |
318,716 |
Custodian’s fees and expenses |
240,542 |
Legal fees and expenses |
221,791 |
Insurance expense |
153,223 |
Investor relations fees and expenses (Note 3) |
145,703 |
Reports to shareholders and proxy solicitation |
110,177 |
Independent auditors’ fees and tax expenses |
108,940 |
Transfer agent’s fees and expenses |
47,585 |
Miscellaneous |
196,246 |
Total expenses |
7,296,715 |
|
Net Investment Loss |
(1,847,682) |
Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions: |
|
Net realized gain/(loss) from: |
|
Investment transactions (including $5,605,691 foreign capital gains tax) (Note 2g) |
44,214,695 |
Foreign currency transactions |
248,175 |
|
44,462,870 |
Net change in unrealized appreciation/(depreciation) on: |
|
Investments (including change in deferred foreign capital gains tax of $8,695,161) (Note 2g) |
55,230,463 |
Foreign currency translation |
15,635 |
|
55,246,098 |
Net realized and unrealized gain from investments and foreign currencies |
99,708,968 |
Change in Net Assets Resulting from Operations |
$ 97,861,286 |
See Notes to Financial Statements.
Statements of Changes in Net Assets
|
For the Year Ended December 31, 2023 |
For the Year Ended December 31, 2022 |
Increase/(Decrease) in Net Assets: |
|
|
Operations: |
|
|
Net investment loss |
$ (1,847,682) |
$ (2,263,585) |
Net realized gain from investments and foreign currency transactions |
44,462,870 |
53,391,477 |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation |
55,246,098 |
(157,422,315) |
Net increase/(decrease) in net assets resulting from operations |
97,861,286 |
(106,294,423) |
Distributions to Shareholders From: |
|
|
Distributable earnings |
(48,963,296) |
(88,177,570) |
Net decrease in net assets from distributions |
(48,963,296) |
(88,177,570) |
Issuance of 1,413,387 and 2,401,576 shares of common stock, respectively due to stock distribution (Note 5) |
22,799,964 |
40,350,297 |
Change in net assets |
71,697,954 |
(154,121,696) |
Net Assets: |
|
|
Beginning of year |
477,302,517 |
631,424,213 |
End of year |
$549,000,471 |
$ 477,302,517 |
See Notes to Financial Statements.
|
For the Fiscal Years Ended December 31, |
|
2023 |
2022 |
2021 |
2020 |
2019 |
PER SHARE OPERATING PERFORMANCE(a): |
|
|
|
|
|
Net asset value, beginning of year |
$16.29 |
$23.47 |
$22.99 |
$22.60 |
$23.84 |
Net investment income/(loss) |
(0.06) |
(0.08) |
(0.12) |
(0.04) |
0.03 |
Net realized and unrealized gains/(losses) on investments and foreign currency transactions |
3.29 |
(3.79) |
3.81 |
2.38 |
1.06 |
Total from investment operations |
3.23 |
(3.87) |
3.69 |
2.34 |
1.09 |
Distributions to common shareholders from: |
|
|
|
|
|
Net investment income |
– |
(1.17) |
(0.09) |
(1.10) |
(0.01) |
Net realized gains |
(1.64) |
(2.02) |
(3.12) |
– |
(2.32) |
Return of capital |
– |
– |
– |
(0.85) |
– |
Total distributions |
(1.64) |
(3.19) |
(3.21) |
(1.95) |
(2.33) |
Capital Share Transactions: |
|
|
|
|
|
Impact due to capital shares issued from stock distribution (Note 5) |
(0.01) |
(0.12) |
– |
– |
– |
Net asset value, end of year |
$17.87 |
$16.29 |
$23.47 |
$22.99 |
$22.60 |
Market price, end of year |
$18.29 |
$14.81 |
$21.10 |
$19.96 |
$20.13 |
Total Investment Return Based on(b): |
|
|
|
|
|
Market price |
36.55% |
(15.32%) |
21.89% |
11.79% |
10.90% |
Net asset value |
21.29% |
(16.26%) |
17.72% |
14.69% |
5.70% |
Ratio to Average Net Assets/Supplementary Data: |
|
|
|
|
|
Net assets, end of year (000 omitted) |
$549,000 |
$477,303 |
$631,424 |
$618,431 |
$607,988 |
Average net assets applicable to common shareholders (000 omitted) |
$488,158 |
$539,220 |
$651,685 |
$525,841 |
$623,568 |
Total expenses |
1.49% |
1.43% |
1.35% |
1.43% |
1.35% |
Net Investment income (loss) |
(0.38%) |
(0.42%) |
(0.48%) |
(0.20%) |
0.13% |
Portfolio turnover |
22% |
24% |
22% |
20% |
14% |
(a) |
Based on average shares outstanding. |
(b) |
Total investment return based on market value is calculated assuming that shares of the Fund’s common stock were purchased at the closing market price as of the beginning of the period, dividends, capital gains and other distributions were reinvested as provided for in the Fund’s dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Fund’s net asset value is substituted for the closing market value. |
Amounts listed as “–” are $0 or round to $0.
See Notes to Financial Statements.
Notes to Financial Statements
December 31, 2023
1. Organization
The India Fund, Inc. (the “Fund”) was incorporated in Maryland on December 27, 1993 and commenced operations on February 23, 1994. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified closed-end management investment company.
The Fund’s investment objective is long-term capital appreciation, which it seeks to achieve by investing primarily in the equity securities of Indian companies.
2. Summary of Significant Accounting Policies
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standard Codification Topic 946 Financial Services-Investment Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to generally accepted accounting principles ("GAAP") in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. Dollars and the U.S. Dollar is used as both the functional and reporting currency.
a. Security Valuation:
The Fund values its securities at current market value or fair value, consistent with regulatory requirements. "Fair value" is defined in the Fund's Valuation and Liquidity Procedures as the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants without a compulsion to transact at the measurement date. Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors (the "Board") designated abrdn Asia Limited (“abrdn Asia” or the “Investment Manager”) as the valuation designee ("Valuation Designee") for the Fund to perform the fair value determinations relating to Fund investments for which market quotations are not readily available or deemed unreliable.
In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Fund discloses the fair value of its investments using a three-level hierarchy that classifies the inputs to valuation techniques used to measure the fair value. The hierarchy assigns Level 1, the highest level, measurements to valuations based upon unadjusted quoted prices in active markets for identical assets, Level 2 measurements to valuations based upon other significant observable inputs, including adjusted quoted prices in active markets for similar assets, and Level 3, the lowest level, measurements to valuations based upon unobservable inputs that are
significant to the valuation. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability, which are based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.
Equity securities that are traded on an exchange are valued at the last quoted sale price or the official close price on the principal exchange on which the security is traded at the “Valuation Time” subject to application, when appropriate, of the valuation factors described in the paragraph below. Under normal circumstances, the Valuation Time is as of the close of regular trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern Time). In the absence of a sale price, the security is valued at the mean of the bid/ask price quoted at the close on the principal exchange on which the security is traded. Securities traded on NASDAQ are valued at the NASDAQ official closing price.
Foreign equity securities that are traded on foreign exchanges that close prior to the Valuation Time are valued by applying valuation factors to the last sale price or the mean price as noted above. Valuation factors are provided by an independent pricing service provider. These valuation factors are used when pricing the Fund's portfolio holdings to estimate market movements between the time foreign markets close and the time the Fund values such foreign securities. These valuation factors are based on inputs such as depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. When prices with the application of valuation factors are utilized, the value assigned to the foreign securities may not be the same as quoted or published prices of the securities on their primary markets. A security that applies a valuation factor is generally determined to be a Level 2 investment because the exchange-traded price has been adjusted. Valuation factors are not utilized if the independent pricing service provider is unable to provide a valuation factor or if the valuation factor falls below a predetermined threshold.
Short-term investments are comprised of cash and cash equivalents invested in short-term investment funds which are redeemable daily. The Fund sweeps available cash into the State Street Institutional U.S. Government Money Market Fund, which has elected to qualify as a “government money market fund” pursuant to Rule 2a-7 under the
Notes to Financial Statements (continued)
December 31, 2023
1940 Act, and has an objective, which is not guaranteed, to maintain a $1.00 per share NAV. Generally, these investment types are categorized as Level 1 investments.
In the event that a security’s market quotations are not readily available or are deemed unreliable (for reasons other than because the foreign exchange on which it trades closes before the Valuation Time), the security is valued at fair value as determined by the Valuation Designee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. A security that has been fair valued by the Manager may be classified as Level 2 or Level 3 depending on the nature of the inputs.
The three-level hierarchy of inputs is summarized below:
Level 1 - quoted prices (unadjusted) in active markets for identical investments;
Level 2 - other significant observable inputs (including valuation factors, quoted prices for similar securities, interest rates, prepayment speeds, and credit risk, etc.); or
Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).
A summary of standard inputs is listed below:
Security Type |
Standard Inputs |
Foreign equities utilizing a fair value factor |
Depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. |
The following is a summary of the inputs used as of December 31, 2023 in valuing the Fund's investments and other financial instruments at fair value. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Please refer to the Portfolio of Investments for a detailed breakout of the security types:
Investments, at Value |
Level 1 – Quoted Prices |
Level 2 – Other Significant Observable Inputs |
Level 3 – Significant Unobservable Inputs |
Total |
Assets |
|
|
Investments in Securities |
|
|
|
Common Stocks |
$ 16,318,062 |
$ 557,440,650 |
$– |
$ 573,758,712 |
Short-Term Investment |
2,010,445 |
– |
– |
2,010,445 |
Total Investments |
$18,328,507 |
$557,440,650 |
$– |
$575,769,157 |
Total Investment Assets |
$18,328,507 |
$557,440,650 |
$– |
$575,769,157 |
Amounts listed as “–” are $0 or round to $0.
For the fiscal year ended December 31, 2023, there were no significant changes to the fair valuation methodologies.
b. Restricted Securities:
Restricted securities are privately-placed securities whose resale is restricted under U.S. securities laws. The Fund may invest in restricted securities, including unregistered securities eligible for resale without registration pursuant to Rule 144A and privately-placed securities of U.S. and non-U.S. issuers offered outside the U.S. without registration pursuant to Regulation S under the Securities Act of 1933, as amended (the "1933 Act"). Rule 144A securities may be freely traded among certain qualified institutional investors, such as the Fund, but resale of such securities in the U.S. is permitted only in limited circumstances.
c. Foreign Currency Translation:
Foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of the
Valuation Time, as provided by an independent pricing service approved by the Board.
Foreign currency amounts are translated into U.S. Dollars on the following basis:
(i) market value of investment securities, other assets and liabilities – at the current daily rates of exchange at the Valuation Time; and
(ii) purchases and sales of investment securities, income and expenses – at the relevant rates of exchange prevailing on the respective dates of such transactions.
The Fund does not isolate that portion of gains and losses on investments in equity securities due to changes in the foreign exchange rates from the portion due to changes in market prices of equity securities. Accordingly, realized and unrealized foreign currency
Notes to Financial Statements (continued)
December 31, 2023
gains and losses with respect to such securities are included in the reported net realized and unrealized gains and losses on investment transactions balances.
The Fund reports certain foreign currency related transactions and foreign taxes withheld on security transactions as components of realized gains for financial reporting purposes, whereas such foreign currency related transactions are treated as ordinary income for U.S. federal income tax purposes.
Net unrealized currency gains or losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation in value of investments, and translation of other assets and liabilities denominated in foreign currencies.
Net realized foreign exchange gains or losses represent foreign exchange gains and losses from transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement date on security transactions, and the difference between the amounts of interest and dividends recorded on the Fund’s books and the U.S. Dollar equivalent of the amounts actually received.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar. Generally, when the U.S. Dollar rises in value against foreign currency, the Fund's investments denominated in that foreign currency will lose value because the foreign currency is worth fewer U.S. Dollars; the opposite effect occurs if the U.S. Dollar falls in relative value.
d. Security Transactions, Investment Income and Expenses:
Security transactions are recorded on the trade date. Realized and unrealized gains/(losses) from security and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Interest income and expenses are recorded on an accrual basis. Certain distributions received by the Fund could represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain.
e. Distributions:
The Fund has implemented a managed distribution policy (“MDP”) to pay distributions from net investment income supplemented by net realized foreign exchange gains, net realized capital gains and
return of capital distributions, if necessary, on a quarterly basis. The MDP is subject to regular review by the Board.
The Fund records dividends and distributions payable to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These book basis/tax basis differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require reclassification.
Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as return of capital.
f. Federal Income Taxes:
The Fund intends to continue to qualify as a “regulated investment company” by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code of 1986, as amended, and to make distributions of net investment income and net realized capital gains sufficient to relieve the Fund from all, or substantially all, federal income taxes. Therefore, no federal income tax provision is required. The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the most recent four fiscal years up to the most recent fiscal year ended December 31, 2023 are subject to such review.
g. Foreign Withholding Tax:
Dividend and interest income from non-U.S. sources received by the Fund are generally subject to non-U.S. withholding taxes and are recorded on the Statement of Operations. The Fund files for tax reclaims for the refund of such withholdings taxes according to tax treaties. Tax reclaims that are deemed collectible are booked as tax reclaim receivable on the Statement of Assets and Liabilities. In addition, the Fund may be subject to capital gains tax in certain countries in which it invests. The above taxes may be reduced or eliminated under the terms of applicable U.S. income tax treaties with some of these countries. The Fund accrues such taxes when the related income is earned.
In addition, when the Fund sells securities within certain countries in which it invests, the capital gains realized may be subject to tax. Based on these market requirements and as required under GAAP, the Fund accrues deferred capital gains tax on securities currently held that have
Notes to Financial Statements (continued)
December 31, 2023
unrealized appreciation within these countries. The amount of deferred capital gains tax accrued is reported on the Statement of Assets and Liabilities, and the change in such amount for the year ended December 31, 2023 is reported on the Statement of Operations as part of the Net Change in Unrealized Appreciation/Depreciation on Investments.
The Fund incurs Indian capital gains tax for the long-term gains realized after April 1, 2018 at 10% and for short-term gains at 15%, plus surcharge and tax. (See Deferred foreign capital gains tax on the Statement of Assets and Liabilities).
3. Agreements and Transactions with Affiliates
a. Investment Manager:
abrdn Asia serves as the Fund’s investment manager with respect to all investments. For its services, abrdn Asia receives fees at an annual rate of: (i) 1.10% for the first $500 million of the Fund’s average weekly Managed Assets; (ii) 0.90% for the next $500 million of the Fund’s average weekly Managed Assets; (iii) 0.85% for the next $500 million of the Fund’s average weekly Managed Assets; and (iv) 0.75% for the Fund’s average weekly Managed Assets in excess of $1.5 billion. Managed Assets is defined in the investment management agreement as net assets plus the amount of any borrowings for investment purposes. For the fiscal year ended December 31, 2023, abrdn Asia earned a gross management fee of $5,363,266.
b. Fund Administration:
abrdn Inc., an affiliate of abrdn Asia, serves as the Fund’s administrator and receives a fee payable monthly by the Fund at an annual fee rate of 0.08% of the value of the Fund's average monthly net assets. During the fiscal year ended December 31, 2023, the Fund paid a total of $390,526 in administrative fees to abrdn Inc.
c. Investor Relations:
Under the terms of the Investor Relations Services Agreement, abrdn Inc. provides and/or engages third parties to provide investor relations services to the Fund and certain other funds advised by abrdn Asia or its affiliates as part of an Investor Relations Program. Under the Investor Relations Services Agreement, the Fund owes a portion of the fees related to the Investor Relations Program (the “Fund’s Portion”). However, investor relations services fees are limited by abrdn Inc. so that the Fund will only pay up to an annual rate of 0.05% of the Fund’s average net assets per annum. Any difference between the capped rate of 0.05% of the Fund’s average net assets per annum and the Fund’s Portion is paid for by abrdn Inc.
During the fiscal year ended December 31, 2023, the Fund incurred investor relations fees of approximately $145,703. For the fiscal year ended December 31, 2023, abrdn Inc. did not contribute to the
investor relations fees for the Fund because the Fund’s contribution was below 0.05% of the Fund’s average weekly net assets on an annual basis.
4. Investment Transactions
Purchases and sales of investment securities (excluding short-term securities) for the fiscal year ended December 31, 2023, were $112,308,660 and $165,104,375, respectively.
5. Capital
The authorized capital of the Fund is 100 million shares of $0.001 par value per share of common stock. As of December 31, 2023, there were 30,719,538 shares of common stock issued and outstanding.
The following table shows the shares issued by the Fund as a part of a quarterly distribution to shareholders during the year ended December 31, 2023.
Payment Date |
Shares Issued |
March 31, 2023 |
397,865 |
June 30, 2023 |
338,014 |
September 30, 2023 |
347,852 |
December 31, 2023 |
329,656 |
6. Open Market Repurchase Program
The Fund’s Board approved an open market repurchase and discount management policy (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase determined at the discretion of the Investment Manager. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of management based on historical discount levels and current market conditions.
On a quarterly basis, the Fund’s Board will receive information on any transactions made pursuant to this policy during the prior quarter and management will post the number of shares repurchased on the Fund’s website on a monthly basis. Under the terms of the Program, the Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12-month period.
For the fiscal year ended December 31, 2023, the Fund did not repurchase any shares through this program.
7. Portfolio Investment Risks
a. Equity Securities Risk:
The stock or other security of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer than expected earnings or certain management decisions) or to the industry in which the company is engaged (such as a reduction in the demand for products or services in
Notes to Financial Statements (continued)
December 31, 2023
a particular industry). Holders of common stock generally are subject to more risks than holders of preferred stock or debt securities because the right to repayment of common shareholders' claims is subordinated to that of preferred stock and debt securities upon the bankruptcy of the issuer.
b. Focus Risk:
The Fund may have elements of risk not typically associated with investments in the United States due to focused investments in a limited number of countries or regions subject to foreign securities or currency risks. The Fund focuses its investments in India, which subjects the Fund to more volatility and greater risk of loss than geographically diverse funds. Such focused investments may subject the Fund to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions could cause the securities and their markets to be less liquid and their prices to be more volatile than those of comparable U.S. securities.
c. Issuer Risk:
The value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services. In an increasingly interconnected financial market, the adverse changes in the financial conditions of one issuer may negatively affect other issuers.
d. Management Risk:
The Fund is subject to the risk that the Investment Manager may make poor security selections. The Investment Manager and its portfolio managers apply their own investment techniques and risk analyses in making investment decisions for the Fund and there can be no guarantee that these decisions will achieve the desired results for the Fund. In addition, the Investment Manager may select securities that underperform the relevant market or other funds with similar investment objectives and strategies.
e. Market Events Risk:
Markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, the fluctuation of other stock markets around the world, and financial, economic and other global market developments and disruptions, such as those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public health emergencies and natural/environmental disasters. Such events can negatively impact the securities markets and cause the Fund to lose value.
Policy and legislative changes in countries around the world are affecting many aspects of financial regulation, and governmental and
quasi-governmental authorities and regulators throughout the world have previously responded to serious economic disruptions with a variety of significant fiscal and monetary policy changes.
The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. In addition, economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to countries or sectors experiencing economic and financial difficulties, the value and liquidity of the Fund’s investments may be negatively affected by such events.
f. Mid-Cap Securities Risk:
Securities of medium-sized companies tend to be more volatile and less liquid than securities of larger companies.
g. Non-U.S. Taxation Risk:
Income, proceeds and gains received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries, which will reduce the return on those investments. Tax treaties between certain countries and the United States may reduce or eliminate such taxes.
If, at the close of its taxable year, more than 50% of the value of the Fund’s total assets consists of securities of foreign corporations, including for this purpose foreign governments, the Fund will be permitted to make an election under the Code that will allow shareholders a deduction or credit for foreign taxes paid by the Fund. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes. A shareholder’s ability to claim an offsetting foreign tax credit or deduction in respect of such foreign taxes is subject to certain limitations imposed by the Code, which may result in the shareholder’s not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. If the Fund does not qualify for or chooses not to make such an election, shareholders will not be entitled separately to claim a credit or deduction for U.S. federal income tax purposes with respect to foreign taxes paid by the Fund; in that case the foreign tax will nonetheless reduce the Fund’s taxable income. Even if the Fund elects to pass through to its shareholders foreign tax credits or deductions, tax-exempt shareholders and those who invest in the Fund through tax-advantaged accounts such as IRAs will not benefit from any such tax credit or deduction.
h. Risks Associated with Indian Markets:
The Indian securities markets are, among other things, substantially smaller, less developed, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisitions and
Notes to Financial Statements (continued)
December 31, 2023
dispositions of Indian securities involve special risks and considerations not present with respect to U.S. securities.
India has undergone and may continue to undergo rapid change and lack the social, political and economic stability of more developed countries. The value of the Fund’s assets may be adversely affected by political, economic, social and religious factors, changes in Indian law or regulations and the status of India’s relations with other countries. In addition, the economy of India may differ favorably or unfavorably from the U.S. economy in such respects as the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy, which could affect private sector companies and the Fund, market conditions, and prices and yields of securities in the Fund’s portfolio.
Economic growth in India is constrained by inadequate infrastructure, a cumbersome bureaucracy, corruption, labor market rigidities, regulatory and foreign investment controls, the “reservation” of key products for small-scale industries and high fiscal deficits. Changes in economic policies, or lack of movement toward economic liberalization, could negatively affect the general business and economic conditions in India, which could in turn affect the Fund’s investments.
There is also the possibility of nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including pandemic, war or terrorist attacks). All of these factors could adversely affect the economy of India, make the prices of Indian securities generally more volatile than the prices of securities of companies in developed markets and increase the risk of loss to the Fund.
i. Sector Risk:
To the extent that the Fund has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.
In particular, being invested heavily in the financial sector may make the Fund vulnerable to risks and pressures facing companies in that
sector, such as regulatory, consolidation, interest rate changes and general economic conditions.
Financial Sector Risk. To the extent that the financial sector represents a significant portion of the Fund's investments, the Fund will be sensitive to changes in, and its performance may depend to a greater extent on, factors impacting this sector. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, and decreased liquidity in credit markets. The impact of more stringent capital requirements, recent or future regulation of any individual financial company, or recent or future regulation of the financials sector as a whole cannot be predicted. In recent years, cyber attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses.
j. Small-Cap Securities Risk:
Securities of smaller companies are usually less stable in price and less liquid than those of larger, more established companies. Therefore, they generally involve greater risk.
k. Valuation Risk:
The price that the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund's valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could realize a greater than expected loss or lower than expected gain upon the sale of the investment. The Fund's ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
8. Contingencies
In the normal course of business, the Fund may provide general indemnifications pursuant to certain contracts and organizational documents. The Fund's maximum exposure under these arrangements is dependent on future claims that may be made against the Fund, and therefore, cannot be estimated; however, the Fund expects the risk of loss from such claims to be remote.
Notes to Financial Statements (concluded)
December 31, 2023
9. Tax Information
The U.S. federal income tax basis of the Fund's investments (including derivatives, if applicable) and the net unrealized appreciation as of December 31, 2023, were as follows:
Tax Cost of Securities |
Unrealized Appreciation |
Unrealized Depreciation |
Net Unrealized Appreciation/ (Depreciation) |
$365,429,398 |
$234,966,709 |
$(24,626,950) |
$210,339,759 |
The tax character of distributions paid during the fiscal years ended December 31, 2023 and December 31, 2022 was as follows:
|
December 31, 2023 |
December 31, 2022 |
Distributions paid from: |
|
|
Ordinary Income |
$ - |
$32,319,919 |
Net Long-Term Capital Gains |
48,963,296 |
55,857,651 |
Total tax character of distributions |
$48,963,296 |
$88,177,570 |
Amounts listed as “–” are $0 or round to $0.
As of December 31, 2023, the components of accumulated earnings on a tax basis were as follows:
Undistributed Ordinary Income |
$ - |
Undistributed Long-Term Capital Gains |
8,674,267 |
Total undistributed earnings |
$ 8,674,267 |
Capital loss carryforward |
$ -* |
Other currency gains |
- |
Other Temporary Differences |
- |
Unrealized Appreciation/(Depreciation) |
186,787,055** |
Total accumulated earnings/(losses) – net |
$195,461,322 |
Amounts listed as “–” are $0 or round to $0.
* |
During the fiscal year ended December 31, 2023, the Fund did not utilize a capital loss carryforward. |
** |
The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable to the difference between the tax deferral of wash sales and passive foreign investment company gain/(loss). |
GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the table below details the necessary reclassifications, which are a result of permanent differences primarily attributable to net operating loss. These reclassifications have no effect on net assets or net asset values per share.
Paid-in Capital |
Distributable Earnings/ (Accumulated Loss) |
$(5,907,521) |
$5,907,521 |
10. Subsequent Events
Management has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no disclosures and/or adjustments were required to the financial statements as of December 31, 2023, other than as noted below.
On February 9, 2024, the Fund announced that it will pay on March 28, 2024, a stock distribution of US $0.43 per share to all shareholders of record as of February 22, 2024.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
The India Fund, Inc.:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of The India Fund, Inc. (the Fund), including the portfolio of investments, as of December 31, 2023, 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 December 31, 2023, 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 Fund's 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 December 31, 2023, by correspondence with custodians and brokers; when replies were not received from brokers, we performed other 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 abrdn investment companies since 2009.
Philadelphia, Pennsylvania
February 28, 2024
Supplemental Information (Unaudited)
Board Approval of Investment Management Agreement
The Investment Company Act of 1940 (the “1940 Act”) and the terms of the investment management agreement (the “Management Agreement”) between The India Fund, Inc. (the “Fund”) and abrdn Asia Limited (the “Investment Manager” or “AAL”) require that the Management Agreement be approved annually at an in-person meeting by the Board of Directors of the Fund (the “Board” or “Directors”), including a majority of the Directors who have no direct or indirect interest in the Management Agreement and are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Directors”).
At a regularly scheduled quarterly meeting held on August 8, 2023 (the “Quarterly Meeting”), the Board voted unanimously to renew the Management Agreement between the Fund and the Investment Manager. In considering whether to approve the continuation of the Fund’s Management Agreement, the Board members received and considered a variety of information provided by the Investment Manager relating to the Fund, the Management Agreement and the Investment Manager, including information regarding the nature, extent and quality of services provided by the Investment Manager under the Management Agreement, comparative investment performance, premium and discount, fee and expense information of a peer group of funds (the “Peer Group”) selected by Institutional Shareholder Services Inc. (“ISS”), an independent third-party provider of investment company data, and other performance information for relevant benchmark indices. In addition, the Independent Directors of the Fund held a separate telephonic meeting on July 28, 2023 (the “Contract Review Meeting” and together with the Quarterly Meeting, the “Meetings”) to review the materials provided and the relevant legal considerations and met in executive session outside the presence of Fund management at the Contract Review Meeting and Quarterly Meeting with their independent legal counsel to discuss the Management Agreement.
The materials provided to the Board generally included, among other items: (i) information regarding the Fund’s expenses and management fees, including information comparing the Fund’s expenses to those of the Peer Group and information about applicable fee “breakpoints” and any expense limitations; (ii) information regarding the profitability of the Management Agreement to the Investment Manager; (iii) information on the investment performance of the Fund and the performance of the Peer Group and the Fund’s performance benchmark; (iv) a report prepared by the Investment Manager in response to a request submitted by the Independent Directors’ independent legal counsel on behalf of the Independent Directors; and (v) a memorandum from the Independent Directors’ independent legal counsel on the responsibilities of the Board in considering the approval of the investment management arrangements under the 1940 Act and Maryland law.
In addition, the Board, including the Independent Directors, also considered other matters such as: (i) the Investment Manager’s investment personnel and operations, (ii) the Investment Manager’s financial condition and stability, (iii) the resources devoted by the Investment Manager to the Fund, (iv) the Fund’s investment objective and strategy, (v) the Investment Manager’s record of compliance with the Fund’s investment policies and restrictions, policies on personal securities transactions and other compliance policies, (vi) possible conflicts of interest, and (vii) the allocation of the Fund’s brokerage, and the use, if any, of “soft” commission dollars to pay the Fund’s expenses and to pay for research and other similar services. Throughout the process, the Board members had the opportunity to ask questions of and request additional information from management.
The Independent Directors were advised by independent legal counsel throughout the process and also consulted in executive sessions with their counsel regarding consideration of the renewal of the Management Agreement. In determining whether to approve the continuation of the Management Agreement, the Board, including the Independent Directors, did not identify any single factor as determinative. Individual Directors may have evaluated the information presented differently from one another and given different weights to various factors. Matters considered by the Board, including the Independent Directors, in connection with its approval of the continuation of the Management Agreement include the factors listed below.
The Board also noted that in addition to the materials provided by the Investment Manager in connection with the Board’s consideration of the renewal of the Management Agreement at the Meeting, the Board received and reviewed materials in advance of each regular quarterly meeting that contained information about the Fund’s investment performance and information relating to the services provided by the Investment Manager.
As part of their deliberations, the Directors considered the following:
The costs of the services provided and profits realized by the Investment Manager and its affiliates from their relationships with the Fund. The Board reviewed with management the effective annual management fee rate paid by the Fund to the Investment Manager for investment management services. The Board received and took into account information compiled at the request of the Fund by ISS that compared the Fund’s effective annual management fee rate with the fees paid by its Peer Group. The Board considered the management fee structure, including that management fees for the Fund were based on the Fund’s average weekly managed assets, defined as total assets of the Fund, including any assets attributable to leverage, minus all liabilities, but not excluding any liabilities or obligations attributable to leverage obtained by the Fund for investment purposes through (i) the issuance or incurrence of indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, and/or (iii) any other means, but
Supplemental Information (Unaudited) (continued)
not including any collateral received for securities loaned by the Fund. Management noted that due to the unique strategy and structure of the Fund, abrdn did not have any SEC-registered closed-end funds that were directly comparable to the Fund. Although there were no other substantially similar AAL-managed closed-end funds against which to compare the Fund’s management fees, the Investment Manager provided information for other products advised by AAL or its affiliates with similar investment strategies to those of the Fund where available. In evaluating the Fund’s management fees, the Board took into account the demands, complexity and quality of the investment management of the Fund.
In addition to the foregoing, the Board considered the Fund’s fees and expenses as compared to its Peer Group.
Investment performance of the Fund and the Investment Manager. The Board received and reviewed with the Fund’s management, among other performance data, information that compared the Fund’s return to comparable investment companies. The Board also received and considered performance information compiled by ISS as compared with the fund in the Fund’s Morningstar category (the “Morningstar Group”). Additionally, because of the limited number of funds in the Fund’s Morningstar Group, the Fund’s performance was also compared against the Peer Group.
In addition, the Board received and reviewed information regarding the Fund’s total return on a net and gross basis and relative to the Fund’s benchmark and the Fund’s share performance and premium/discount information. The Board also received and considered information about the Fund’s total return against the respective Morningstar Group and Peer Group averages and against other abrdn-managed funds. The Directors considered management’s discussion of the factors contributing to differences in performance, including differences in the investment strategies, restrictions and risks of each of these other funds. Additionally, the Board took into account information about the Fund’s discount/premium ranking relative to its Morningstar Group and Peer Group and management’s discussion of the Fund’s performance. The Board also considered the Investment Manager’s performance and reputation generally, the responsiveness of the Investment Manager to Director concerns about performance and the willingness of the Investment Manager to take steps intended to improve performance. The Board concluded that overall Fund performance supported continuation of the Management Agreement.
The nature, extent and quality of the services provided to the Fund under the Management Agreement. The Directors also considered the nature, extent and quality of the services provided by the Investment Manager to the Fund and the resources dedicated to the Fund by the Investment Manager and its affiliates. Among other things, the Board reviewed the background and experience of the Investment Manager’s senior management personnel and the qualifications, background and responsibilities of the portfolio managers primarily responsible for the day-to-day portfolio management services for the Fund. The Directors also considered the financial condition of the Investment Manager and the Investment Manager’s ability to provide quality service to the Fund. Management reported to the Board on, among other things, its business plans and organizational changes. The Directors also took into account the Investment Manager’s investment experience and considered information regarding the Investment Manager’s compliance with applicable laws and Securities and Exchange Commission and other regulatory inquiries or audits of the Fund and/or the Investment Manager. The Board considered the Investment Manager’s risk management processes. The Board noted that they received information on a regular basis from the Fund’s Chief Compliance Officer regarding the Investment Manager’s compliance policies and procedures and considered the Investment Manager’s brokerage policies and practices. The Directors took into account their knowledge of management and the quality of the performance of management’s duties through Board meetings, discussion and reports during the preceding year.
Economies of Scale. The Board considered management’s discussion of the Fund’s management fee structure and determined that the management fee structure was reasonable and reflected economies of scale being shared between the Fund and the Investment Manager. The Board based its determination on various factors, including how the Fund’s management fees compared relative to the Peer Group at higher asset levels and that the Fund’s management fee schedule provided breakpoints at higher asset levels to adjust for anticipated economies in the event of asset increases, as applicable.
The Board also considered other factors, which included but were not limited to the following:
• | the nature, quality, cost and extent of administrative services and investor relations services performed by abrdn Inc. (“AI”), an affiliate of the Investment Manager, under separate agreements covering administrative services and investor relations services. |
• | whether the Fund has operated in accordance with its investment objective, the Fund’s record of compliance with its investment restrictions, and the compliance programs of the Investment Manager. |
• | the effect of any market and economic volatility on the performance, asset levels and expense ratios of the Fund. |
• | so-called “fallout benefits” to the Investment Manager or AI, such as the benefits of research made available to the Investment Manager or AI by reason of brokerage commissions generated by the Fund’s securities transactions or reputational and other indirect benefits. The Board considered any possible conflicts of interest associated with these fallout and other benefits, and the reporting, disclosure and other processes in place to disclose and monitor such possible conflicts of interest. |
* * *
Supplemental Information (Unaudited) (concluded)
Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, voting separately, approved the Fund’s Management Agreement for an additional one-year period.
Additional Information Regarding the Fund (Unaudited)
Recent Changes
The following information is a summary of certain changes during the fiscal year ended December 31, 2023. This information may not reflect all of the changes that have occurred since you purchased the Fund.
During the applicable period, there have been: (i) no material changes to the Fund’s investment objective and policies that constitute its principal portfolio emphasis that have not been approved by shareholders; (ii) no material changes to the Fund’s principal risks; and (iii) no changes to the Fund’s charter or by-laws that would delay or prevent a change of control.
Changes to Persons Primarily Responsible for Day-to-Day Management of the Fund
Effective September 1, 2023, Adrian Lim left abrdn and retired from the investment management industry. The Fund continues to be managed by James Thom, Flavia Cheong, Kristy Fong and Yoojeong Oh.
Investment Objectives. Strategies and Policies
The investment objective of the Fund is long-term capital appreciation, which it seeks to achieve by investing primarily in the equity securities of Indian companies.
Equity securities include common and preferred stock (including convertible preferred stock), American, global or other types of depositary receipts, or ADRs, convertible bonds, notes and debentures, equity interests in trusts, partnerships, joint ventures or similar enterprises and common stock purchase warrants and rights. Most of the equity securities purchased by the Fund are expected to be traded on an Indian stock exchange or in an Indian over-the-counter market.
The Fund’s investment objective and its policy to invest, under normal market conditions, at least 80% of its total assets in equity securities of Indian companies are fundamental policies of the Fund that may not be changed without the approval of a majority of the Fund’s outstanding voting securities.
Portfolio Structure
Under normal market conditions, at least 80% of the Fund’s total assets are invested in equity securities of Indian companies. “Indian companies” are companies that:
• |
are organized under the laws of India, |
• |
regardless of where organized, derive at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed, in India, or have at least 50% of their assets in India, or |
• |
have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market. |
Up to 20% of the Fund’s total assets may be invested, subject to certain restrictions, in:
• |
equity securities of companies (other than companies considered “Indian companies” under the above criteria), regardless of where organized, which the Investment Manager believes derive, or will derive, at least 25% of their revenues from business in or with India, or have at least 25% of their assets in India, |
• |
debt securities including high yield/high risk and unrated debt (commonly referred to as “junk bonds”), denominated in Indian rupees or issued or guaranteed by an Indian company, the Government of India or an Indian governmental entity, and |
• |
debt securities of the type described below under “– Temporary Investments.” We refer to these securities as “temporary investments.” |
Up to 20% of the Fund’s assets may also be utilized to purchase and sell options on securities, financial futures, fixed income indices and other financial futures contracts, enter into interest rate transactions and to enter into currency transactions, sell securities short and loan portfolio securities. The Fund will only invest in such assets in order to hedge against financial risks. With respect to interest rate transactions, the Fund may enter into interest rate swaps and may purchase or sell interest rate caps and floors. Currency transactions may include currency forward contracts, exchange listed currency futures contracts, exchange listed and over-the-counter options on currencies and currency swaps. Although the Fund does not presently do so or intend to do so to any significant extent, the Fund may from time to time sell securities short. The Fund will not be obligated, however, to do any hedging and makes no representation as to the availability of these techniques at this time or at any time in the future.
The Fund’s assets may be invested in debt securities, other than temporary investments, when the Investment Manager believes that, based upon factors such as relative interest rate levels and foreign exchange rates, such securities offer opportunities for long-term capital appreciation. The Fund may invest up to 100% of its assets in temporary investments for temporary defensive purposes due to political, market or other factors affecting markets in India.
The Fund may invest in investment funds, including unregistered funds, that invest at least 80% of their total assets in the equity securities of Indian companies in which the Fund is authorized to invest. Subject to the provisions of and rules under the 1940 Act, the Fund may invest in investment funds as a means of investing in other equity securities in which the Fund is authorized to invest when the Investment Manager believes that such investments may be more advantageous to the Fund than a direct market purchase of such securities.
The Fund may invest its assets in a broad spectrum of industries. In selecting industries and companies for investment, the Investment
Additional Information Regarding the Fund (Unaudited) (continued)
Manager may, among other factors, consider overall growth prospects, financial condition, competitive position, technology, research and development, productivity, labor costs, raw material costs and sources, profit margins, return on investment, structural changes in local economies, capital resources, the degree of government regulation or deregulation, management and other factors.
While the Fund invests a substantial portion of its assets in the securities of established Indian companies, it also may invest in the securities of less seasoned and smaller and mid-capitalization Indian companies.
In seeking to achieve the Fund’s investment objective, the Investment Manager invests in quality companies and are active, engaged owners. The Investment Manager evaluates every company against quality criteria and build conviction using a team-based approach and peer review process. The quality assessment covers five key factors: (1) durability of the business model, (2) the attractiveness of the industry, (3) the strength of financials, (4) the capability of management, and (5) the most material ESG factors impacting a company. Examples of ESG factors considered by the Investment Manager include, but are not limited to, carbon emissions, climate risks, labor management, employee safety and corporate governance. The specific factors considered may vary depending on the type of company being evaluated.
The Investment Manager seeks to understand what is changing in companies, industries and markets but isn’t being priced into the market or is being mispriced. Through fundamental research, supported by a global research presence, the Investment Manager seeks to identify companies whose quality is not yet fully recognized by the market.
The Investment Manager may sell a security when it perceives that a company’s business direction or growth potential has changed or the company’s valuations no longer offer attractive relative value.
Temporary Investments
The Fund may hold and/or invest its assets in cash and/or temporary investments for cash management purposes, pending investment in accordance with the Fund’s investment objective and policies and to meet operating expenses. In addition, the Fund may take a temporary defensive posture and invest without limitation in temporary investments. The Fund may assume a temporary defensive posture when, due to political, market or other factors broadly affecting markets, the Investment Manager determines that either opportunities for capital appreciation in those markets may be significantly limited or that significant diminution in value of the securities traded in those markets may occur. To the extent that the
Fund invests in temporary investments, it may not achieve its investment objective.
Specifically, “temporary investments” are debt securities denominated in U.S. dollars or in another freely convertible currency including:
• |
short-term (less than 12 months to maturity) and medium-term (not greater than five years to maturity) obligations issued or guaranteed by: |
• |
the U.S. government or the Indian government or their agencies or instrumentalities, or |
• |
international organizations designated or supported by multiple foreign governmental entities to promote economic reconstruction or development; |
• |
finance company obligations, corporate commercial paper and other short-term commercial obligations, in each case rated, or issued by companies with similar securities outstanding that are rated, Prime-1 or A or better by Moody’s Investors Service, Inc. or A-1 or A or better by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc., or, if unrated, of comparable quality as determined by the Investment Manager; |
• |
obligations (including certificates of deposit, time deposits, demand deposits and bankers’ acceptances) of banks, subject to the restriction that the Fund may not invest more than 25% of its total assets in bank securities; and |
• |
repurchase agreements with respect to securities in which the Fund may invest. The banks whose obligations may be purchased by the Fund and the banks and broker-dealers with which the Fund may enter into repurchase agreements include any member bank of the |
U.S. Federal Reserve System and any broker-dealer or any foreign bank that has been determined by the Investment Manager to be creditworthy.
Repurchase agreements are contracts pursuant to which the seller of a security agrees at the time of sale to repurchase the security at an agreed upon price and date. When the Fund enters into a repurchase agreement, the seller will be required to maintain the value of the securities subject to the repurchase agreement, marked to market daily, at not less than their repurchase price. Repurchase agreements may involve risks in the event of insolvency or other default by the seller, including possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities.
Other Investments
Illiquid securities. The Fund may invest up to 20% of its total assets in illiquid securities for which there may be no or only a limited trading market and for which a low trading volume of a particular security may result in abrupt and erratic price movements. The Fund may invest in private or newly public companies. The Fund does not currently intend to invest in privately placed securities other than those where no term, other than price and payment terms, is
Additional Information Regarding the Fund (Unaudited) (continued)
negotiated. The Fund may be unable to dispose of its holdings in illiquid securities at then-current market prices and may have to dispose of such securities over extended periods of time. In some cases, illiquid securities will be subject to contractual or legal restrictions on transfer. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded.
Rule 144A securities. The Fund may purchase certain restricted securities, or Rule 144A securities, for which there is a secondary market of qualified institutional buyers, as contemplated by Rule 144A under the 1933 Act. Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resale of certain restricted securities to qualified institutional buyers. One effect of Rule 144A is that certain restricted securities may now have liquidity, though there is no assurance that a liquid market for Rule 144A securities will develop or be maintained. To the extent that the number of qualified institutional buyers is reduced, a previously liquid Rule 144A security may be determined to be illiquid, thus increasing the percentage of illiquid assets in the Fund’s portfolio. The Board of Directors has adopted policies and procedures for the purpose of determining whether securities that are eligible for resale under Rule 144A are liquid or illiquid securities. Pursuant to those policies and procedures, the Board of Directors has delegated to the Investment Manager the determination as to whether a particular security is liquid or illiquid.
Convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest generally paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have several unique investment characteristics such as:
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higher yields than common stocks but lower yields than comparable nonconvertible securities; |
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a lesser degree of fluctuation in value than the underlying stock since they have fixed income characteristics; and |
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the potential for capital appreciation if the market price of the underlying common stock |
A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Fund is called for redemption, the Fund may be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Fund’s ability to achieve its investment objective.
In selecting convertible debt securities for the Fund, the following factors, among others, may be considered by the Investment Manager:
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the creditworthiness of the issuers of the securities; |
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the interest income generated by the securities; |
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the potential for capital appreciation of the securities and the underlying stock; |
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the conversion prices of the securities relative to the underlying stocks; and |
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the conversion prices of the securities relative to other comparable securities. |
Warrants. The Fund may invest in warrants, which are securities permitting but not obligating their holder to subscribe for other securities. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of an issuer. As a result, an investment in warrants may be considered more speculative than certain other types of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date.
Equity-linked debt securities. The Fund may invest in equity-linked debt securities. The amount of interest and/or principal payments that an issuer of equity-linked debt securities is obligated to make is linked to the performance of a specified index of equity securities and may be significantly greater or less than payment obligations in respect of other types of debt securities. As a result, an investment in equity- linked debt securities may be considered more speculative than other types of debt securities. In selecting equity-linked debt securities for the Fund, the Investment Manager may consider, among other factors, the creditworthiness of the issuers of the securities and the volatility of the index of equity securities.
Additional Investment Activities
In addition to the investment policies discussed above, the Fund may engage in certain additional investment activities. These activities may be limited by Indian law or regulations.
Hedging
The Fund is authorized to use various hedging and investment strategies. From time to time and as permitted by the 1940 Act, the Fund may engage in certain hedging activities described below to hedge various market risks (such as broad or specific market movements and interest rates and currency exchange rates).
In addition, techniques and instruments may change over time as new instruments and strategies are developed or regulatory changes occur.
Additional Information Regarding the Fund (Unaudited) (continued)
Subject to the constraints described above, the Fund may purchase and sell interest rate, currency or stock index futures contracts and enter into currency forward contracts and currency swaps. It may purchase and sell (or write) exchange listed and over-the-counter put and call options on debt and equity securities, currencies, futures contracts, fixed income and stock indices and other financial instruments. And it may enter into interest rate transactions, equity swaps and related transactions and other similar transactions that may be developed to the extent the Investment Manager determines are consistent with the Fund’s investment objective and policies and applicable regulatory requirements. The Fund’s futures transactions will be entered into for hedging purposes. There is, however, no limit on the Fund’s assets that can be put at risk through the use of futures contracts and options thereon, and the value of the Fund’s futures contracts and options thereon may equal or exceed 100% of the Fund’s total assets. The Fund’s interest rate transactions may take the form of swaps, caps, floors and collars, currency forward contracts, currency futures contracts, currency swaps and options on currency or currency futures contracts.
The Investment Manager has claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act (the "CEA") pursuant to Rule 4.5 under the CEA with respect to the Fund. The Investment Manager is not, therefore, is not subject to registration or regulation as a “commodity pool operator” under the CEA.
When-Issued and Delayed Delivery Securities
The Fund may purchase securities on a when-issued or delayed delivery basis. Securities purchased on a when-issued or delayed delivery basis are purchased for delivery beyond the normal settlement date at a stated price. No income accrues to the purchaser of a security on a when-issued or delayed delivery basis prior to delivery. Such securities are recorded as an asset and are subject to changes in value based upon changes in market prices. Purchasing a security on a when-issued or delayed delivery basis can involve a risk that the market price at the time of delivery may be lower than the agreed-upon purchase price, in which case there could be an unrealized loss at the time of delivery. The Fund will only make commitments to purchase securities on a when-issued or delayed delivery basis with the intention of actually acquiring the securities, but it may sell them before the settlement date if it is deemed advisable.
Loans of Portfolio Securities
The Fund may lend to banks and broker-dealers portfolio securities with an aggregate market value of up to one-third of its total assets when it deems advisable. By doing so, the Fund attempts to earn income through the receipt of interest on the loan. In the event of the bankruptcy of the other party to a securities loan, the Fund could
experience delays in recovering the securities that it lent. To the extent that, in the meantime, the value of the securities that the Fund has lent has increased, the Fund could experience a loss.
Any such loans must be secured by collateral (consisting of any combination of cash, U.S. Government securities irrevocable letters of credit or other high-quality debt securities) in an amount at least equal (on a daily marked-to-market basis) to the current market value of the securities loaned. Any securities that the Fund may receive as collateral will not become a part of its portfolio at the time of the loan and, in the event of a default by the borrower, the Fund will, if permitted by law, dispose of such collateral except for such part thereof that is a security in which the Fund is permitted to invest. During the time that securities are on loan, the borrower will pay the Fund any accrued income on those securities, and the Fund may invest the cash collateral and earn additional income or receive an agreed-upon fee from a borrower that has delivered cash equivalent collateral. Cash collateral received by the Fund will be invested in securities in which the Fund is permitted to invest. The value of securities lent will be marked to market daily. Portfolio securities purchased with cash collateral are subject to possible depreciation. Loans of securities by the Fund will be subject to termination at the Fund’s or the borrower’s option. The Fund may pay reasonable negotiated fees in connection with loaned securities, so long as such fees are set forth in a written contract and approved by the Fund’s Board of Directors.
Investment Funds
The Fund may invest in investment funds, including unregistered funds, other than those for which the Investment Manager serve as investment adviser or sponsor and which invest principally in securities in which the Fund is authorized to invest. Under the 1940 Act, the Fund is restricted in the amount it may invest in such funds. To the extent that the Fund invests in other investment funds, including unregistered funds, the Fund’s stockholders will incur certain fees and expenses, including investment advisory fees. As a stockholder in an investment fund, the Fund will bear its ratable share of the investment fund’s expenses and will remain subject to payment of the Fund’s advisory and other fees and expenses with respect to assets so invested.
Short Sales
Although the Fund does not presently do so or intend to do so to any significant extent, the Fund may from time to time sell securities short. A short sale is a transaction in which the Fund would sell securities it does not own but has borrowed. In the event the Fund elects to sell securities short, the Fund’s intention would be to seek to take advantage of decreases in the market prices of securities in order to increase the Fund’s return on its investments. When the Fund makes a short sale, the proceeds it receives from the sale will be held
Additional Information Regarding the Fund (Unaudited) (continued)
on behalf of a broker until the Fund replaces the borrowed securities. To deliver the securities to the buyer, the Fund will need to arrange through a broker to borrow the securities, and, in so doing, the Fund will become obligated to replace the securities borrowed at their market price at the time of replacement, whatever that price may be. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced.
The Fund’s obligation to replace the securities borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash, U.S. government securities or other liquid debt obligations.
Short sales by the Fund involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited whereas losses from purchases can equal only the total amount invested.
Leverage
Although the Fund does not presently do so, the Fund may utilize leverage by borrowing or by issuing preferred stock or short-term debt securities in an amount up to 25% of the Fund’s total assets. Borrowings may be secured by the Fund’s assets. Temporary borrowings in an additional amount of up to 5% of the Fund’s total assets may be made without regard to the foregoing limitation for temporary or emergency purposes such as clearance of portfolio transactions, share repurchases and payment of dividends.
Leverage by the Fund creates an opportunity for increased return but, at the same time, creates special risks. For example, leverage may exaggerate changes in the net asset value of the common stock and in the return on the Fund’s portfolio. Although the principal of any leverage will be fixed, the Fund’s assets may change in value during the time the leverage is outstanding. Leverage will create expenses for the Fund that can exceed the income from the assets acquired with the proceeds of the leverage. All expenses associated with leverage would be borne by common stockholders. Furthermore, an increase in interest rates could reduce or eliminate the benefits of leverage and could reduce the value of the Fund’s common stock.
The Fund also may enter into reverse repurchase agreements with any member bank of the U.S. Federal Reserve System and any broker-dealer or any foreign bank that has been determined by the Investment Manager to be creditworthy. Under a reverse repurchase agreement, the Fund would sell securities and agree to repurchase them at a mutually agreed upon date and price. Reverse repurchase agreements involve the risk that the market value of the securities purchased with the proceeds of the sale of securities received by the Fund may decline below the price of the securities that the Fund is
obligated to repurchase. In the event that the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Fund’s obligations to repurchase the securities, and the Fund’s use of proceeds of the reverse repurchase agreement may effectively be restricted pending the decision.
Asset Coverage Requirements
The 1940 Act generally prohibits the Fund from engaging in most forms of leverage representing indebtedness other than preferred shares unless immediately after such incurrence the Fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, “total net assets”) is at least 300% of the aggregate senior securities representing indebtedness (i.e., the use of leverage through senior securities representing indebtedness may not exceed 33 1/3% of the Fund’s total net assets (including the proceeds from leverage)). Additionally, under the 1940 Act, the Fund generally may not declare any dividend or other distribution upon any class of its capital shares, or purchase any such capital shares, unless at the time of such declaration or purchase, this asset coverage test is satisfied.
With respect to asset coverage for preferred shares, under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance the value of the Fund’s total net assets (as defined above) is at least 200% of the liquidation value of the outstanding preferred shares and the newly issued preferred shares plus the aggregate amount of any senior securities of the Fund representing indebtedness (i.e., such liquidation value plus the aggregate amount of senior securities representing indebtedness may not exceed 50% of the Fund’s total net assets). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless, at the time of such declaration, the value of the Fund’s total net assets (determined after deducting the amount of such dividend or other distribution) satisfies the above-referenced 200% coverage requirement.
Risk Factors
General
The Fund is a non-diversified, closed-end investment company designed primarily as a long-term investment and not as a trading tool. An investment in the Fund’s Shares may be speculative and involves a high degree of risk. The Fund should not be considered a complete investment program. Due to the uncertainty in all investments, there can be no assurance that the Fund will achieve its investment objective.
Additional Information Regarding the Fund (Unaudited) (continued)
Equity Risk
The value of equity securities, including common stock, preferred stock and convertible stock, will fluctuate in response to factors affecting the particular company, as well as broader market and economic conditions. Moreover, in the event of the company’s bankruptcy, claims of certain creditors, including bondholders, will have priority over claims of common stock holders and are likely to have varying types of priority over holders of preferred and convertible stock.
As an investment company that holds primarily common stocks, the Fund’s portfolio is subject to the possibility that common stock prices will decline over short or even extended periods. The Fund may remain substantially fully invested during periods when stock prices generally rise and also during periods when they generally decline. Moreover, as a holder of common stock, the Fund’s rights to the assets of the companies in which it invests will be subordinated to such companies’ holders of preferred stock and debt in the event of a bankruptcy, liquidation or similar proceeding. Accordingly, if such an event were to occur to such a company in which the Fund invests, the Fund would be entitled to such a company’s assets only after such company’s preferred stockholders and debt holders have been paid. Risks are inherent in investments in equities, and Fund stockholders should be able to tolerate significant fluctuations in the value of their investment in the Fund.
Fixed Income Risk
The Fund may invest up to 20% of its assets in debt securities whose value will tend to decrease as interest rates rise. Generally, the Fund’s fixed income securities will decrease in value if interest rates rise and vice versa. The Fund may be subject to a greater risk of rising interest rates due to the current interest rate environment and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives.
Investment and Market Risk
Deteriorating market conditions might cause a general weakness in the market that reduces the prices of securities in that market. Developments in the stock market could also adversely affect the Fund by reducing the relative attractiveness of stocks as an investment. Also, to the extent that the Fund emphasizes stocks from any given industry, it could be hurt if that industry does not do well.
Additionally, the Fund could lose value if the individual stocks in which it maintains long positions and/or the overall stock markets on which the stocks trade decline in price. Stocks and stock markets may experience short-term volatility (price fluctuation) as well as extended periods of price decline or increase. Individual stocks are affected by many factors, including:
• |
market trends, including investor demand for a particular type of stock, such as growth or value stocks, small or large stocks, or stocks within a particular |
Stock markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, national and world social and political events, and the fluctuation of other stock market around the world.
Market Events Risk
The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, investor sentiment and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, terrorism, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund's investments may be negatively affected. In addition, any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the world economy, which in turn could adversely affect the Fund's investments.
Conflicts of Interest Risk
The portfolio managers' management of “other accounts” may give rise to potential conflicts of interest in connection with their management of a Fund's investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the 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, the Investment Manager 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,
Additional Information Regarding the Fund (Unaudited) (continued)
the Investment Manager 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 abrdn based on the performance of the portfolio held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict could include instances in which securities considered as investments for the Fund also may be appropriate for other investment accounts managed by the Adviser or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, the Investment Manager 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 the Fund from time to time, it is the opinion of the Investment Manager that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Trust 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.
From time to time, the Investment Manager may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to clients through one or more product structures. Such accounts also may serve the purpose of establishing a performance record for the strategy. The management by the Investment Manager of accounts with proprietary interests and nonproprietary client accounts may create an incentive to favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. Investment Manager's proprietary seed accounts may include long-short strategies, and certain client strategies may permit short sales. A conflict of interest arises if a security is sold short at the same time as a long position, and continuous short selling in a security may adversely affect the stock price of the same security held long in client accounts. The Investment Manager has adopted various policies to mitigate these conflicts.
In addition, the 1940 Act limits the Fund's ability to enter into certain transactions with certain affiliates of the Investment Manager. As a result of these restrictions, the Fund may be prohibited from buying or selling any security directly from or to any portfolio company of a
fund managed by the Investment Manager or one of its affiliates. Nonetheless, the Fund may under certain circumstances purchase any such portfolio company's loans or securities in the secondary market, which could create a conflict for the Investment Manager between the interests of the Fund and the portfolio company, in that the ability of the Investment Manager to recommend actions in the best interest of the Fund might be impaired. The 1940 Act also prohibits certain “joint” transactions with certain of the Fund's affiliates (which could include other abrdn-managed Funds), which could be deemed to include certain types of investments, or restructuring of investments, in the same portfolio company (whether at the same or different times). These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund. The Board has approved policies and procedures reasonably designed to monitor potential conflicts of interest. The Board will review these procedures and any conflicts that may arise. The Investment Manager or its respective members, officers, directors, employees, principals or affiliates may come into possession of material, non-public information. The possession of such information may limit the ability of the Fund to buy or sell a security or otherwise to participate in an investment opportunity. Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by Investment Manager for other clients, and the Investment Manager will not employ information barriers with regard to its operations on behalf of its registered and private funds, or other accounts. In certain circumstances, employees of the Investment Manager may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict the Fund's ability to trade in the securities of such companies.
Inflation Risk
Inflation risk is the risk that the purchasing power of assets or income from investment will be less in the future as inflation decreases the value of money. To the extent that inflation occurs, it will reduce the real value of dividends paid by the Fund and the Fund’s common stock. Most emerging market countries, in particular, have experienced substantial, and in some periods extremely high and volatile, rates of inflation. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on economies and securities markets globally. In an attempt to control inflation, wage and price controls have been imposed at times in certain countries.
Management Risk
The Fund is subject to management risk because it is an actively managed portfolio. The Fund's successful pursuit of its investment objective depends upon the Investment Manager's ability to find and exploit market inefficiencies with respect to undervalued securities
Additional Information Regarding the Fund (Unaudited) (continued)
and identify companies experiencing a change in dividend policy, including the announcement of restructuring initiatives or special dividends. Such situations occur infrequently and sporadically and may be difficult to predict, and may not result in a favorable pricing opportunity that allows the Investment Manager to fulfill the Fund's investment objective. The Investment Manger's security selections and other investment decisions might produce losses or cause the Fund to underperform when compared to other funds with similar investment goals. If one or more key individuals leave the employ of the Investment Manager, the Investment Manager may not be able to hire qualified replacements, or may require an extended time to do so. This could prevent the Fund from achieving its investment objective.
Issuer Risk
The value of an issuer's securities that are held in the Fund's portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
Risks Related to the Fund’s Operations
Country/Regional Focus Risk
Focusing on a single country involves increased currency, political, regulatory and other risks. Market swings in the targeted country will have a greater effect on portfolio performance than they would in a more geographically diversified fund.
India Investing Risk
Political, economic, social and other factors in India may adversely affect the Fund’s performance.
An emerging market such as India has undergone and may continue to undergo rapid change and lack the social, political and economic stability of more developed countries. The value of the Fund’s assets may be adversely affected by political, economic, social and religious factors, changes in Indian law or regulations and the status of India’s relations with other countries. In addition, the economy of India may differ favorably or unfavorably from the U.S. economy in such respects as the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy, which could affect private sector companies and the Fund, market conditions, and prices and yields of securities in the Fund’s portfolio.
Economic growth in India is constrained by inadequate infrastructure, a cumbersome bureaucracy, corruption, labor market rigidities, regulatory and foreign investment controls, the “reservation” of key
products for small-scale industries and high fiscal deficits. There is also the possibility of nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability, sectarian violence or diplomatic developments (including war or terrorist attacks). Religious and border disputes persist in India. The Indian government has confronted separatist movements in several Indian states. Additionally, India has experienced hostilities with neighboring countries, such as Pakistan and China. The longstanding dispute with Pakistan over the Indian states of Jammu and Kashmir remains unresolved.
Changes in economic policies, or lack of movement toward economic liberalization, could negatively affect the general business and economic conditions in India, which could in turn affect the Fund’s investments.
Further, the economies of developing countries such as India generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by the trade policies of the countries with which they trade. The Indian economy also has been and may continue to be adversely affected by economic conditions in the countries with which it trades.
There are over 20 recognized stock exchanges in India. The securities market in India is substantially smaller, less liquid and significantly more volatile than the securities market in the United States. The relatively small market capitalizations of, and trading values on, Indian stock exchanges may cause the Fund’s investments in securities listed on these exchanges to be comparatively less liquid and subject to greater price volatility than comparable U.S. investments. The limited liquidity of the Indian securities markets may also affect the Fund’s ability to acquire or dispose of securities at the price and time that it desires.
A high proportion of the shares of many Indian issuers are held by a limited number of persons, which may limit the number of shares available for investment by the Fund. In addition, further issuances, or the perception that such issuances may occur, of securities by Indian issuers in which the Fund has invested could dilute the earnings per share of the Fund’s investment and could adversely affect the market price of such securities. Sales of securities by such issuer’s major stockholders, or the perception that such sales may occur, may also significantly and adversely affect the market price of such securities and, in turn, the Fund’s investment. A limited number of issuers represent a disproportionately large percentage of market capitalization and trading value.
Indian stock exchanges have in the past experienced substantial fluctuations in the prices of their listed securities. They have also experienced problems such as temporary exchange closures, broker defaults, settlement delays, broker strikes, and restrictions on trading certain securities that, if they occur again in the future, could affect
Additional Information Regarding the Fund (Unaudited) (continued)
the market price and liquidity of the Indian securities in which the Fund invests.
The foregoing factors could impede the ability of the Fund to effect portfolio transactions on a timely basis and could have an adverse effect on the net asset value of the Fund’s shares of common stock and the price at which those shares trade.
In addition, the stock market in India is volatile. Indian stocks, like those in other emerging markets, have a history of extreme volatility with sharp advances and rapid declines, which can be sudden and unpredictable. In addition to their smaller size, lesser liquidity and greater volatility, Indian securities markets are less developed than U.S. securities markets. Disclosure and regulatory standards are in many respects less stringent than U.S. standards. Issuers in India are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers.
There is substantially less publicly available information about Indian issuers than there is about U.S. issuers.
There is less regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants than in the United States. Moreover, issuers of securities in India are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, stockholder proxy requirements and the timely disclosure of information.
Legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities and stockholders’ rights may differ from those that may apply in other jurisdictions. Stockholders’ rights under Indian law may not be as extensive as those that exist under the laws of the United States. The Fund may therefore have more difficulty asserting its rights as a stockholder of an Indian company in which it invests than it would as a stockholder of a comparable American company. The Fund may also have difficulty enforcing foreign judgments against Indian companies or their management.
The Fund will invest in India as a sub-account of the Investment Manager, which is registered as a foreign institutional investor (“FII”) with the Securities and Exchange Board of India (“SEBI”). There are limits on to the total investments permitted to be made by the Investment Manager in the Indian markets and on the amount of equity and debt securities the Investment Manager may hold of a particular Indian company, in addition to limits on the ability to invest in certain industries, on behalf of all of the sub-accounts for which it is investing, and by each individual sub-account, subject to certain exceptions.
There can be no assurance that the Investment Manager will continue to qualify as an FII or that the Indian regulatory authorities will continue to grant such qualifications, and the loss of such qualifications could adversely impact the ability of the Fund to make and dispose of investments in India. The registration of the Fund as a sub-account is co-terminus with the Investment Manager's registration as an FII. Any cancellation of such FII registration will result in the cancellation of the sub-account registration. If the sub-account registration of the Fund is cancelled, the Fund will not be permitted to trade in the Indian securities markets any further, and will be required to sell its holdings in the Indian securities markets within a specified time. Such unintended sale of holdings of Indian securities by the Fund may adversely impact the value of the Fund's assets and thereby the Fund's shareholders. If the FII's status is lost, the Fund may, subject to the compliances, register itself as a sub-account of another FII.
The due diligence that the Fund can conduct may be limited by Indian regulations that restrict the ability to conduct inside due diligence on listed companies. Indian insider trading regulations prohibit any dealings in securities on the basis of unpublished price sensitive information. This restriction will impact the ability of the Investment Manager to receive and analyze such information, which could adversely affect the quality and effectiveness of the due diligence. In addition, any dealings on the basis of unpublished price sensitive information may expose the recipient to insider trading charges.
The ability of the Fund to invest in Indian securities, exchange Indian rupees into U.S. dollars (see “Foreign Currency Risk” below) and repatriate investment income, capital and proceeds of sales realized from its investments in Indian securities is subject to the Indian Foreign Exchange Management Act, 1999 and the rules, regulations and notifications issued thereunder.
Under certain circumstances, such as a change in law or regulation or loss of FII authorization, governmental regulation or approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors may be required. In addition, there can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to FIIs in such a way that may adversely affect the ability of the Fund to repatriate its income and capital. If for any reason the Fund is unable, through borrowing or otherwise, to distribute an amount equal to substantially all of its investment company taxable income (as defined for U.S. tax purposes, without regard to the deduction for dividends paid) within the applicable time periods, the Fund would cease to qualify for the favorable tax treatment afforded to regulated investment companies under the Internal Revenue Code.
Additional Information Regarding the Fund (Unaudited) (continued)
The Fund’s estimated annual operating expenses may be higher than those of most other investment companies that invest predominately in the securities of U.S. companies, primarily because of the additional time and expense required of the Investment Manager in pursuing the Fund’s objective of long-term capital appreciation through investing in equity securities of Indian companies. Investments in Indian equity securities require additional time and expense because the available public information regarding such securities is more limited in comparison to, and not as comprehensive as, the information available for U.S. equity securities. In addition, brokerage commissions, custodial fees and other fees are generally higher for investments in foreign securities markets. As a result of these higher expected operating expenses, the Fund needs to generate higher relative returns to provide investors with an equivalent economic return.
Investments in Other Investment Companies
Indirect foreign investment in the securities of companies listed and traded on the stock exchanges in India may be permitted through investment funds that have been specially authorized. The Fund may invest in these investment funds subject to the provisions of and rules under the 1940 Act. If the Fund invests in investment funds, the Fund’s stockholders will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the Investment Manager), but also will indirectly bear the expenses of the underlying investment funds.
Foreign Currency Risk
Foreign currency fluctuations could adversely affect the Fund’s performance.
The Fund’s assets will be invested principally in securities of Indian issuers and substantially all of the income received by the Fund will be in Indian rupees. However, the Fund will compute and distribute its income in U.S. dollars, and the computation of income will be made on the date that the income is earned by the Fund at the foreign exchange rate on that date. Therefore, if the value of the Indian rupee falls relative to the U.S. dollar between the earning of the income and the time at which the Fund converts the Indian rupees to U.S. dollars, the Fund may be required to liquidate securities in order to make distributions if the Fund has insufficient cash in U.S. dollars to meet distribution requirements. The liquidation of investments, if required, may have an adverse impact on the Fund’s performance.
Furthermore, the Fund may incur costs in connection with conversions between U.S. dollars and Indian rupees. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire
immediately to resell that currency to the dealer. The Fund will conduct its foreign currency exchange transactions either at the spot rate prevailing in the foreign currency exchange market or through entering into forward, futures or options contracts to purchase or sell foreign currencies, if available.
Small and Mid-Cap Company Risk
Investments in unseasoned and small and mid-capitalization Indian companies may expose the Fund to greater investment risk.
While the Fund invests a substantial portion of its assets in the securities of established Indian companies, it also may invest in the securities of less seasoned and smaller and mid-capitalization Indian companies. Investments in the securities of these companies may present greater opportunities for growth but also involve greater risks than are customarily associated with investments in securities of more established and larger capitalized companies. The securities of less seasoned and smaller capitalized companies are often traded in the over-the-counter market and have fewer market makers and wider price spreads, which may in turn result in more abrupt and erratic market price movements and make the Fund’s investments more vulnerable to adverse general market or economic developments than would investments only in large, more established Indian companies.
The Fund has not established any minimum capitalization or length of operating history for the smaller, less seasoned issuers in whose securities it may invest.
Illiquid Securities Risk
The Fund’s investments in illiquid securities may restrict its ability to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books.
The Fund may invest up to 20% of its total assets in illiquid securities. Illiquid securities are securities that are not readily marketable. The prices of such securities may change abruptly and erratically, and investment of the Fund’s assets in illiquid securities may restrict the ability of the Fund to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books, as well as restrict its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute in situations in which the Fund’s operations require cash, such as when the Fund repurchases shares or pays dividends or distributions, and could result in the Fund borrowing to meet short- term cash requirements or incurring capital losses on the sale of illiquid investments. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded.
Additional Information Regarding the Fund (Unaudited) (continued)
Sector Risk
To the extent that the Fund has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.
Financials Sector Risk. To the extent that the financials sector continues to represent a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend to a greater extent on, factors impacting this sector. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, decreased liquidity in credit markets, and bank failures. The impact of more stringent capital requirements, recent or future failure of any individual financial company, or recent or future regulation of the financials sector as a whole cannot be predicted. In recent years, cyber attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses.
Market Discount Risk
Shares of closed-end investment companies frequently trade at a discount from NAV. Continued development of alternative vehicles for investing in essential asset companies may contribute to reducing or eliminating any premium or may result in the Fund's common shares trading at a discount. The risk that the Fund's common shares may trade at a discount is separate from the risk of a decline in the Fund's NAV as a result of investment activities. Whether shareholders will realize a gain or loss for federal income tax purposes upon the sale of their common shares depends upon whether the market value of the common shares at the time of sale is above or below the shareholder's basis in such common shares, taking into account transaction costs, and it is not directly dependent upon the Fund's NAV. Because the market price of the Fund's common shares will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond the Fund's control, the Fund cannot predict whether its common shares will trade at, below or above the NAV, or at, below or above the public offering price for the Fund's common shares.
Non-Diversified Status
The Fund is classified as a “non-diversified” management investment company under the 1940 Act. This means that the Fund is not subject to limits under the 1940 Act as to the proportion of its assets that may be invested in the securities of a single issuer. As a non-diversified investment company, the Fund may therefore invest its assets in securities of a smaller number of issuers, and, as a result, would be subject to greater risk with respect to its portfolio securities than would a fund with a diversified investment portfolio. Although the
Fund must comply with certain diversification requirements in order to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), the Fund may be more susceptible to any single economic, political or regulatory occurrence than would be the case if it had elected to diversify its holdings sufficiently to be classified as a “diversified” management investment company under the 1940 Act. The Fund, however, intends to comply with the diversification requirements imposed by the Code for qualification as a regulated investment company.
High Yield Securi
ties Risk
To the extent that the Fund invests in high yield/high risk and unrated debt, it may adversely affect the Fund’s performance.
Investments in high-yield bonds are speculative and issuers of these securities are generally considered to be less financially secure and less able to repay interest and principal than issuers of investment-grade securities. Prices of high-yield bonds tend to be very volatile. These securities are less liquid than investment-grade debt securities and may be difficult to price or sell, particularly in times of negative sentiment toward high-yield securities. The Fund's investments in lower rated securities may involve the following specific risks: greater risk of loss due to default because of the increased likelihood that adverse economic or company specific events will make the issuer unable to pay interest and/or principal when due; wider price fluctuations due to changing interest rates and/or adverse economic and business developments; and greater risk of loss due to declining credit quality.
Leverage Risk
The extent to which the Fund utilizes leverage to hedge against financial risks may increase its expenses and adversely affect the Fund’s performance.
Although the Fund does not presently do so, the Fund may utilize leverage by borrowing or by issuing preferred stock or short-term debt securities in an amount up to 25% of the Fund’s total assets. Leverage by the Fund creates an opportunity for increased return but, at the same time, creates special risks. For example, leverage may exaggerate changes in the NAV of the common stock and in the return on the Fund’s portfolio. Although the principal of any leverage will be fixed, the Fund’s assets may change in value during the time the leverage is outstanding. Leverage will create expenses for the Fund that can, during any period, exceed the income from the assets acquired with the proceeds of the leverage. All expenses associated with leverage would be borne by common stockholders. Furthermore, an increase in interest rates could reduce or eliminate the benefits of leverage and could reduce the value of the Fund’s securities. The Fund may also borrow by entering into reverse repurchase agreements,
Additional Information Regarding the Fund (Unaudited) (continued)
which will subject the Fund to additional market risk as well as credit risks with respect to the buyer of the securities under the agreement.
Anti-Takeover Charter Provisions
The Fund’s charter and amended and restated by-laws and Maryland law contain certain anti-takeover provisions that, among other things, may have the effect of inhibiting the Fund’s possible conversion to open-end status and delaying or limiting the ability of other persons to acquire control of the Fund. In certain circumstances, these provisions might also inhibit the ability of holders of common stock to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. The Fund’s Board of Directors has determined that these provisions are in the best interests of the Fund and its stockholders.
Private Placements, Other Restricted Securities and IPOs Risk
The Fund is permitted to invest in privately held companies and companies that only recently began to trade publicly. Restricted securities that are determined to be illiquid may not exceed the Fund’s limit on investments in illiquid securities.
Private placement and other restricted securities include securities that have been privately placed and are not registered under the Securities Act of 1933 (“1933 Act”), such as unregistered securities eligible for resale without registration pursuant to Rule 144A (“Rule 144A Securities”) and privately placed securities of U.S. and non-U.S. issuers offered outside of the U.S. without registration with the U.S. Securities and Exchange Commission pursuant to Regulation S (“Regulation S Securities”). Since the offering is not registered with the SEC, investors in a private placement have less protection under the federal securities laws against improper practices than investors in registered securities.
Private placement securities typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act)), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration. Rule 144A Securities and Regulation S Securities may be freely traded among certain qualified institutional investors, such as the Funds, but their resale in the U.S. is permitted only in limited circumstances.
Private placements typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when it may be
advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing the Fund’s net asset value due to the absence of a trading market.
Private placements and restricted securities may be considered illiquid securities, which could have the effect of increasing the level of the Fund’s illiquidity. Additionally, a restricted security that was liquid at the time of purchase may subsequently become illiquid.
Many private placement securities are issued by companies that are not required to file periodic financial reports, leading to challenges in evaluating the company’s overall business prospects and gauging how the investment is likely to perform over time. The more limited financial information and lack of publicly available prices likely require the Fund to determine a fair value for such investments. The fair valuation process involves a significant amount of judgment and the fair value prices determined for the Fund could differ from those of other market participants because there is less reliable objective data available
An initial public offering ("IPO"), which marks the debut of a company’s stock on a public stock exchange, results in greater available financing for the company and more information available to evaluate the company’s investment prospects. Investments in a company before its IPO may occur when there is generally little publicly available information at the time of the Fund’s investment. As such, the Investment Manager’s ability to evaluate a pre-IPO company will be limited. There can be no assurance that the information that the Investment Manager does obtain with respect to any investment is reliable. Pre-IPO companies may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger business, which tend to render such pre-IPO companies more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Pre-IPO companies are more likely to depend on the efforts of a single individual or small group of individuals and the death, disability, resignation, or termination of one of those individuals could significantly impact the Fund’s investment. The inability of one of these portfolio companies to complete an IPO within its anticipated timeframe may negatively impact the value of the Fund’s investment.
In addition, companies that only recently began to publicly trade tend to have limited products and customers, may not be fully prepared for the additional oversight and regulation that results, and do not have a trading history to assess how the stock has behaved during various market cycles.
Additional Information Regarding the Fund (Unaudited) (continued)
Foreign Custody
The Fund’s custodian generally holds the Fund’s non-U.S. securities and cash in non-U.S. bank sub-custodians and securities depositories. Regulatory oversight of non-U.S. banks and securities depositories may differ from that in the U.S. Additionally, laws applicable to non-U.S. banks and securities depositories may limit the Fund’s ability to recover its assets in the event the non-U.S. bank, securities depository or issuer of a security held by the Fund goes bankrupt.
Convertible Securities Risk
Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. As with all debt securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock in varying degrees. Depending on the relationship of such market price to the conversion price in the terms of the convertible security, convertible securities are also subject to the same types of market and issuer risks that may negatively affect the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stock in an issuer’s capital structure and consequently entail less risk than the issuer’s common stock. A convertible debt security is not counted as an equity security for purposes of the Fund’s 80% policy.
Depositary Receipts
Depositary receipts are typically issued by a bank or trust company and represent the ownership of underlying securities that are issued by a foreign company and held by the bank or trust company. American Depositary Receipts (“ADRs”) are usually issued by a U.S. bank trust or trust company and traded on a U.S. exchange. Depositary receipts may or may not be jointly sponsored by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Certain depositary receipts are not listed on an exchange and therefore may be considered to be illiquid securities. In addition, the issuers of depositary receipts may discontinue issuing new depositary receipts and withdraw existing depositary receipts at any time, which may result in costs and delays in the distribution of the underlying assets to the Fund and may negatively impact the Fund’s performance.
Valuation Risk
The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed to it by the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment.
Pricing services that value fixed-income securities generally utilize a range of market-based and security-specific inputs and assumptions, as well as considerations about general market conditions, to establish a price. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size and the strategies employed by the Investment Manager generally trade in round lot sizes. In certain circumstances, fixed income securities may be held or transactions may be conducted in smaller, odd lot sizes. Odd lots may trade at lower or, occasionally, higher prices than institutional round lots. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
In addition, since foreign exchanges may be open on days when the Fund does not price its shares, the value of the securities in the Fund’s portfolio may change on days when shareholders are not be able to purchase or sell the Fund’s shares on the NYSE.
Cybersecurity Risk
Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Investment Manager and/or its service providers (including, but not limited to, Fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or lose operational functionality. Furthermore, the Fund may be an appealing target for cybersecurity threats such as hackers and malware.
Fundamental Investment Restrictions
The following restrictions, along with the Fund’s investment objective, its policy to invest at least 80% of the Fund’s total assets in the equity securities of Indian companies under normal market conditions, are, subject to the next sentence, the Fund’s only fundamental policies, that is, policies that cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities. In addition, as a matter of fundamental policy and notwithstanding any other fundamental investment policy or limitation, the Fund may invest all or a portion of its assets invested in
Additional Information Regarding the Fund (Unaudited) (concluded)
India through a subsidiary, trust or other similar arrangement (including a branch) established by the Fund at any such time that the Board of Directors of the Fund determines that it is in the best interests of the Fund’s stockholders. As used in here, a “majority of the Fund’s outstanding voting securities” means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares. The other policies and investment restrictions referred to in this report are not fundamental policies of the Fund and may be changed by the Fund’s Board of Directors without stockholder approval. If a percentage restriction set forth below is adhered to at the time a transaction is effected, later changes in any percentage resulting from any cause other than actions by the Fund will not be considered a violation.
Under its fundamental restrictions, the Fund may not:
• |
purchase any securities that would cause 25% or more of the value of its total assets at the time of such purchase to be invested in securities of one or more issuers conducting their principal business activities in the same industry, except that there is no limitation with respect to investment in obligations issued or guaranteed by the S. government, its agencies or instrumentalities; |
• |
issue senior securities or borrow money, except for (a) senior securities (including borrowing money, margin transactions if the margin securities are owned and entering into reverse repurchase agreements, or any similar transactions) not in excess of 25% of its total assets (including the amount borrowed) and (b) borrowings of up to 5% of its total assets (including the amount borrowed) for temporary or emergency purposes (including for the clearance of transactions, repurchase of its shares or payment of dividends), without regard to the amount of senior securities outstanding under clause (a) However, with respect to the above, the Fund’s obligations under when-issued and delayed delivery and similar transactions and reverse repurchase agreements are not treated as senior securities if covering assets are appropriately segregated, and the use of hedging shall not be treated as involving the issuance of a “senior security” or a “borrowing.” Also, for purposes of clauses (a) and (b) above, the term “total assets” shall be calculated after giving effect to the net proceeds of senior securities issued by the Fund reduced by any liabilities and indebtedness not constituting senior securities, except for such liabilities and indebtedness as are excluded from treatment as senior securities by this second bullet. The Fund’s obligations under interest rate, currency and equity swaps are not treated as senior securities; |
• |
purchase or sell commodities or commodity contracts, including futures contracts and options thereon, except that the Fund may engage in hedging, as described in the section titled “Additional Investment Activities – Hedging”; |
• |
make loans, except that: (1) the Fund may (a) purchase and hold debt instruments (including bonds, debentures or other obligations and certificates of deposit, bankers’ acceptances and fixed time deposits) in accordance with its investment objective and policies, (b) enter into repurchase agreements with respect to portfolio securities and (c) make loans of portfolio securities; and (2) delays in the settlement of securities transactions will not be considered loans; |
• |
underwrite the securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter; |
• |
purchase real estate, real estate mortgage loans or real estate limited partnership interests (other than securities secured by real estate or interests therein or securities issued by companies that invest in real estate or interests therein); |
• |
purchase securities on margin, except (1) as provided in the second bullet above and (2) (a) for delayed delivery or when-issued transactions, (b) such short-term credits as are necessary for the clearance of transactions and (c) margin deposits in connection with transactions in futures contracts, options on futures contracts, options on securities and securities indices and currency transactions); or |
• |
invest for the purpose of exercising control over the management of any company. |
For purposes of the above restrictions on senior securities and as further described above under “Additional Investment Activities – Asset Coverage Requirements,” the 1940 Act requires the Fund to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the Fund incurs the indebtedness. Short sales of securities, reverse repurchase agreements, use of margin, sales of put and call options on specific securities or indices, investments in certain other types of instruments (including certain derivatives, such as swap agreements) and the purchase and sale of securities on a when-issued or forward commitment basis may be deemed to constitute indebtedness subject to this requirement.
For purposes of the above restrictions on loans of portfolio securities and as further described under “Additional Investment Activities – Loans of Portfolio Securities,” the Fund may make loans of portfolio securities if liquid assets in an amount at least equal to the current market value of the securities lent (including accrued interest thereon) plus the interest payable to the Fund with respect to the loan is maintained by the Fund in a segregated account.
Dividend Reinvestment and Optional Cash Purchase Plan (Unaudited)
The Fund intends to distribute to shareholders substantially all of its net investment income and to distribute any net realized capital gains at least annually. Net investment income for this purpose is income other than net realized long-term and short-term capital gains net of expenses. Pursuant to the Dividend Reinvestment and Optional Cash Purchase Plan (the “Plan”), shareholders whose shares of common stock are registered in their own names will be deemed to have elected to have all distributions automatically reinvested by Computershare Trust Company N.A. (the “Plan Agent”) in the Fund shares pursuant to the Plan, unless such shareholders elect to receive distributions in cash. Shareholders who elect to receive distributions in cash will receive such distributions paid by check in U.S. Dollars mailed directly to the shareholder by the Plan Agent, as dividend paying agent. In the case of shareholders such as banks, brokers or nominees that hold shares for others who are beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the shareholders as representing the total amount registered in such shareholders’ names and held for the account of beneficial owners that have not elected to receive distributions in cash. Investors that own shares registered in the name of a bank, broker or other nominee should consult with such nominee as to participation in the Plan through such nominee and may be required to have their shares registered in their own names in order to participate in the Plan. Please note that the Fund does not issue certificates so all shares will be registered in book entry form. The Plan Agent serves as agent for the shareholders in administering the Plan. If the Directors of the Fund declare an income dividend or a capital gains distribution payable either in the Fund’s common stock or in cash, nonparticipants in the Plan will receive cash and participants in the Plan will receive common stock, to be issued by the Fund or purchased by the Plan Agent in the open market, as provided below. If the market price per share (plus expected per share fees) on the valuation date equals or exceeds NAV per share on that date, the Fund will issue new shares to participants at NAV; provided, however, that if the NAV is less than 95% of the market price on the valuation date, then such shares will be issued at 95% of the market price. The valuation date will be the payable date for such distribution or dividend or, if that date is not a trading day on the NYSE, the immediately preceding trading date. If NAV exceeds the market price of Fund shares at such time, or if the Fund should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent will, as agent for the participants, buy Fund shares in the open market, on the NYSE or elsewhere, for the participants’ accounts on, or shortly after, the payment date. If, before the Plan Agent has completed its purchases, the market price exceeds the NAV of the Fund share, the average per share purchase price paid by the Plan Agent may exceed the NAV of the Fund’s shares, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund on the dividend payment date. Because of
the foregoing difficulty with respect to open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making open-market purchases and will receive the uninvested portion of the dividend amount in newly issued shares at the close of business on the last purchase date.
Participants have the option of making additional cash payments of a minimum of $50 per investment (by check, one-time online bank debit or recurring automatic monthly ACH debit) to the Plan Agent for investment in the Fund’s common stock, with an annual maximum contribution of $250,000. The Plan Agent will wait up to three business days after receipt of a check or electronic funds transfer to ensure it receives good funds. Following confirmation of receipt of good funds, the Plan Agent will use all such funds received from participants to purchase Fund shares in the open market on the 25th day of each month or the next trading day if the 25th is not a trading day.
If the participant sets up recurring automatic monthly ACH debits, funds will be withdrawn from his or her U.S. bank account on the 20th of each month or the next business day if the 20th is not a banking business day and invested on the next investment date. The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in an account, including information needed by shareholders for personal and tax records. Shares in the account of each Plan participant will be held by the Plan Agent in the name of the participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan. There will be no brokerage charges with respect to common shares issued directly by the Fund. However, each participant will pay a per share fee of $0.02 incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends, capital gains distributions and voluntary cash payments made by the participant. Per share fees include any applicable brokerage commissions the Plan Agent is required to pay.
Participants also have the option of selling their shares through the Plan. The Plan supports two types of sales orders. Batch order sales are submitted on each market day and will be grouped with other sale requests to be sold. The price will be the average sale price obtained by Computershare’s broker, net of fees, for each batch order and will be sold generally within 2 business days of the request during regular open market hours. Please note that all written sales requests are always processed by Batch Order. ($10 and $0.12 per share). Market Order sales will sell at the next available trade. The shares are sold real time when they hit the market, however an available trade must be presented to complete this transaction. Market Order sales may only
Dividend Reinvestment and Optional Cash Purchase Plan (Unaudited) (concluded)
be requested by phone at 1-800-647-0584 or using Investor Center through www.computershare.com/buyaberdeen. ($25 and $0.12 per share).
The receipt of dividends and distributions under the Plan will not relieve participants of any income tax that may be payable on such dividends or distributions. The Fund or the Plan Agent may terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to notice of the termination sent to members of the Plan at least 30 days prior to the record date for such dividend or distribution. The Plan also may be amended by
the Fund or the Plan Agent, but (except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority) only by mailing a written notice at least 30 days prior to the effective date to the participants in the Plan. All correspondence concerning the Plan should be directed to the Plan Agent by phone at 1-800-647-0584, using Investor Center through www.computershare.com/buyaberdeen or in writing to Computershare Trust Company N.A., P.O. Box 43006, Providence, RI 02940-3078.
Management of the Fund (Unaudited)
As of December 31, 2023
The names, years of birth and business addresses of the Board Members and officers of the Fund as of the most recent fiscal year end, their principal occupations during at least the past five years, the number of portfolios each Board Member oversees and other directorships they hold are provided in the tables below. Board Members that are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund or the Fund's Investment Manager are included in the table below under the heading “Interested Board Members.” Board Members who are not interested persons, as described above, are referred to in the table below under the heading “Independent Board Members.” abrdn Inc., its parent company abrdn plc, and its advisory affiliates are collectively referred to as “abrdn” in the tables below.
Name, Address and Year of Birth | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years | Number of Registered Investment Companies ("Registrants") consisting of Investment Portfolios ("Portfolios") in Fund Complex* Overseen by Board Members | Other Directorships Held by Board Member** |
Interested Board Members | | | | | |
Alan Goodson*** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1974 | Class I Director & President | Term expires 2024; Director since 2021 | Currently, Executive Director and Head of Product & Client Solutions – Americas for abrdn Inc., overseeing Product Management & Governance, Product Development and Client Solutions for registered and unregistered investment companies in the U.S., Brazil and Canada. Mr. Goodson is Director and Vice President of abrdn Inc. and joined abrdn Inc. in 2000. | 1 Registrant consisting of 1 Portfolio | None. |
Independent Board Members | | | | | |
Nisha Kumar co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1970 | Class II Director | Term expires 2026; Director since 2016 | Ms. Kumar has been a Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group LLC since 2011. She is a member of the Council on Foreign Relations and serves as an independent board director for the Legg Mason Closed End Funds. | 1 Registrant consisting of 1 Portfolio | Director of 24 Registered Investment Companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. |
Jeswald W. Salacuse co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1938 | Chair of the Fund; Class I Director | Term expires 2024; Director since 1993 | Dean Emeritus and Distinguished Professor Emeritus, Tufts University since 2020. Formerly, Henry J. Braker Professor of Commercial Law at The Fletcher School of Law & Diplomacy, Tufts University, from 1986 to 2020. He has also served as an International Arbitrator, Arbitration Tribunal, ICSID, World Bank since 2004. Director and Chairman of The Asia Tigers Fund, Inc. from 1993 to 2018. | 1 Registrant consisting of 1 Portfolio | Former Director of 30 registered investment companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. |
Management of the Fund (Unaudited) (continued)
As of December 31, 2023
Name, Address and Year of Birth | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years | Number of Registered Investment Companies ("Registrants") consisting of Investment Portfolios ("Portfolios") in Fund Complex* Overseen by Board Members | Other Directorships Held by Board Member** |
Luis F. Rubio co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1955 | Class II Director | Term expires 2026; Director since 1993 | Mr. Rubio has been Chairman of Mexico Evalua- CIDAC since 2000 and Chairman, Mexican Council on Foreign Relations (2017-2020). He is also a frequent contributor of op-ed pieces to The Wall Street Journal and the author and editor of 51 books. Former Director of The Asia Tigers Fund,Inc. Director of Cocacola Femsa. | 1 Registrant consisting of 1 Portfolio | Director of one registered investment company advised by Advantage Advisers LLC or its affiliates. |
Nancy Yao co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1972 | Class III Director | Term expires 2025; Director since 2016 | Ms. Yao is a lecturer on accounting and governance at Yale University. She is also a strategic consultant. Ms. Yao was the President of the Museum of Chinese in America from 2015 until 2023. Prior to that, she served as the executive director of the Yale-China Association and managing director of the corporate program at the Council on Foreign Relations. Prior to her work in non-profit, Ms. Yao launched the Asia coverage at the Center for Financial Research and Analysis (currently known as RiskMetrics), served as the inaugural director of policy research of Goldman Sachs’ Global Markets Institute, and was an investment banker at Goldman Sachs (Asia) L.L.C. Ms. Yao is a board member of the National Committee on U.S.-China Relations, a member of the Council on Foreign Relations. | 8 Registrants consisting of 8 Portfolios | None. |
* | As of the most recent fiscal year end, the Fund Complex has a total of 18 Registrants with each Board member serving on the Boards of the number of Registrants listed. Each Registrant in the Fund Complex has one Portfolio except for two Registrants that are open-end funds, abrdn Funds and abrdn ETFs, which each have multiple Portfolios. The Registrants in the Fund Complex are as follows: abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., The India Fund, Inc., abrdn Japan Equity Fund, Inc., abrdn Income Credit Strategies Fund, abrdn Global Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Infrastructure Income Fund, abrdn National Municipal Income Fund, abrdn Healthcare Investors, abrdn Life Sciences Investors, abrdn Healthcare Opportunities Fund, abrdn World Healthcare Fund, abrdn Funds (19 Portfolios), and abrdn ETFs (3 Portfolios). |
** | Current directorships (excluding Fund Complex) as of December 31, 2023 held in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or (3) any company subject to the requirements of Section 15(d) of the Exchange Act. |
*** | Mr. Goodson is deemed to be an interested person because of his affiliation with the Fund’s investment adviser. |
Management of the Fund (Unaudited) (continued)
As of December 31, 2023
Officers of the Fund
Name, Address and Year of Birth | Position(s) Held with the Fund | Term of Office* and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years |
Joseph Andolina** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1978 | Vice President and Chief Compliance Officer | Since 2017 | Currently, Chief Risk Officer – Americas for abrdn Inc. and serves as the Chief Compliance Officer for abrdn Inc. Prior to joining the Risk and Compliance Department, he was a member of abrdn Inc.'s Legal Department, where he served as US Counsel since 2012. |
Katherine Corey** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1985 | Vice President | Since 2023 | Currently, Senior Legal Counsel, Product Governance US for abrdn Inc. Ms. Corey joined abrdn Inc. as U.S. Counsel in 2013. |
Sharon Ferrari** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1977 | Treasurer and Chief Financial Officer | Treasurer and Chief Financial Officer Since 2023; Fund Officer Since 2013 | Currently, Director, Product Management for abrdn Inc. Ms. Ferrari joined abrdn Inc. as a Senior Fund Administrator in 2008. |
Katie Gebauer** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1986 | Vice President | Since 2023 | Currently, Chief Compliance Officer—ETFs and serves as the Chief Compliance Officer for abrdn ETFs Advisors LLC. Ms. Gebauer joined abrdn Inc. in 2014. |
Heather Hasson** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1982 | Vice President | Since 2018 | Currently, Senior Product Solutions and Implementation Manager, Product Governance US for abrdn Inc. Ms. Hasson joined the company in November 2006. |
Robert Hepp** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1986 | Vice President | Since 2022 | Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Hepp joined abrdn Inc. as a Senior Paralegal in 2016. |
Megan Kennedy** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1974 | Vice President and Secretary | Since 2011 | Currently, Senior Director, Product Governance for abrdn Inc. Ms. Kennedy joined abrdn Inc. in 2005. |
Andrew Kim** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1983 | Vice President | Since 2022 | Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Kim joined abrdn Inc. as a Product Manager in 2013. |
Brian Kordeck** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1978 | Vice President | Since 2022 | Currently, Senior Product Manager – US for abrdn Inc. Mr. Kordeck joined abrdn Inc. as a Senior Fund Administrator in 2013. |
Management of the Fund (Unaudited) (concluded)
As of December 31, 2023
Name, Address and Year of Birth | Position(s) Held with the Fund | Term of Office* and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years |
Michael Marsico** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1980 | Vice President | Since 2022 | Currently, Senior Product Manager – US for abrdn Inc. Mr. Marsico joined abrdn Inc. as a Fund Administrator in 2014. |
Yoojeong Oh** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1981 | Vice President | Since 2019 | Currently, Investment Director on the Asian Equities Team at abrdn. Yoojeong joined the company in 2005. |
Christian Pittard** c/o abrdn Investments Limited 280 Bishopsgate London, EC2M 4AG Year of Birth: 1973 | Vice President | Since 2011 | Currently, Head of Closed End Funds & Managing Director - Corporate Finance. Mr. Pittard joined abrdn from KPMG in 1999. |
Lucia Sitar** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1971 | Vice President and Chief Legal Officer | Since 2012 | Currently, Vice President and Head of Product Management and Governance for abrdn Inc. since 2020. Previously, Ms. Sitar was Managing U.S. Counsel for abrdn Inc. She joined abrdn Inc. as U.S. Counsel in 2007. |
James Thom** co abrdn Inc. 1900 Market Street Suite 200 Philadelphia, PA 19103 Year of Birth: 1977 | Vice President | Since 2019 | Currently, a Senior Investment Director on the Asian Equities Team at abrdn. Mr. Thom joined the company in 2010. |
* | Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are elected annually at a meeting of the Fund Board. |
** | Each officer may hold officer position(s) in one or more other funds which are part of the Fund Complex. |
Further information about the Fund's Board Members and Officers is available in the Fund's Statement of Additional Information, which can be obtained without charge by calling (800) 522-5465.
[THIS PAGE INTENTIONALLY LEFT BLANK]
Directors
Jeswald W. Salacuse, Chair
Alan Goodson
Nisha Kumar
Luis F. Rubio
Nancy Yao
Investment Manager
abrdn Asia Limited
7 Straits View
#23-04 Marina One East Tower
Singapore 018936
Administrator
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Custodian
State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114-2016
Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 43006
Providence, RI 02940-3078
Independent Registered Public Accounting Firm
KPMG LLP
1601 Market Street
Philadelphia, PA 19103
Legal Counsel
Dechert LLP
1900 K Street N.W.
Washington D.C. 20006
Investor Relations
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
1-800-522-5465
Investor.Relations@abrdn.com
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 The India Fund, Inc. are traded on the NYSE under the symbol “IFN”. Information about the Fund’s net asset value and market price is available at www.abrdnifn.com.
This report, including the financial information herein, is transmitted to the shareholders of The India 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 results.
Item 2. Code of Ethics.
(a) |
As of December 31,
2023, The India Fund, Inc. (the “Fund” or the “Registrant”) had adopted a Code of Ethics that applies to
the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the “Code
of Ethics”). |
(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. |
(f) |
A copy of the Code
of Ethics has been filed as an exhibit to this Form N-CSR. |
Item 3. Audit Committee Financial Expert.
The Registrant's Board of Directors has determined
that Nisha Kumar, a member of the Board of Directors’ Audit Committee, possesses the attributes, and has acquired such attributes
through means, identified in instruction 2 of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,”
and has designated Ms. Kumar as the Audit Committee’s financial expert. Ms. Kumar is considered to be an “independent”
director, as such term is defined in paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) –
(d) Below is a table reflecting the fee information requested in Items 4(a) through (d):
Fiscal Year Ended | |
(a) Audit Fees1 | | |
(b) Audit-Related Fees2 | | |
(c) Tax Fees3 | | |
(d) All Other Fees4 | |
December 31, 2023 | |
$ | 58,500 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Percentage approved pursuant to pre-approval exception5 | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
December 31, 2022 | |
$ | 56,250 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Percentage approved pursuant to pre-approval exception5 | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
1
“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements
and services provided in connection with statutory and regulatory filings or engagements.
2
“Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance
of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related
to the Fund’s common shares.
3
“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These
fees include: federal and state income tax returns, review of excise tax distribution calculations and federal excise tax return.
4
“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related
Fees” and “Tax Fees”.
5
Pre-approval exception under Rule 2-01 of Regulation S-X. The pre-approval exception for services provided directly to the Fund waives
the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services
provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which
the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the
services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before
the audit is completed.
(e)(1) |
The Registrant’s Audit Committee (the “Committee”) has adopted a Charter that provides that the Committee shall annually select, retain or terminate, and recommend to the Independent Directors for their ratification, the selection, retention or termination, the Registrant’s independent auditor and, in connection therewith, to evaluate the terms of the engagement (including compensation of the independent auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Registrant’s investment adviser (the “Adviser”) or any sub-adviser, and to receive the independent auditor’s specific representations as to their independence, delineating all relationships that may affect the independent auditor’s independence, including the disclosures required by PCAOB Rule 3526 or any other applicable auditing standard. PCAOB Rule 3526 requires that, at least annually, the auditor: (1) disclose to the Committee in writing all relationships between the auditor and its related entities and the Registrant and its related entities that in the auditor’s professional judgment may reasonably be thought to bear on independence; (2) confirm in the letter that, in its professional judgment, it is independent of the Registrant within the meaning of the Securities Acts administered by the SEC; and (3) discuss the auditor’s independence with the audit committee. The Committee is responsible for actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the independent auditor. The Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Management or the Adviser that the Registrant, the Adviser or their affiliated persons, employ the independent auditor to render “permissible non-audit services” to the Registrant and to consider whether such services are consistent with the independent auditor’s independence. “Permissible non-audit services” include any professional services, including tax services, provided to the Registrant by the independent auditor, other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Registrant; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the PCAOB determines, by regulation, is impermissible. Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Registrant constitutes not more than 5% of the total amount of revenues paid by the Registrant to its auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Registrant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or its Delegate(s) prior to the completion of the audit.
The Committee may delegate to one or more of its members (“Delegates”) authority to pre-approve permissible non-audit services to be provided to the Registrant. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Pursuant to this authority, the Registrant’s Committee delegates to the Committee Chair, subject to subsequent ratification by the full Committee, up to a maximum amount of $25,000, which includes any professional services, including tax services, provided to the Registrant by its independent registered public accounting firm other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the Registrant’s periodic reports required by Section 30 of the Investment Company Act of 1940, as amended, and other documents as required under the federal securities laws. |
(e)(2) |
None of the services described in each of paragraphs (b) through (d) of this Item involved a waiver of the pre-approval requirement by the Audit Committee pursuant to Rule 2-01 (c)(7)(i)(C) of Regulation S-X. |
The following table shows the amount of fees that KPMG LLP
billed during the Fund’s last two fiscal years for non-audit services to the Registrant, and to the Adviser, and any entity controlling,
controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
Total Non-Audit Fees
Billed to Fund |
|
|
Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers (engagements
related directly to the
operations and financial
reporting of the Fund) |
|
|
Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers (all other
engagements) |
|
|
Total |
|
December 31, 2023 |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,171,994 |
|
|
$ |
1,171,994 |
|
December 31,2022 |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,108,929 |
|
|
$ |
1,108,929 |
|
“Non-Audit Fees billed to Fund” for both fiscal years represent
“Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
Item 5. Audit Committee of Listed Registrants.
(a) |
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). |
|
|
|
As of the fiscal year ended December 312023,
the Audit Committee members were: |
Nisha Kumar
Nancy Yao
Jeswald Salacuse
Luis F. Rubio
Item 6. Schedule of Investments.
(a) | Included as part of the Report to Shareholders filed under Item
1 of this Form N-CSR. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Pursuant to the Registrant's Proxy Voting Policy
and Procedures, the Registrant has delegated responsibility for its proxy voting to its Adviser, provided that the Registrant's Board
of Directors has the opportunity to periodically review the Adviser's proxy voting policies and material amendments thereto.
The proxy voting policies of the Registrant are
included herewith as Exhibit (c) and policies of the Adviser are included as Exhibit (d).
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) PORTFOLIO MANAGER BIOGRAPHIES
The Fund is managed by abrdn’s Asian Equities team. The Asian
Equities team works in a collaborative fashion; all team members have both portfolio management and research responsibilities. The team
is responsible for the day-to-day management of the Fund. As of the date of filing this report, the following individuals have primary
responsibility for the day-to-day management of the Fund’s portfolio:
Individual & Position |
Past Business Experience |
James Thom
Senior Investment Director – Asian Equities |
Currently a Senior Investment Director on the Asian Equities team. He joined abrdn in 2010 from Actis, an Emerging Markets Private Equity firm. He graduated with an MBA from INSEAD, an MA from Johns Hopkins University and a BSc from University College London. |
Flavia Cheong
Head of Equities – Asia Pacific |
Flavia Cheong is the Head of Equities - Asia Pacific on the Asian Equities team, where, as well as sharing responsibility for company research, she oversees regional portfolio construction. Before joining abrdn in 1996, she was an economist with the Investment Company of the People’s Republic of China, and earlier with the Development Bank of Singapore. She graduated with a BA in Economics and an MA (Hons) in Economics from the University of Auckland. She is a CFA® charterholder. |
Kristy Fong
Senior Investment Director – Asian Equities |
Currently a Senior Investment Director on the Asian Equities team. Kristy joined abrdn in 2004 from UOB KayHian Pte Ltd where she was an analyst. She graduated with a BA (Hons) in Accountancy from Nanyang Technological University, Singapore and is a CFA® charterholder. |
Yoojeong Oh
Investment Director – Asian Equities |
Yoojeong Oh is an Investment Director on the Asian equities team. Yoojeong joined the company in 2005 and was initially a member of the UK and European equities Team in London before moving to Singapore. Yoojeong graduated with a MEng in Engineering, Economics and Management from the University of Oxford and is a CFA charterholder. |
(a)(2) OTHER ACCOUNTS
MANAGED BY PORTFOLIO MANAGERS.
The following chart summarizes information regarding
other accounts for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into the following three
categories: (1) registered investment companies; (2) other pooled investment vehicles; and (3) other accounts. To the extent
that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information
on those accounts is provided separately. The figures in the chart below for the category of “registered investment companies”
include the Fund. The “Other Accounts Managed” represents the accounts managed by the teams of which the portfolio manager
is a member. The information in the table below is as of December 31, 2023.
Name of Portfolio Manager | |
Type of Accounts | |
Other
Accounts
Managed | |
Total Assets ($M) | | |
Number of Accounts Managed for Which Advisory Fee is Based on Performance | | |
Total Assets for Which Advisory Fee is Based on Performance ($M) | |
James Thom1 | |
Registered Investment Companies | |
4 | |
$ | 842.94 | | |
0 | | |
$ | 0 | |
| |
Pooled Investment Vehicles | |
50 | |
$ | 16,185.18 | | |
0 | | |
$ | 0 | |
| |
Other Accounts | |
40 | |
$ | 12,748.44 | | |
0 | | |
$ | 0 | |
Flavia Cheong1 | |
Registered Investment Companies | |
4 | |
$ | 842.94 | | |
0 | | |
$ | 0 | |
| |
Pooled Investment Vehicles | |
50 | |
$ | 16,185.18 | | |
0 | | |
$ | 0 | |
| |
Other Accounts | |
40 | |
$ | 12,748.44 | | |
0 | | |
$ | 0 | |
Kristy Fong2 | |
Registered Investment Companies | |
11 | |
$ | 4,948.84 | | |
0 | | |
$ | 0 | |
| |
Pooled Investment Vehicles | |
68 | |
$ | 22,776.93 | | |
0 | | |
$ | 0 | |
| |
Other Accounts | |
60 | |
$ | 20,149.94 | | |
0 | | |
$ | 0 | |
Yoojeong Oh1 | |
Registered Investment Companies | |
4 | |
$ | 842.94 | | |
0 | | |
$ | 0 | |
| |
Pooled Investment Vehicles | |
50 | |
$ | 16,185.18 | | |
0 | | |
$ | 0 | |
| |
Other Accounts | |
40 | |
$ | 12,748.44 | | |
0 | | |
$ | 0 | |
1 Includes
accounts managed by the Asian Equities team, of which the portfolio manager is a member.
2 Includes
accounts managed by the Global Emerging Markets Equity team and Asian Equities team, of which the portfolio manager is a member.
POTENTIAL CONFLICTS OF INTEREST
The Adviser and its affiliates (collectively referred
to herein as “abrdn”) serve as investment advisers for multiple clients, including the Registrant and other investment companies
registered under the 1940 Act and private funds (such clients are also referred to below as “accounts”). The portfolio managers’
management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the
Registrant’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have
the same investment objective as the Registrant. Therefore, a potential conflict of interest may arise as a result of the identical investment
objectives, whereby the portfolio manager could favor one account over another. However, the Adviser believes that these risks are mitigated
by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in
a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts,
differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid
potential conflicts. In addition, the Adviser has adopted trade allocation procedures that require equitable allocation of trade orders
for a particular security among participating accounts.
In some cases, another account managed by the
same portfolio manager may compensate Aberdeen based on the performance-based fees with qualified clients. The existence of such a performance-based
fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment
opportunities.
Another potential conflict could include instances
in which securities considered as investments for the Registrant also may be appropriate for other investment accounts managed by the
Adviser or its affiliates. Whenever decisions are made to buy or sell securities for the Registrant and one or more of the other accounts
simultaneously, the Adviser may aggregate the purchases and sales of the securities and will allocate the securities transactions in a
manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Registrant
will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have
a detrimental effect on the price or amount of the securities available to the Registrant from time to time, it is the opinion of the
Adviser that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Registrant
has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures
adopted under such policies will detect each and every situation in which a conflict arises.
With respect to non-discretionary model delivery
accounts (including UMA accounts) and discretionary SMA accounts, abrdn Inc. will utilize a third party service provider to deliver model
portfolio recommendations and model changes to the Sponsors. abrdn Inc. seeks to treat clients fairly and equitably over time, by delivering
model changes to our service provider and investment instructions for our other discretionary accounts to our trading desk, simultaneously
or approximately at the same time. The service provider will then deliver the model changes to each Sponsor on a when-traded, randomized
full rotation schedule. All Sponsors will be included in the rotation schedule, including SMA and UMA.
UMA Sponsors will be responsible for determining
how and whether to implement the model portfolio or model changes and implementation of any client specific investment restrictions. The
Sponsors are solely responsible for determining the suitability of the model portfolio for each model delivery client, executing trades
and seeking best execution for such clients.
As it relates to SMA accounts, abrdn Inc. will
be responsible for managing the account on the basis of each client’s financial situation and objectives, the day to day investment
decisions, best execution, accepting or rejecting client specific investment restrictions and performance. The SMA Sponsors will collect
suitability information and will provide a summary questionnaire for our review and approval or rejection. For dual contract SMAs, abrdn
Inc. will collect a suitability assessment from the client, along with the Sponsor suitability assessment. Our third party service provider
will monitor client specific investment restrictions on a day to day basis. For SMA accounts, model trades will be traded by the Sponsor
or may be executed through a “step-out transaction,”- or traded away- from the client’s Sponsor if doing so is consistent
with abrdn’s obligation to obtain best execution. When placing trades through Sponsor Firms (instead of stepping them out), we will
generally aggregate orders where it is possible and in the client’s best interests. In the event we are not comfortable that a Sponsor
can obtain best execution for a specific security and trading away is infeasible, we may exclude the security from the model.
Trading costs are not covered by the Wrap Program
fee and may result in additional costs to the client. In some instances, step-out trades are executed without any additional commission,
mark-up, or mark-down, but in many instances, the executing broker-dealer may impose a commission or a mark-up or mark-down on the trade.
Typically, the executing broker will embed the added costs into the price of the trade execution, making it difficult to determine and
disclose the exact added cost to clients. In this instance, these additional trading costs will be reflected in the price received for
the security, not as a separate commission, on trade confirmations or on account statements. In determining best execution for SMA accounts,
abrdn Inc. takes into consideration that the client will not pay additional trading costs or commission if executing with the Sponsor.
While UMA accounts are invested in the same strategies
as and may perform similarly to SMA accounts, there are expected to be performance differences between them. There will be performance
dispersions between UMAs and other types of accounts because abrdn does not have discretion over trading and there may be client specific
restrictions for SMA accounts.
abrdn may have already commenced trading for its
discretionary client accounts before the model delivery accounts have executed abrdn's recommendations. In this event, trades placed by
the model delivery clients may be subject to price movements, particularly with large orders or where securities are thinly traded, that
may result in model delivery clients receiving less favorable prices than our discretionary clients. abrdn has no discretion over transactions
executed by model delivery clients and is unable to control the market impact of those transactions.
Timing delays or other operational factors associated
with the implementation of trades may result in non-discretionary and model delivery clients receiving materially different prices relative
to other client accounts. In addition, the constitution and weights of stocks within model portfolios may not always be exactly aligned
with similar discretionary accounts. This may create performance dispersions within accounts with the same or similar investment mandate.
(a)(3)
DESCRIPTION OF COMPENSATION STRUCTURE
abrdn’s remuneration policies are designed
to support its business strategy as a leading international asset manager. The objective is to attract, retain and reward talented
individuals for the delivery of sustained, superior returns for abrdn’s clients and shareholders. abrdn operates in a highly
competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.
abrdn’s policy is to recognize corporate
and individual achievements each year through an appropriate annual bonus scheme. The bonus is a single, fully discretionary variable
pay award. The aggregate value of awards in any year is dependent on the group’s overall performance and profitability. Consideration
is also given to the levels of bonuses paid in the market. Individual awards, which are payable to all members of staff, are determined
by a rigorous assessment of achievement against defined objectives.
The variable pay award is composed of a mixture
of cash and a deferred award, the portion of which varies based on the size of the award. Deferred awards are by default abrdn plc
shares, with an option to put up to 50% of the deferred award into funds managed by abrdn. Overall compensation packages are designed
to be competitive relative to the investment management industry.
Base Salary
abrdn’s policy is to pay a fair salary commensurate
with the individual’s role, responsibilities and experience, and having regard to the market rates being offered for similar roles
in the asset management sector and other comparable companies. Any increase is generally to reflect inflation and is applied in a manner
consistent with other abrdn employees; any other increases must be justified by reference to promotion or changes in responsibilities.
Annual Bonus
The Remuneration Committee determines the key performance
indicators that will be applied in considering the overall size of the bonus pool. In line with practices amongst other asset management
companies, individual bonuses are not subject to an absolute cap. However, the aggregate size of the bonus pool is dependent on
the group’s overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market.
Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by
the Remuneration Committee.
abrdn has a deferral policy which is intended to
assist in the retention of talent and to create additional alignment of executives’ interests with abrdn’s sustained performance
and, in respect of the deferral into funds managed by abrdn, to align the interest of portfolio managers with our clients.
Staff performance is reviewed formally at least
once a year. The review process evaluates the various aspects that the individual has contributed to abrdn, and specifically, in the case
of portfolio managers, to the relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance
of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to
presenting the team externally are also evaluated.
In the calculation of a portfolio management team’s
bonus, abrdn takes into consideration investment matters (which include the performance of funds, adherence to the company investment
process, and quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations
through key performance indicator scorecards. To the extent performance is factored in, such performance is not judged against any
specific benchmark and is evaluated over the period of a year - January to December. The pre- or after-tax performance of an individual
account is not considered in the determination of a portfolio manager’s discretionary bonus; rather the review process evaluates
the overall performance of the team for all of the accounts the team manages.
Portfolio manager performance on investment matters
is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process. A combination
of the team’s and individual’s performance is considered and evaluated.
Although performance is not a substantial portion
of a portfolio manager’s compensation, abrdn also recognizes that fund performance can often be driven by factors outside one’s
control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core
process by sticking to disciplines and processes set, regardless of momentum and ‘hot’ themes. Short-terming is thus
discouraged and trading-oriented managers will thus find it difficult to thrive in the abrdn environment. Additionally, if any of
the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via abrdn’s dynamic compliance
monitoring system.
In rendering investment management
services, the Adviser may use the resources of additional investment adviser subsidiaries of abrdn plc. These affiliates have entered
into a memorandum of understanding (“MOU”) pursuant to which investment professionals from each affiliate may render portfolio
management, research or trading services to abrdn clients. Each investment professional who renders portfolio management, research or
trading services under a MOU or personnel sharing arrangement (“Participating Affiliate”) must comply with the provisions
of the Advisers Act, the 1940 Act, the Securities Act of 1933, the Exchange Act, and the Employee Retirement Income Security Act of 1974,
and the laws of states or countries in which the Adviser does business or has clients. No remuneration is paid by the Fund with respect
to the MOU/personnel sharing arrangements.
(a)(4)
Dollar Range of Equity Securities in the
Registrant Beneficially Owned by the Portfolio
Manager as of December 31, 2023 |
|
James Thom |
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None |
Flavia Cheong |
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None |
Kristy Fong |
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None |
Yoojeong Oh |
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None |
(b) Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
No such purchases were made by or on behalf of the Registrant during
the period covered by the report.
Item 10. Submission of Matters to a Vote of Security Holders.
During the period ended December 31, 2023, there were no material
changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.
Item 11. Controls and Procedures.
|
(a) |
The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d15(b)). |
|
(b) |
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies
Not applicable.
Item 13. Recovery of Erroneously Awarded Compensation
Not applicable.
Item 14. Exhibits.
(e) |
A copy of the Registrant’s notices to stockholders, which accompanied distributions paid, pursuant to the Registrant’s Managed Distribution Policy since the Registrant’s last filed N-CSR, are filed herewith as Exhibits (e)(1) and (e)(2) as required by the terms of the Registrant’s SEC exemptive order. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
The India Fund, Inc.
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By: |
/s/ Alan Goodson |
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Alan Goodson, |
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Principal Executive Officer of |
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The India Fund, Inc. |
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Date: March 11, 2024 |
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Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
By: |
/s/ Alan Goodson |
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Alan Goodson, |
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Principal Executive Officer of |
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The India Fund, Inc. |
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Date: March 11, 2024 |
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By: |
/s/ Sharon Ferrari |
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Sharon Ferrari, |
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Principal Financial Officer of |
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The India Fund, Inc. |
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Date: March 11, 2024 |
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Exhibit 99.CODEETH
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 company’s 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 Fund’s 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; |
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· |
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; |
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· |
an environment that encourages disclosure of ethical and compliance related concerns; |
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· |
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code without fear of reprisal; and |
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· |
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 Officer’s 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 Fund’s 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:
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· |
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; |
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· |
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; |
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· |
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; |
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· |
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
Officer’s 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; |
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· |
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; |
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· |
the receipt of any non-nominal gifts in excess of $100.00; |
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· |
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; |
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· |
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; |
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· |
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 Officer’s employment, such as compensation or equity ownership. |
(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 Fund’s CCO of a material departure from a provision of the Code. “Waiver” includes
an “Implicit Waiver,” which is a Fund’s 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 Fund’s independent accountants, regulatory agencies, and internal auditors in their review of the Funds and its operations; |
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· |
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; |
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· |
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.
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· |
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 Fund’s President when, in the Compliance Officer’s opinion such consultation will not increase the risk to shareholders. |
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· |
Any matter that the Compliance Officer believes is a violation will be reported to the Audit Committee (the “Committee”). |
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· |
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. |
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· |
Each Fund’s Board will be responsible for granting Waivers, as appropriate. |
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· |
Any changes to or Waivers of this Code will, to the extent required, be disclosed as provided by the SEC rules. |
The matters covered in the
Code are of the utmost importance to the Funds and their stockholders and are essential to each Fund’s 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 Adviser’s
code of ethics under Rule 17j-1 under the Investment Company Act of 1940 are not part of this Code.
Any amendments to this Code
must be approved or ratified by a majority vote of the each Fund’s Board, including a majority of Independent Board members.
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.
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 Fund’s 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 Code’s 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.
|
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Signature |
Date |
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Received by (name and title): |
Date |
Exhibit 99.CERT
Certification
Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Sharon Ferrari, certify that:
| 1. | I have reviewed this report on Form N-CSR of The India
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 registrant’s 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 registrant’s 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 registrant’s 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
registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s
auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
Date:
March 11, 2024 |
|
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/s/ Sharon Ferrari |
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Sharon Ferrari |
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Principal Financial Officer |
|
Certification
Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Alan Goodson, certify that:
| 1. | I have reviewed this report on Form N-CSR of The India
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 registrant’s 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 registrant’s 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 registrant’s 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
registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s
auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting. |
Date:
March 11, 2024 |
|
|
|
/s/ Alan Goodson |
|
Alan Goodson |
|
Principal Executive Officer |
|
Exhibit 99.906CERT
Certification
Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act
Alan Goodson, Principal Executive Officer, and
Sharon Ferrari, Principal Financial Officer, of The India Fund, Inc. (the “Registrant”), each certify that:
| 1. | The Registrant’s periodic report on Form N-CSR for the period ended December 31, 2023
(the “Form N-CSR”) fully complies with the requirements of Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, as applicable; and |
| 2. | The information contained in the Form N-CSR fairly presents, in all material respects, the financial
condition and results of operations of the Registrant. |
PRINCIPAL EXECUTIVE OFFICER |
|
The India Fund, Inc. |
|
|
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/s/ Alan Goodson |
|
Alan Goodson |
|
Date: March 11, 2024 |
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|
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PRINCIPAL FINANCIAL OFFICER |
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The India Fund, Inc. |
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/s/ Sharon Ferrari |
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Sharon Ferrari |
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Date: March 11, 2024 |
|
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, or other document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Registrant
and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.14c
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 SEC’s
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 Fund’s 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:
| 2. | are reasonably designed to ensure that the adviser votes proxies in the best interest of the adviser’s
clients; |
| 3. | describe the adviser’s proxy voting procedures to the adviser’s clients and provides copies
of the adviser’s proxy voting procedures on request; |
| 4. | set forth the process by which the adviser evaluates the issues presented by a proxy and records the adviser’s
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 adviser’s clients; and |
| 6. | disclose to the adviser’s 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 Fund’s 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 Fund’s
most-recently filed Report on Form N-PX within three (3) business days of the receipt of the request for this information, by
first-class mail or other means designed to ensure equally prompt delivery.
Sub-advisers to the Funds
must have procedures and internal controls to ensure compliance with proxy voting regulations. Specifically, the sub-advisers must have
procedures for the reporting of proxy voting, and communicating changes in proxy voting policies to the Funds. Prior to Board approval
of new advisers, the Chief Compliance Officer (“CCO”) reviews the proxy voting policies and procedures of the sub-adviser.
The CCO ensures that any inadequate procedures or controls of a sub-adviser are reported to the Board and must be corrected in a timely
manner.
Exhibit 99.14d
U.S. Registered Advisers
Summary of Proxy Voting
Guidelines
as of October 26, 2022
Where clients appoint abrdn Inc. to vote proxies on their behalf, policies
have been established to vote these proxies in the best interests of our clients.
We employ ISS as a service provider to facilitate electronic voting.
We require ISS to provide recommendations based on our own set of parameters tailored to abrdn’s assessment and approach, but remain
conscious that all voting decisions are our own on behalf of our clients. We consider ISS’s recommendations and those based on our
custom parameters as input to our voting decisions. We make use of the ISS standard research and recommendations and those based on our
own custom policy as input to our voting decisions. Where our analysts make a voting decision that is different from the recommendations
based on our custom policy they will provide a rationale for such a decisions which will be made publicly available in our voting disclosures.
In order to make proxy voting decisions, an abrdn analyst assesses
the resolutions at general meetings in our active investment portfolios. This analysis will be based on our knowledge of the company,
but will also make use of the custom and standard recommendations provided by ISS as described above. The product of this analysis will
be a final voting decision instructed through ISS and applied to all funds for which abrdn have been appointed to vote. For funds managed
by a sub-adviser, we may delegate to the sub-adviser the authority to vote proxies; however, the sub-adviser will be required to either
follow our policies and procedures or to demonstrate that their policies and procedures are consistent with ours, or otherwise implemented
in the best interest of clients.
There may be certain circumstances where abrdn Inc. may take a more
limited role in voting proxies. We will not vote proxies for client accounts in which the client contract specifies that abrdn Inc. will
not vote. We may abstain from voting a client proxy if the voting is uneconomic or otherwise not in clients’ best interests. For
companies held only in passively managed portfolios, abrdn Inc. custom recommendations provided by ISS will be used to automatically apply
our voting approach; we have scope to intervene to test that this delivers appropriate results, and will on occasions intrude to apply
a vote more fully in clients’ best interests. If voting securities are part of a securities lending program, we may be unable to
vote while the securities are on loan. However, we have the ability to recall shares on loan or to restrict lending when required, in
order to ensure all shares have voted. In addition, certain jurisdictions may impose share-blocking restrictions at various times which
may prevent abrdn Inc. from exercising our voting authority.
We recognize that there may be situations in which we vote at a company
meeting where we encounter a conflict of interest. Such situations include:
| · | Where a portfolio manager owns the holding in a personal account. |
| · | An investee company that is also a segregated client. |
| · | An investee company where an Executive Director or Officer of our company
or that of abrdn plc or another affiliate is also a Director of that company. |
| · | An investee company where an employee of abrdn plc or an affiliate or subsidiary
is a Director of that company. |
| · | A significant distributor of our products. |
| · | Any other companies which may be relevant from time to time. |
We have adopted procedures within our proxy voting process to identify
where a conflict exists. These procedures are designed to ensure that our voting decisions are based on our client’s best interests
and are not impacted by any conflict.
The implementation of this policy, along with conflicts of interest,
will be reviewed periodically by the Active Ownership team. abrdn’s Global ESG Principles & Voting Policies are published
on our website.
Clients may obtain a free copy of abrdn Inc.’s proxy voting policies
and procedures and/or proxy voting records for their account by contacting us at (215) 405-5700. abrdn publishes ESG Principles &
Voting Policies, which describe our approach to investment analysis, shareholder engagement and proxy voting across companies worldwide.
There are published on our website.
Clients that have not granted abrdn Inc. voting authority over securities
held in their accounts will receive their proxies in accordance with the arrangements they have made with their service providers.
Listed Company ESG Principles & Voting Policies
February 2023
Introduction
Active Ownership and Environmental, Social & Governance (ESG)
considerations are a driver of our investment process, our investment activity, our client journey and our corporate influence.
Through engagement with the companies in which we invest, and by exercising
votes on behalf of our clients, we seek to improve the financial resilience and performance of our clients’ investments. Where we
believe change is needed, we endeavour to catalyse this through our stewardship capabilities.
Our expectations
As global investors, we are particularly aware that ESG structures
and frameworks vary across regions. Furthermore, what we expect of the companies in which we invest varies between different stages of
business development and the underlying history and nature of the company in question. We seek to understand each company’s individual
circumstances and so evaluate how it can best be governed and overseen. As such, we strive to apply the principles and policies set out
on these pages in response to the needs of that individual company at that particular time. Our heritage as a predominantly active
fund manager helps drive this bespoke approach to understanding good governance and risk management.
We have a clear perception of what we consider to be best practice
globally – as set out in this document. However we will reflect the nature of the business, our close understanding of individual
companies and regional considerations, where appropriate, in our approach to applying these policies, which are not exhaustive.
This document has received approval from the Head of Public Markets
and the Investment Vector’s Chief Sustainability Officer following consultation with various internal stakeholders.
Our approach to stewardship
We seek to integrate and appraise environmental, social and governance
factors in our investment process. Our aim is to generate the best long-term outcomes for our clients and we will actively take steps
as stewards and owners to protect and enhance the value of our clients’ assets.
Stewardship is a reflection of this bespoke approach to good governance
and risk management. We seek to understand each company’s specific approach to governance, how value is created through business
success and how investors’ interests are protected through the management of risks that materially impact business success. This
requires us to play our part in the governance process by being active stewards of companies, involved in dialogue with management and
non-executive directors where appropriate, understanding the material risks and opportunities – including those relating to environmental
and social factors and helping to shape the future success of the business.
We will:
| · | Take into consideration, in our investment process, the policies and practices
on environmental, social and governance matters of the companies in which we invest. |
| · | Seek to enhance long-term shareholder value through constructive engagement
with the companies in which we invest. |
| · | Actively engage with the companies and assets in which we invest where we
believe we can influence or gain insight. |
| · | Seek to exercise voting rights, where held, in a manner consistent with
our clients’ long-term best interests. |
| · | Seek to influence the development of high standards of corporate governance
and corporate responsibility in relation to environmental and social factors for the benefit of our clients. |
| · | Communicate our Listed Company ESG Principles and Voting Policies to clients,
companies and other interested parties. |
| · | Be accountable to clients within the constraints of professional confidentiality
and legislative and regulatory requirements. |
| · | Be transparent in reporting our engagement and voting activities. |
abrdn is committed to exercising responsible ownership with a conviction
that companies adopting improving practices in corporate governance and risk management will be more successful in their core activities
and deliver enhanced returns to shareholders. As owners of companies, the process of stewardship is a natural part of our investment approach
as we seek to benefit from their long-term success on our clients’ behalf.
Engagement
It is a central tenet of our active investment approach that we strive
to meet with the management and directors of our investee companies on a regular basis. The discussions we have cover a wide range of
topics, including: strategic, operational, and ESG issues and consider the long-term drivers of value. Engagement with companies on ESG
risks and opportunities is a fundamental part of our investment process. It is a process by which we can discuss how a company identifies,
prioritises and mitigates its key risks and optimises its most significant opportunities. As such, we regard engagement as:
| · | Important to understanding investee companies as a whole. |
| · | Helpful when conducting proper ESG analysis. |
| · | Useful to maintaining open dialogue and solid relationships with companies. |
| · | An opportunity to inflect positive change on a company’s holistic
risk management programme – be active with our holdings rather than activist. |
Proxy Voting
Proxy voting is an integral part of our active stewardship approach
and we seek to exercise voting rights in a manner in line with our clients’ best interests. We seek to ensure that voting reflects
our understanding of the companies in which we invest on behalf of our clients. We believe that voting is a vital mechanism for holding
boards and management teams to account, and is an important tool for escalation and shareholder action.
This document includes our process and overarching policy guidelines
which we apply when voting at general meetings. These policies are not exhaustive and we evaluate our voting on a case by case basis.
As a global investment firm we recognise the importance of adopting a regional approach, taking into account differing and developing
market practices. Where a policy is specific to one region this is denoted.
We endeavour to engage with companies regarding our voting decisions
to maintain a dialogue on matters of concern.
Voting Process
In line with our active ownership approach, we review the majority
of general meeting agendas convened by companies which are held in our active equity portfolios. Analysis is undertaken by a member of
our regional investment teams or our Active Ownership team and votes instructed following consideration of our policies, our views of
the company and our investment insights. To enhance our analysis we may engage with a company prior to voting to understand additional
context and explanations, particularly where there is deviation from what we believe to be best practice.
To supplement our own analysis we make use of the benchmark research
and recommendations provided by ISS, a provider of proxy voting services. In the UK we also make use of the Investment Association’s
(IA) Institutional Voting Information Service. We have implemented regional voting policy guidelines with ISS which ISS applies to all
meetings in order to produce customised vote recommendations. These custom recommendations help identify resolutions which deviate from
our expectations. They are also used to determine votes where a company is held only in passive funds. Within our custom policies, however,
we do specify numerous resolutions which should be referred to us for active review. For example we will analyse all proposals marked
by ISS as environmental or social proposals.
While it is most common for us to vote in line with a board’s
voting recommendation we will vote our clients’ shares against resolutions which are not consistent with their best interests. We
may also vote against resolutions which conflict with local governance guidelines, such as the IA in the UK. Although we seek to vote
either in favour or against a resolution we do make use of an abstain vote where this is considered appropriate. For example we may use
an abstention to acknowledge some improvement, but as a means to reserve our position in expectation that further improvement is needed
before we can vote in favour. Where we vote against a resolution we endeavour to inform companies of our rationale.
In exceptional circumstances we may attend and speak at a shareholder
meeting to reinforce our views to the company’s board.
We endeavour to vote all shares for which we have voting authority.
We may not vote when there are obstacles to do so, for example those impacting liquidity, such as share- blocking, or where there is a
significant conflict of interest. We use the voting platform of ISS to instruct our votes. Where we lend stock on behalf of clients, and
subject to the terms of client agreements, we hold the right to recall shares where it is in clients’ interests and we take the
view that it will impact the final vote to maintain full voting weight on a particular meeting or resolution.
Our votes are disclosed publicly on our website one day after a general
meeting has taken place.
Strategy
We invest in companies to create the best outcome for our clients.
Companies must be clear about the drivers of their business success and their strategy for maintaining and enhancing it. Investment is
a forward- looking process; we seek to understand the opportunity for a business and its scope for future value-creation over the long
term. In order to do this, we need clarity on past business delivery and its drivers, and on the effective track record of management;
we require honest and open reporting to build confidence in that track record. We seek confidence that companies and their management
can maintain their competitive positioning and operational performance and subsequently enhance returns for investors. A clear strategy
and clarity about the drivers of operational success provides the lens through which we will consider most corporate issues, not least
assessing performance and risk management.
| · | We will consider voting against executive or non-executive directors if
we have serious concerns regarding the oversight or implementation of strategy. |
Board of Directors
We believe effective board governance promotes the long-term success
and value creation of the company. The board should be responsible for establishing the company’s purpose and strategy, overseeing
management in their implementation of strategy and performance against objectives. The board should ensure a strong framework of control
and risk oversight, including material ESG risks. The board should assess and monitor culture and be engaged with the workforce, shareholders
and wider society.
Board Composition
Effective decision making requires a mix of skills around the table
and constructive debate between diverse and different-minded individuals. A range of skills, experience and perspectives should be drawn
together on the board. These include industry knowledge, experience from other sectors and relevant geographical knowledge. Independence
of thought plays a crucial role in the ability of a board to generate the debate and discussion that will challenge management, help enhance
business performance and improve decision-making. Board assessments will help the board ensure it has the necessary mix of skills, diversity
and quality of individuals to address the current risks and opportunities the company faces. Unitary boards should comprise an appropriate
combination of executive and non-executive directors such that no group of individuals dominates decision-making. We expect the size of
the board to reflect the size, nature and complexity of the business. We also expect regular internal and external board evaluations which
include an assessment of board composition and effectiveness.
Leadership
Running businesses effectively for the long term requires effective
collaboration and cooperation, with no individual or small group having unfettered powers. Nor should they have dominant influence over
the way a business is run or over major decisions about its operations or future. There should be a division of responsibility between
board leadership and executive leadership of the business. We believe that there should be a division of roles at the top of the organisation,
typically between a Chief Executive Officer (CEO) and an independent Chair.
| · | We will consider supporting the re-election of an existing Chair & CEO role combination, recognising
that this remains common in certain geographies. In reviewing on a case by case basis we will take account of the particular circumstances
of the company and consider what checks and balances are in place, such as the presence of a strong Senior Independent Director with a
clear scope of responsibility. |
| · | We will generally oppose any re-combination of the roles of CEO and Chair,
unless the move is on a temporary basis due to exceptional circumstances or other mitigating factors. |
| · | We will generally oppose any move of a retiring CEO to the role of Chair. |
Independence
Companies should be led and overseen by genuinely independent boards.
When looking at board composition we generally expect to see a majority of independent directors, with boards identifying their independence
classifications in the Annual Report. It is preferable to see an identified Senior Independent Director (SID) on the board, who will lead
the appraisal of and succession planning for the Chair. We expect SIDs to meet with investors and be a point of contact for escalating
concerns if required.
In assessing a director’s independence we will have due regard
for whether a director:
| (I) | Has
been an employee of the company within the last five years. |
| (II) | Has had within the last
three years a material business relationship with the company. |
| (III) | Has received remuneration in addition to director fees or participates in
the company’s option or variable incentive schemes, or is a member of the company’s pension scheme. |
| (IV) | Has close family ties with
any of the company’s advisers, directors or senior employees. |
| (V) | Holds cross-directorships
or has significant links with other directors through involvement in other companies or bodies. |
| (VI) | Represents a significant
shareholder. |
| (VII) | Has
served on the board for more than 12 years (or 9 for UK companies). |
| · | We will consider voting against the re-election of non-independent directors if the board is not majority
independent (excluding employee representatives). In doing so we will have regard for whether a company is controlled and the nature of
the non-independence – for example, we are unlikely to vote against shareholder representatives unless their representation is disproportionate
to their shareholding. |
Succession Planning & Refreshment
Regular refreshment of the non-executive portion of a board helps draw
in fresh perspectives, not least in the context of changes to business and emerging opportunities and risks. It also helps limit the danger
of group-think. Thoughtful and proactive succession planning is therefore needed for board continuity, to ensure that a board is populated
by individuals with an appropriate mix of skills, experience and perspective. We expect the board to implement a formal process for the
recruitment and appointment of new directors, and to provide transparency of this in the Annual Report.
| · | We will vote against non-executive directors where there are concerns regarding board refreshment or
excessive tenure. Where there are directors who have served for over 12 years on a board which has seen no refreshment in 3 years (2 in
UK), we will generally vote against their re-election. If a director has served for over 15 years we will generally vote against their
re-election. We will, however, consider the impact on board continuity and the company’s succession planning efforts prior to doing
so. We may not apply the tenure limit to directors who are founders or shareholder representatives. |
Diversity
We believe that companies that make progress in diversity and inclusion
(D&I) are better positioned for long-term sustainability and outperformance. Diversity of thought, paired with a culture of inclusion,
can help companies to tackle increasingly complex challenges and markets. We expect boards to report on how they promote D&I throughout
the business and believe that setting targets is important to addressing imbalances. We recognise the importance of adopting a regional
approach to diversity and inclusion, allowing us to press for progress with appropriate consideration for the starting point. We have
for several years, actively encouraged progress in gender diversity at all levels, and have expanded our scope in relation to diversity
and inclusion across geographies. In respect of ethnic diversity, this is coming increasingly into focus as we encourage boards to progress
in ensuring that their composition reflects their employee and customer bases.
Our regional specific policies are below. In determining
our votes we will take account of mitigating factors, such as the sudden departure of a female board member. We will also consider any
clear progress being made by the company on diversity and any assurance that diversity shortfalls will soon be addressed.
Gender Diversity
| · | UK: We will generally vote against the Nomination Committee Chair of FTSE 350 companies if the board is
not comprised of at least one third female directors. For smaller companies, we will take this action if the board does not include at
least one female director. |
| · | Europe: We will generally vote against the Nomination Committee Chair of LargeCap companies if the supervisory
board is not comprised of at least 30% female directors, or is not in line with the local standard if higher. For smaller companies, we
will take this action if the supervisory board does not include at least one female director. |
| · | Australia: We will generally vote against the Nomination Committee Chair
of ASX300 companies if the board is not comprised of at least 30% female directors. |
| · | North America: We will generally vote against the Nomination Committee Chair of LargeCap companies if
the board is not comprised of at least 30% female directors. For smaller companies, we will take this action if the board does not include
at least one female director |
Ethnic Diversity
| · | UK: We will generally vote against the Nomination Committee Chair at the
boards of FTSE 100 companies, if the board does not include at least one member from an ethnic minority background. This is in line with
targets set up by the Parker Review. |
| · | US: We will generally vote against the Nomination Committee Chair at the
boards of S&P 1500 & Russell 3000 companies if the board does not include at least one member from a racial or ethnic minority
background. |
Directors’ Time Commitment
Individual directors need sufficient time to carry out their role effectively
and therefore we seek to ensure that all directors maintain an appropriate level of overall commitments such that allows them to be properly
diligent.
| · | We will consider opposing the election or re-election of any director where
there is a concern regarding their ability to dedicate sufficient time to the role. In making this assessment we will have regard for
the ISS classification of ‘overboarding’. |
| · | We will generally oppose the re-election of any director who has attended fewer than 75% of board meetings
in two consecutive years. |
Board Committees
Boards should establish committees, populated by independent and appropriately
skilled non-executive directors, to oversee (as a minimum) the nomination, audit and remuneration processes. It may also be appropriate
for additional committees to be established, such as a risk or sustainability committee. These committees should report openly on an annual
basis about their activities and key decisions taken.
| · | We will consider voting against
committee members if we have concerns regarding the composition of a committee. |
Nomination Committee
This committee has responsibility for leading the process for orderly
non-executive and senior management succession planning and recruitment, and for overseeing the composition of the board including skillset,
experience and diversity. We expect the committee to be comprised of a majority of independent directors with an independent Chair.
| · | We will consider voting against the re-election of the Nomination Committee
Chair if we have concerns regarding the composition of the board or concerns regarding poor succession planning. |
Audit Committee
This committee has responsibility for monitoring the integrity of the
financial statements, reviewing the company’s internal financial controls and risk management systems, reviewing the effectiveness
of the company’s internal audit function and appointing auditors. While we prefer the committee to be wholly independent, at minimum
we expect the committee to be comprised of a majority of independent directors with an independent Chair and at least one member having
recent and relevant financial experience.
| · | We will generally vote against the re-election of the Audit Committee Chair
if at least one member of the Committee does not have recent and relevant financial experience. |
Remuneration Committee
This committee is responsible for determining the policy and setting
remuneration for executive and non-executive directors. The committee should ensure that remuneration is aligned with strategy and company
performance and should clearly demonstrate regard for the company’s employees, for wider society and be cognisant of the company’s
licence to operate when considering policy and the overall level of remuneration. We expect remuneration committees to be robust in their
approach to developing and implementing remuneration policies, with formal and transparent procedures for developing policies and for
determining remuneration packages. Remuneration committees should be comprised of a majority of independent directors with an independent
Chair and we expect members to have appropriate experience and knowledge of the business. No executive should be involved in setting their
own remuneration.
| · | Where we have significant concerns regarding the company’s remuneration
policy or reward outcomes we may escalate these concerns through a vote against the Chair or members of the Remuneration Committee. |
Director Accountability
We expect to be able to hold boards to account through engagement and
regular director re-elections and directors should feel that they are accountable to investors. We encourage individual, rather than bundled,
director elections. While our preference is for directors to be subject to re-election annually, we expect re-elections to take place
at least every three years. Lengthier board mandates, while not uncommon in some markets, risk divorcing directors from an appropriate
sense of accountability. Directors and management should make themselves available for discussions with major shareholders as we expect
to have open dialogue to share our perspectives and gain confidence that the individuals are carrying out their roles with appropriate
vigour and diligence. A further important element of director accountability to shareholders is that investors should have the right,
both formal and informal, to propose and promote individual directors to be considered for election to the board by all shareholders.
| · | We will generally oppose the re-election of non- independent NEDs who are
proposed for a term exceeding three years. We may not apply this to directors who are shareholder representatives. |
| · | Where we have significant concerns regarding a board member’s performance,
actions or inaction to address issues raised we may vote against their re-election. |
| · | We may vote against directors who decline appropriate requests for meeting
without a clear justification. |
| · | Where a director has held a position of responsibility at a company which
has suffered a material governance failure, we will consider whether we are comfortable to support their re-election at other listed companies. |
| · | We will generally support resolutions to discharge the supervisory board or management board members
unless we have serious concerns regarding actions taken during the year under review. Where there is insufficient information regarding
allegations of misconduct, we may prefer to abstain. In exceptional circumstances we may vote against the discharge resolution to reflect
serious ESG concerns if there is not another appropriate resolution. |
| · | We will not support the election of directors who are not personally identified
but are proposed as corporations. |
Reporting
A company’s board should present a fair, balanced and understandable
assessment of the company’s position and prospects – financial and non-financial – and of how it has fulfilled its responsibilities.
We support the principle of full disclosure of relevant and useful information, subject to issues of commercial confidentiality and prejudice.
Boilerplate disclosure should be avoided. We encourage companies to consider using the appropriate globally developed standards and would
particularly encourage the use of those created by the Taskforce for Climate related Financial Disclosure (TCFD), the International Integrated
Reporting Council (IIRC), the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI). Audited reporting
and financial numbers should be published ahead of any relevant shareholder meetings. We continue to monitor the evolving reporting landscape
and consider new reporting developments as they emerge, either voluntary or regulatory.
| · | We may consider voting against
a company’s Annual Report & Accounts if we have concerns regarding timely provision or disclosure. |
Political Donations & Lobbying
Companies should be consistent in their public statements and not undermine
these in private commentary to market participants or to politicians and regulators. We welcome transparency from companies about their
lobbying activities and believe that good companies have nothing to hide in this respect. Similarly we encourage transparency of any political
donations that companies deem appropriate – and we expect a clear explanation of why such donations are an appropriate use of corporate
funds.
Risk & Audit
The board is responsible for determining the company’s risk appetite,
establishing procedures to manage risk and for monitoring the company’s internal controls. We expect boards to conduct robust assessments
of the company’s material risks and report to shareholders on risks, controls and effectiveness. The introduction of global accounting
standards has led to much greater investor confidence in the accounts produced by companies around the world. It has also assisted in
creating consistency of reporting across companies, enabling fairer comparisons between different operating businesses. We therefore encourage
companies seeking international investment to report under International Financial Reporting Standards (IFRS) or US GAAP. As a firm abrdn
supports the continued development of high quality global accounting standards.
An independent audit, delivered by a respected audit firm, is a required
element for investor confidence in reporting by companies. We strongly favour meaningful, transparent and informative auditor reports,
giving us additional insights into the audit process and accounting outcomes. Audit fees must be sufficient to pay for an appropriately
in-depth assurance process. We would be concerned if a company sought to make savings in this respect as the cost in terms of damage to
audit effectiveness and confidence in the company’s accounts would be much more substantial.
The independence of the auditor and the standard of their work, particularly
in challenging management, should be subject to regular assessment that is appropriately disclosed. Even when individuals carrying out
the audit are refreshed, we believe that the independence of the audit firm erodes over time and we will encourage a tender process and
change of audit firm where an engagement has lasted for an extended period. In order to demonstrate the level of independence, companies
should not have the same audit firm in place for more than 20 years.
The relationship with the auditor should be mediated through the audit
committee. Where we are significant shareholders, we expect to be consulted on plans to tender and replace auditors.
| · | We will generally vote against the re-election of an auditor which has a
tenure of 20 years or over, if there are no plans for rotation in the near term. |
| · | We will consider voting against the auditors if we have concerns regarding
the accounts presented or the audit procedures used. |
| · | We will vote against the approval of auditor fees if we have concerns regarding
the level of fees or the balance of non-audit and audit fees. |
Remuneration
Remuneration policies and the overall levels of pay should be aligned
with strategy, attracting and retaining talent and incentivising the decisions and behaviours needed to create long-term value. The component
parts of remuneration should be structured so as to link rewards to corporate and individual performance and they should be considered
in the context of the remuneration policies when taken as a whole. We recognise the benefits of simplicity in forming the policy, which
should clearly link outcomes and expectations for those receiving the remuneration, as well as external stakeholders. The structure should
be transparent and understandable.
A company’s annual report should contain an informative statement
of remuneration policy which communicates clearly to stakeholders how it has developed and evolved. This should include details of any
stress testing that may have been undertaken to understand the policy outcomes for different business scenarios. The remuneration committee
should provide a clear description of the application of policy and the outcomes achieved.
Base salary should be set at a level appropriate for the role and responsibility
of the executive. We discourage increases which are driven by peer benchmarking, and expect increases to be aligned with the wider workforce.
Consideration should also be given to the knock on impact to variable remuneration potential. Pension arrangements and benefits should
be clearly disclosed. We generally expect pension structures to be aligned with the wider workforce.
A company should structure variable, performance- related pay to incentivise
and reward management in a manner that is aligned with the company’s sustainable performance and risk appetite over the long term.
We expect all variable pay to be capped, preferably as a proportion of base salary. In the UK we expect variable pay to be capped as
a proportion of salary. In other markets, if variable pay is capped at a number of shares, we expect the value of grants to be kept under
review annually to ensure the value remains appropriate and is not excessive.
Performance metrics used to determine variable pay should be clearly
disclosed and aligned with the company’s strategy. A significant portion of performance metrics should seek to measure significant
improvements in the underlying financial performance of the company. We also encourage the inclusion of non-financial metrics linked to
targets which are aligned with the company’s progress on its ESG strategy. Where possible we expect these targets to be quantifiable
and disclosed.
Variable pay arrangements should incentivise participants to achieve
above-average performance through the use of challenging targets. We encourage sliding-scale performance measures and expect performance
target ranges to be disclosed to enable shareholders to assess the level of challenge and pay for performance alignment. We expect annual
bonus targets to be disclosed retrospectively and encourage the disclosure of long term incentive (LTI) targets at the beginning of the
performance period, but at minimum we expect retrospective disclosure. Where bonus or LTI targets are not disclosed due to commercial
sensitivity we expect an explanation of why the targets continue to be considered sensitive retrospectively and expect some detail regarding
the level of achievement vs target. Where a share price metric is being used, we expect this to be underpinned by a challenging measure
of underlying performance.
We encourage settlement of a portion of the annual bonus in shares
which are deferred for at least one year.
We expect settlement of long term incentives to be in shares, with
rationale provided for any awards settled in cash. Long term incentives should have a performance period of no less than three years.
In the UK we expect a further holding period of two years to be applied, and we encourage this in other markets.
We do not generally support restricted share schemes or value creation
plans. We will consider supporting the use of restricted share plans which have been structured consistent with the guidelines of the
Investment Association.
We expect appropriate malus and clawback provisions to be applied to
variable remuneration plans.
We expect shareholding guidelines to be adopted for executive directors
and encourage the adoption of post-departure shareholding guidelines.
We expect details of any use of discretion to be disclosed and its
use should be justifiable, appropriate and clearly explained. We would expect policies to be sufficiently robust so that discretion is
only necessary in exceptional circumstances. We do not generally support exceptional awards, and are particularly sensitive to such awards
being granted to reward a corporate transaction.
We expect executive service contracts to provide for a maximum notice
period of 12 months. We will consider local best practice provisions related to severance arrangements when voting.
Non-executive fees should reflect the role’s level of responsibility
and time commitment. We do not support NED’s participation in option or performance-related arrangements. However we do support
the payment of fees in shares, particularly where conservation of cash is an issue.
In the UK our expectations of companies are aligned with the Investment
Association’s Principles of Remuneration.
Where significant changes to remuneration arrangements are being considered,
we would expect remuneration committees to consult with their largest shareholders prior to finalising any changes. Where any increase
to variable remuneration is proposed, we would expect this to be accompanied by a demonstrable increase in the stretch of the targets.
Furthermore we expect any increases to remuneration to be subject to shareholder approval.
In response to the issues arising from the cost of living crisis being
experienced by many people in the UK, we expect companies to focus any additional help towards those members of the workforce who need
it most. We expect Remuneration Committees to take into account factors arising from the cost of living crisis when deliberating over
executive pay outcomes. We would be concerned by reputational issues arising from decisions made in these unusual circumstances and may
make this a factor in our voting decisions at relevant AGMs.
In line with the expectations set out above we will generally vote
against the appropriate resolution(s) where:
| · | We consider the overall reward potential or outcome to be excessive. |
| · | A significant increase to salary has been granted which is not aligned with
the workforce or is not sufficiently justified. |
| · | A significant increase to performance-related pay has been granted which
is not sufficiently justified, is not accompanied by an increase in the level of stretch required for achievement or results in the potential
for excessive reward. |
| · | There is no appropriate cap on variable incentive schemes. |
| · | Performance targets for annual bonus awards are not disclosed retrospectively
and the absence of disclosure is not explained. |
| · | Performance targets for long term incentive awards are not disclosed up
front and there is no compelling explanation regarding the absence of disclosure or a commitment to disclose retrospectively. |
| · | Performance targets are not considered sufficiently challenging, either
at threshold, target or maximum. |
| · | Relative performance targets allow vesting of awards for below median performance. |
| · | Retesting provisions apply. |
| · | Incentives that have been conditionally awarded have been repriced or performance
conditions changed part way through a performance period. |
| · | We have concerns regarding the use of discretion or the grant of exceptional
awards. |
| · | Pension arrangements are excessive. |
| · | Pension arrangements are not aligned with the wider workforce (UK). |
Investor Rights
The interests of minority shareholders must be
protected and any major, or majority, investor should not enjoy preferential treatment. The structure of ownership or control should minimise
the potential for abuse of public shareholders.
Corporate Transactions
Companies should not make significant changes to their structure or
nature without being fully transparent to their investors. Shareholders should have the opportunity to vote on significant corporate activity,
such as mergers and acquisitions. Where a transaction is with a related party, only independent shareholders should have a vote. Even
in markets where no vote is given to shareholders in these circumstances, investors need transparent disclosure of the reasons for any
such major change. Companies should expect that shareholders may want to discuss and debate proposed developments
Diversification beyond the core skills of the business needs to be
justified as it is more often than not a distraction from operational performance. All major deals need to be clearly explained and justified
in the context of the pre- existing strategy and be subject to shareholder approval.
We will vote on corporate transactions on a case by case basis.
Dividends
We will generally support the payment of dividends but will scrutinise
the proposed level where it appears excessive given the company’s financial position.
Share Capital
The board carries responsibility for prudent capital management and
allocation.
Share Issuance
We will consider capital raises which are proposed for a specific purpose
on a case by case basis but recognise that it can be beneficial for companies to have some general flexibility to issue shares to raise
capital. However we expect issuances to be limited to the needs of the business and companies should not issue significant portions of
shares unless offering these on a pro-rata basis to existing shareholders to protect against inappropriate dilution of investments.
| · | Where a company seeks a general authority to issue shares we generally expect this to be limited to
25% of the company’s share capital for pre- emptive issuances. In the UK we are aligned with the guidance of the Investment Association
Share Capital Management Guidelines. |
| · | Where a company seeks a general authority to issue shares we generally expect this to be limited to
10% of the company’s share capital for non-pre-emptive issuances. In the UK we are aligned with the guidance of the Investment Association
Share Capital Management Guidelines and those of the Pre-Emption Group. |
| · | We will not generally support share issuances at investment trusts unless
there is a commitment that shares would only be issued at a price at or above net asset value. |
When considering our votes we will, however, take account of the company’s
circumstances and any further detail regarding proposed capital issuance authorities prior to voting.
Following changes to the UK’s Pre-Emption
Group Guidelines in November 2022, which reflect an increase on previous limits, we will hold the Chair of the company accountable
for any perceived misuse of the increased flexibility through a vote against their re-election.
Buyback
We recognise that share buybacks can be a flexible means of returning
cash to shareholders.
| · | We will generally support buyback
authorities of up to 10% of the issued share capital. |
Related Party Transactions
The nature of relations – particularly any
related party transactions (RPTs) – with parent or related companies, or other major investors, must be disclosed fully. Related
party transactions must be agreed on arm’s length terms and be made fully transparent. Where they are material, they should be subject
to the approval of independent shareholders.
| · | We will vote against RPTs where there is insufficient transparency of the
nature of the transaction, the rationale, the terms or the views and assessment of directors and advisors. |
Article/Bylaw amendments
While it is standard to see proposals from companies to amend their
articles of association or bylaws, we will review these on a case by case basis. When doing so we expect full transparency of the proposed
changes to be disclosed.
| · | We will vote against amendments
which will reduce shareholder rights. |
Anti-Takeover Defences
There should be no artificial structures put in place to entrench management
and protect companies from takeover. The best defence from hostile takeover is strong operational delivery.
| · | We will generally vote against
anti-takeover/‘poison pill’ proposals. |
Voting Rights
We are strong supporters of the principle of ‘one share, one
vote’ and therefore favour equal voting rights for all shareholders.
| · | We will generally vote against proposals which seek to introduce or continue
capital structures with multiple voting rights. |
| · | We will consider voting against proposals to raise new capital at companies
with multiple share classes and voting rights. |
General Meetings
Shareholder meetings provide an important opportunity to hold boards
to account not only through voting on the proposed resolutions but also by enabling investors the opportunity to raise questions, express
views and emphasise concerns to the entire board. We may make a statement at a company’s AGM as a means of escalation to reinforce
our views to a company’s board.
We welcome the opportunity to attend meetings virtually, being of the
view that this can increase participation given obstacles such as location or meeting concentration. However we are not supportive of
companies adopting virtual-only meetings as we believe this format reduces accountability. Our preference is for a hybrid meeting format
to balance the flexibility of remote attendance with the accountability of an in-person meeting.
| · | We will generally support resolutions seeking approval to shorten the EGM
notice period to minimum 14 days, unless we have concerns regarding previous inappropriate use of this flexibility. |
| · | We will generally support proposals to enable virtual meetings to take place as long as there is confirmation
that the format will be hybrid, with physical meetings continuing to take place (unless prohibited by law). We expect virtual attendees
to have the same rights to speak and raise questions as those attending in-person. |
As part of strategic planning, boards need to have oversight of,
and clearly articulate, the key opportunities and risks affecting the sustainability of the business model. This includes having
a process for, and transparent disclosure of, potential and emerging opportunities and risks and the actions being taken to address them.
The effective management of risks extends to long-term issues that
are hard to measure and whose timeframe is uncertain and will include the management of environmental and social issues. We use the UN
Global Compact’s four areas of focus in assessing how companies are performing in this area.
Specifically we expect companies to be able to demonstrate how they
manage their exposures under the following headings.
The Environment
It is generally accepted that companies are responsible for the effects
of their operations and products on the environment. The steps they take to assess and reduce those impacts can lead to cost savings and
reduce potential reputational damage. Companies are responsible for their impact on the climate and they face increased regulation from
world governments on activities that contribute to climate change.
We expect that companies will
| · | Identify, manage and reduce their environmental impacts. |
| · | Understand the impact of climate change along the company value chain. |
| · | Develop group-level climate policies and, where relevant, set targets to
manage the impact, report on policies, practices and actions taken to reduce carbon and other environmental risks within their operations. |
| · | Comply with all environmental laws and regulations, or recognised international
best practice as a minimum. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to the environment we will consider taking voting action on an appropriate resolution.
We will use the indicators within the Carbon Disclosure Project to
identify companies which are not fulfilling their climate commitments. Where appropriate we will take voting action to encourage better
practice among companies which we deem to be laggards.
Labour and employment
Companies that respect internationally recognised labour rights and
provide safe and healthy working environments for employees are likely to reap the benefits. This approach is likely to foster a more
committed and productive workforce, and help reduce damage to reputation and a company’s license to operate. We expect companies
to comply with all employment laws and regulations and adopt practices in line with the International Labour Organization’s core
labour standards. a minimum.
In particular, companies will:
| · | Take affirmative steps to ensure that they uphold decent labour standards. |
| · | Adopt strong health and safety policies and programmes to implement such
policies. |
| · | Adopt equal employment opportunity and diversity policies and a programme
for ensuring compliance with such policies. |
| · | Adopt policies and programmes for investing in employee training and development. |
| · | Adopt initiatives to attract and retain talented employees, foster higher
productivity and quality, and encourage in their workforce a commitment to achieving the company’s purpose. |
| · | Ensure policies are in place for a company’s suppliers that promote
decent labour standards, and programmes are in place to ensure high standards of labour along supply chains. |
| · | Report regularly on its policy and implementation of managing human capital. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to labour and employment we will consider taking voting action on an appropriate resolution.
Human rights
We recognise the impact that human- rights issues can have on our investments
and the role we can play in stimulating progress. We draw upon a number of international, legal and voluntary agreements for guidance
on human-rights responsibilities and compliance. Our primary sources are the International Bill of Rights and the core conventions of
the International Labour Organisation (ILO), which form the list of internationally agreed human rights, and the UN Guiding Principles
on Business and Human Rights (UNGPs), which clarifies the roles of states and businesses. We encourage companies to use the UNGPs Reporting
Framework and encourage disclosure in line with this guidance.
We expect companies to:
| · | Continually work to understand their actual and potential impacts on human
rights. |
| · | Establish systems that actively ensure respect for human rights. |
| · | Take appropriate action to remedy any infringements on human rights. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to human rights we will consider taking voting action on an appropriate resolution.
Business ethics
As institutions of wealth and influence, companies have a significant
impact on the prosperity of their local communities and the wider world. Having a robust code of ethics and ensuring professional conduct
mean companies operate more effectively, particularly when it comes to ethical principles governing decision- making. A company’s
failure to conform to internationally recognised standards of business ethics on matters such as bribery and corruption, can increase
its risk of facing investigation, litigation and fines. This could undermine its license to operate, and affect its reputation and image.
We expect companies to have policies in place to support the following:
| · | Ethics at the heart of the organisation’s governance. |
| · | A zero-tolerance policy on bribery and corruption.. How people are rewarded,
as pay can influence behaviour. |
| · | Respect for human rights. |
| · | Ethical training for employees. |
Where we have serious concerns regarding a board’s actions, or
inaction, related to business ethics we will consider taking voting action on an appropriate resolution.
We will review any resolution at company meetings which ISS has
identified as covering environmental and social factors.
The following will detail our overarching approach and expectations.
Our approach to vote analysis is consistent across active and quantitative
investment strategies
Review the resolution, proponent and board statements, existing disclosures, and external research.
Engage
with the company, proponents, and other stakeholders as required.
Involve thematic experts, regional specialists, and investment
analysts in decision-making to harness a wide range of expertise and include all material factors in our analysis.
Ensure consistency by using our own in-house guidance to frame
case-by-case analysis.
Monitor the outcomes of votes.
Follow-up with on-going engagement as required.
Given the nature of the topics covered by these resolutions we do not
apply binary voting policies. We adopt a nuanced approach to our voting research and outcomes and will consider the specific circumstances
of the company concerned. Our objective is not to vote in favour of all shareholder resolutions but to determine the best outcome for
the company in the context of the best outcome for our clients. There are instances where we are supportive of the spirit of a resolution
however there may be a reason which prevents our support for the proposal. For example, where the purpose of the resolution is unclear,
where the wording is overly prescriptive, when suggested implementation is overly burdensome or where the proposal strays too closely
to the board’s responsibility for setting the company’s strategy.
Management Proposals
We are supportive of the steps being taken by companies to provide
transparent, detailed reporting of their ESG strategies and targets. While shareholder proposals on environmental and social topics have
been common on AGM agenda for several years, an increasing number of companies are presenting management proposals, such as so called
‘say on climate’ votes, for shareholder approval. While we welcome the intention of accountability behind these votes, we
have reservations about the potential for them to limit the scope for subsequent investor challenge and diminish the direct responsibility
and accountability of the board and individual directors. We believe it is the role of the board and the executive to develop and apply
strategy, including ESG strategies, and we will continue to use existing voting items to hold boards to account on the implementation
of these strategies. As active investors we also regularly engage with investee companies on ESG topics and find this dialogue to be
the best opportunity to provide feedback.
We will review the appropriateness of ‘say on climate’
votes and consider if other voting mechanisms should be applied to ensure both Boards and Executives apply the appropriate rigour to initiate
and deliver strategies to support the climate transition.
Shareholder Proposals
The number of resolutions focused on environmental and social (E&S)
issues filed by shareholders continues to grow rapidly. The following provides an overview of some of the factors we consider when assessing
the most prevalent themes for shareholder proposals.
Climate Change
We are members of the Net Zero Asset Manager Initiatives and this is
reflected in our Active Ownership approach. We encourage the companies in which we invest to demonstrate a robust methodology underpinning
Paris aligned goals and targets and are supportive of resolutions that will help companies to achieve this. Once a credible climate strategy
is in place, we prioritise evidence of implementation over requests to re-draft strategies and targets after only a year or two.
A growing number of resolutions call on companies to increase the transparency
of their reporting on climate- related lobbying. These proposals typically encompass direct lobbying undertaken by the company and indirect
lobbying undertaken by trade associations and other organisations of which it is a member or supporter. Lobbying contrary to the objectives
of the Paris Agreement is effective in creating climate policy inertia and impeding the transition to net zero economies.
We do not evaluate resolutions in isolation. Our
approach recognises the links between corporate governance, strategy and climate approach. Where a company’s operational response
to climate change is inadequate, the effectiveness of board oversight and corporate governance may also be called into question.
We expect and encourage companies to:
| · | Demonstrate that a robust methodology underpins Paris aligned, net zero
goals and targets. |
| · | Set targets for absolute emission reduction, not just carbon intensity,
to show a clear pathway to net zero. |
| · | Report in alignment with the TCFD framework. |
| · | Link targets to remuneration and ensure they are reflected in capital expenditure
and R&D plans. |
| · | Carefully manage climate-related lobbying by ensuring appropriate oversight,
transparent disclosure of activities, and alignment of activities with the company’s strategy and publicly stated positions. |
Diversity & Inclusion
Diversity & Inclusion (D&I) is an important and growing
theme for shareholder resolutions. In recent years resolutions have focussed on racial equity audits, pay gap reporting, transparent disclosure
of D&I metrics and assessments of the efficacy of D&I programmes.
A racial equity audit is an independent analysis of a company’s
business practices designed to identify practices that may have a discriminatory effect. We are supportive of racial equity audits in
relation to internal and external D&I programmes. It is appropriate that these programmes should have KPIs and audit mechanisms in
place to measure and evaluate outcomes. Some proposals request racial equity audits of provision of services. We are aware that measuring
provision of service is challenging and gathering racial data on customers can be difficult and inappropriate. There are also multiple
different factors that can influence service provision and which could be misconstrued as being racially motivated. We will however,
support resolutions which are not unduly prescriptive and allow companies to carry out audits within a reasonable timeframe, at a reasonable
cost, and excluding confidential or proprietary information.
We consider standardised gender pay gap disclosure to be an important
tool for assessing how companies are addressing gender inequality. Reporting on gender pay gaps across global operations can help companies
to remain ahead of the regulatory curve. It also enables them to offer better opportunities and remuneration for women around the world.
We are therefore supportive of resolutions which are likely to deliver these benefits. Proposals must be carefully drafted to achieve
these outcomes. For instance, in the past we have been unable to support resolutions which called for global median gender and racial
pay gap reporting as it was unclear how this would reveal potential pay disparities at a local level and how it could be implemented by
companies with operations in jurisdictions where collection of racial identity data is illegal.
In the US market we support public disclosure of EEO- 1 forms by companies.
The EEO-1 form details a comprehensive breakdown of workforce by race and gender according to ten employment categories. The form is submitted
privately to the US Equal Employment Opportunity Commission on an annual basis. When publicly disclosed, it offers investors and other
stakeholders data in a standardised and comparable form. We have used our engagement programme to ask the companies in which we invest
to disclose this form for their US operations while making it central to our D&I voting approach and supporting resolutions that request
it.
Human rights
As a supporter of the UN Guiding Principles on Business and Human Rights
(UNGPs), we expect companies to demonstrate how human rights due diligence is conducted across operations, services, product use and the
supply chain. Companies can have a significant impact on human rights directly through operations and provision of services, and indirectly
through product use and the supply chain. In recent years the sale and end-use of controversial technologies, such as facial recognition
software, has emerged as a prominent theme.
We expect and encourage companies to:
| · | Have robust due diligence processes to assess the actual and potential human
rights impacts of their operations, services, product use and supply chain. |
| · | Conduct customer and supplier vetting processes commensurate with the risk
of human rights abuse. |
| · | Publicly disclose information about the operation of these processes and
utilise the UNGPs’ Reporting Framework. This will improve the standard and consistency of human rights reporting and enable more
informed investment decision making. |
Corporate Lobbying & Political Contributions
Corporate lobbying and political contributions are a recurrent theme
of shareholder resolutions, particularly in the US. These proposals typically encompass direct lobbying undertaken by the company and
indirect lobbying undertaken by trade associations and other organisations of which it is a member or supporter. Proposals may also request
the disclosure of more information regarding the process and rationale for political contributions. We expect companies to make transparent,
consolidated disclosures of direct and indirect lobbying and political expenditure. This disclosure should be underpinned by a coherent
policy that: explains public policy priorities and the rationale for associated expenditure, identifies the management positions responsible
for public policy engagement, and provides appropriate mechanisms for board oversight. These measures should mitigate the risks associated
with corporate lobbying and political contributions, protecting the interest of shareholders and other stakeholders.
Nuclear Energy
In the Japanese market nuclear energy is a recurrent theme of shareholder
resolutions. The Japanese government is seeking to reduce the nation’s reliance on coal and its energy strategy presents safe nuclear
power generation as an important source of base-load power. In this context, resolutions which seek to limit or cease the nuclear operations
of an individual company do not appear to be in the best interests of shareholders and other stakeholders. The health & safety
risks associated with nuclear energy are high, must be managed carefully across the industry, and are an important consideration in our
voting.
Important Information
This document is strictly for information purposes only and should
not be considered as an offer, investment recommendation, or solicitation, to deal in any of the investments or funds mentioned herein
and does not constitute investment research. abrdn does not warrant the accuracy, adequacy or completeness of the information and materials
contained in this document and expressly disclaims liability for errors or omissions in such information and materials.
Any research or analysis used in the preparation of this document
has been procured by abrdn for its own use and may have been acted on for its own purpose. The results thus obtained are made
available only coincidentally and the information is not guaranteed as to its accuracy. Some of the information in this document may
contain projections or other forward looking statements regarding future events or future financial performance of countries,
markets or companies. These statements are only predictions and actual events or results may differ materially. The reader must make
their own assessment of the relevance, accuracy and adequacy of the information contained in this document and make such independent
investigations, as they may consider necessary or appropriate for the purpose of such assessment. This material serves to provide
general information and is not meant to be investment, legal or tax advice for any particular investor. No warranty whatsoever is
given and no liability whatsoever is accepted for any loss arising whether directly or indirectly as a result of the reader, any
person or group of persons acting on any information, opinion or estimate contained in this document. abrdn reserves the right to
make changes and corrections to any information in this document at any time, without notice. This material is not to be reproduced
in whole or in part without the prior written consent of abrdn.
Applying ESG and sustainability criteria in the investment process
may result in the exclusion of securities within the universe of potential investments. The interpretation of ESG and sustainability criteria
is subjective meaning that products may invest in companies which similar products do not (and thus perform differently) and which do
not align with the personal views of any individual investor. Furthermore, the lack of common or harmonized definitions and labels regarding
ESG and sustainability criteria may result in different approaches by managers when integrating ESG and sustainability criteria into investment
decisions. This means that it may be difficult to compare strategies within ostensibly similar objectives and that these strategies will
employ different security selection and exclusion criteria. Consequently, the performance profile of otherwise similar vehicles may deviate
more substantially than might otherwise be expected. Additionally, in the absence of common or harmonized definitions and labels, a degree
of subjectivity is required and this will mean that a product may invest in a security that another manager or an investor would not.
abrdn plc is registered in Scotland (SC286832) at 1 George Street,
Edinburgh EH2 2LL.
Exhibit 99.14e(1)
FOR
IMMEDIATE RELEASE
For
More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
(Philadelphia,
September 29, 2023) - The abrdn U.S. Closed-End Funds (the “Funds” or individually the “Fund”),
today announced that the Funds paid the distributions noted in the table below on September 29, 2023, on a per share basis to all
shareholders of record as of September 22, 2023 (ex-dividend date September 21, 2023). These dates apply to the Funds listed
below with the exception of the abrdn Australia Equity Fund, Inc. (IAF), the India Fund, Inc. (IFN) and the abrdn Japan Equity
Fund, Inc. (JEQ) which paid the distribution on September 29, 2023, to all shareholders of record as of August 24, 2023
(ex-dividend date August 23, 2023).
Ticker | |
Exchange | |
Fund | |
Amount | |
ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.1200 | |
IAF | |
NYSE American | |
abrdn Australia Equity Fund, Inc. | |
$ | 0.1200 | |
IFN | |
NYSE | |
The India Fund, Inc. | |
$ | 0.4100 | |
JEQ | |
NYSE | |
abrdn Japan Equity Fund, Inc. | |
$ | 0.1100 | |
Each Fund has adopted a distribution policy to provide investors
with a stable distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
For the abrdn Australia Equity Fund, Inc. (IAF), the
India Fund, Inc. (IFN) and the abrdn Japan Equity Fund, Inc. (JEQ) the stock distributions were automatically paid in newly
issued shares of the Fund unless otherwise instructed by the shareholder to be paid in cash. Shares of common stock were issued at the
lower of the net asset value (“NAV”) per share or the market price per share with a floor for the NAV of not less than 95%
of the market price on September 21, 2023. The reinvestment prices per share for these distributions were as follows: $3.91 for the
abrdn Australia Equity Fund, Inc. (IAF); $16.35 for the India Fund, Inc. (IFN) and $5.48 for the abrdn Japan Equity Fund, Inc.
(JEQ). Fractional shares were generally settled in cash, except for registered shareholders with book entry accounts at Computershare
Investor Services who had whole and fractional shares added to their account.
To have received the abrdn Australia Equity Fund, Inc.
(IAF), the India Fund, Inc. (IFN) and the abrdn Japan Equity Fund, Inc. (JEQ) quarterly distributions payable in September 2023
in cash instead of shares of common stock, for shareholders who hold shares in “street name,” the bank, brokerage or nominee
who holds the shares must have advised the Depository Trust Company as to the full and fractional shares for which they want the distribution
paid in cash by September 18, 2023; and for shares that are held in registered form, written notification for the election of cash
by registered shareholders must have been received by Computershare Investor Services prior to September 18, 2023.
Under applicable U.S. tax rules, the amount and character of distributable
income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year. However, under
Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the Funds may be required
to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of
the sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have
been computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current
distributions paid this month as well as for the cumulative distributions paid relating to fiscal year to date, 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
compositions of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains
and losses on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
Estimated Amounts of Current Distribution per Share |
Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of Capital | |
ASGI | |
$ | 0.1200 | | |
$ | 0.0288 | | |
| 24 | % | |
$ | 0.0132 | | |
| 11 | % | |
$ | 0.0780 | | |
| 65 | % | |
| - | | |
| - | |
IAF | |
$ | 0.1200 | | |
$ | 0.0264 | | |
| 22 | % | |
| | | |
| | | |
$ | 0.0060 | | |
| 5 | % | |
$ | 0.0876 | | |
| 73 | % |
IFN | |
$ | 0.4100 | | |
| - | | |
| - | | |
| | | |
| | | |
$ | 0.4100 | | |
| 100 | % | |
| - | | |
| - | |
JEQ | |
$ | 0.1100 | | |
$ | 0.0176 | | |
| 16 | % | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.0924 | | |
| 84 | % |
Estimated Amounts of Fiscal Year* to Date Cumulative Distributions per Share |
Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains ** | | |
Net Realized Long-
Term Gains | | |
Return of Capital | |
ASGI | |
$ | 1.4400 | | |
$ | 0.3456 | | |
| 24 | % | |
$ | 0.1584 | | |
| 11 | % | |
$ | 0.9360 | | |
| 65 | % | |
| - | | |
| - | |
IAF | |
$ | 0.5000 | | |
$ | 0.1100 | | |
| 22 | % | |
| | | |
| | | |
$ | 0.0250 | | |
| 5 | % | |
$ | 0.3650 | | |
| 73 | % |
IFN | |
$ | 1.2300 | | |
| - | | |
| - | | |
| | | |
| | | |
$ | 1.2300 | | |
| 100 | % | |
| - | | |
| - | |
JEQ | |
$ | 0.4100 | | |
$ | 0.0656 | | |
| 16 | % | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.3444 | | |
| 84 | % |
* ASGI has a 9/30 fiscal year end; IAF and JEQ have a 10/31 fiscal
year end; IFN has a 12/31 fiscal year end.
**includes currency gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that 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 a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
As of September 19, 2023, after giving effect to this payment,
JEQ estimates it has a net deficit of $8,214,000.00. A net deficit results when the Fund has net unrealized losses that are in excess
of any net realized gains that have not yet been distributed.
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
for the current year will only be made after year-end. The actual amounts and sources of the amounts for tax reporting purposes will depend
upon the Fund’s investment experience during the remainder of the fiscal year and may be subject to change based on tax regulations.
After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar year that will tell you
how to report these distributions for federal income tax purposes.
The following table provides the Funds’ total return
performance based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution
rates.
Fund Performance and Distribution Rate Information |
Fund | |
| Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
08/31/2023¹ | | |
| Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
| Cumulative
Total Return
on NAV¹ | | |
| Cumulative
Distribution
Rate on NAV² | |
ASGI³ | |
| 7.71 | %3 | |
| 7.07 | % | |
| 16.90 | % | |
| 6.48 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices
obtained under the Fund’s dividend reinvestment plan.
2
Based on the Fund’s NAV as of August 31, 2023.
3
The Fund launched within the past 5 years; the performance and distribution rate information presented reflects data from inception (July 29,
2020) through August 31, 2023.
Fund Performance and Distribution Rate Information |
Fund | |
| Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
07/31/2023¹ | | |
| Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
| Cumulative
Total Return
on NAV¹ | | |
| Cumulative
Distribution
Rate on NAV² | |
IAF | |
| 6.30 | % | |
| 10.30 | % | |
| 15.46 | % | |
| 7.68 | % |
IFN | |
| 4.41 | % | |
| 9.40 | % | |
| 10.14 | % | |
| 4.82 | % |
JEQ | |
| 1.05 | % | |
| 5.74 | % | |
| 22.09 | % | |
| 4.30 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices
obtained under the Fund’s dividend reinvestment plan.
2
Based on the Fund’s NAV as of July 31, 2023.
Shareholders should not draw any conclusions about a
Fund’s investment performance from the amount of the Fund’s current distributions or from the terms of the distribution policy
(the “Distribution Policy”).
While NAV performance may be indicative of the Fund’s investment
performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment
in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the
open market.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with the Distribution Policy
may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause an increase in the Fund’s
annual operating expense ratio and a decrease in the Fund’s market price per share to the extent the market price correlates closely
to the Fund’s net asset value per share. The Distribution Policy may also negatively affect the Fund’s 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. Each Fund’s Board 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 Fund’s 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.
In the United States, abrdn is the marketing name for the
following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, abrdn Asia Limited, Aberdeen Capital Management,
LLC, abrdn ETFs Advisors LLC and abrdn Alternative Funds Limited.
Closed-end funds are traded on the secondary market through one of
the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s 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 net asset value
(NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past performance does not
guarantee future results.
https://www.abrdn.com/en-us/cefinvestorcenter#
###
Exhibit 99.14e(2)
FOR
IMMEDIATE RELEASE
For
More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
(Philadelphia, January 10, 2024) - The abrdn
U.S. Closed-End Funds (NYSE: ASGI, IFN, JEQ) (NYSE American: HQH, HQL, IAF, THQ, THW), (the “Funds” or individually
the “Fund”), today announced that the Funds paid the distributions noted in the table below on January 10, 2024, on
a per share basis to all shareholders of record as of December 29, 2023 (ex-dividend date December 28, 2023). These dates apply
to the Funds listed below with the exception of abrdn Healthcare Investors (HQH), abrdn Life Sciences Investors (HQL), the abrdn Australia
Equity Fund, Inc. (IAF), the India Fund, Inc. (IFN) and the abrdn Japan Equity Fund, Inc. (JEQ) which will pay on January 10,
2024, to all shareholders of record as of November 22, 2023 (ex-dividend date November 21, 2023).
Ticker | |
Exchange | |
Fund | |
Amount | |
ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.1200 | |
HQH | |
NYSE American | |
abrdn Healthcare Investors | |
$ | 0.3800 | |
HQL | |
NYSE American | |
abrdn Life Sciences Investors | |
$ | 0.3000 | |
IAF | |
NYSE American | |
abrdn Australia Equity Fund, Inc. | |
$ | 0.1100 | |
IFN | |
NYSE | |
The India Fund, Inc. | |
$ | 0.4100 | |
JEQ | |
NYSE | |
abrdn Japan Equity Fund, Inc. | |
$ | 0.1000 | |
THQ | |
NYSE American | |
abrdn Healthcare Opportunities Fund | |
$ | 0.1125 | |
THW | |
NYSE American | |
abrdn World Healthcare Fund | |
$ | 0.1167 | |
Each Fund has adopted a distribution policy to provide investors
with a stable distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
For the abrdn Healthcare Investors (HQH), abrdn Life
Sciences Investors (HQL), the abrdn Australia Equity Fund, Inc. (IAF), the India Fund, Inc. (IFN) and the abrdn Japan Equity
Fund, Inc. (JEQ) the stock distributions were automatically paid in newly issued shares of the Fund unless otherwise instructed
by the shareholder to be paid in cash. Shares of common stock were issued at the lower of the net asset value (“NAV”) per
share or the market price per share with a floor for the NAV of not less than 95% of the market price on December 19, 2023. The
reinvestment prices per share for these distributions were as follows: $16.33 for the abrdn Healthcare Investors (HQH); $13.26 for the
abrdn Life Sciences Investors (HQL); $4.35 for the abrdn Australia Equity Fund, Inc. (IAF); $17.66 for the India Fund, Inc.
(IFN) and $5.58 for the abrdn Japan Equity Fund, Inc. (JEQ). Fractional shares were generally settled in cash, except for registered
shareholders with book entry accounts at Computershare Investor Services who had whole and fractional shares added to their account.
To have received the abrdn Healthcare Investors (HQH),
abrdn Life Sciences Investors (HQL), abrdn Australia Equity Fund, Inc. (IAF), the India Fund, Inc. (IFN) and the abrdn Japan
Equity Fund, Inc. (JEQ) quarterly distributions payable in January 2024 in cash instead of shares of common stock, for shareholders
who hold shares in “street name,” the bank, brokerage or nominee who holds the shares must have advised the Depository Trust
Company as to the full and fractional shares for which they want the distribution paid in cash by December 18, 2023; and for shares
that are held in registered form, written notification for the election of cash by registered shareholders must have been received by
Computershare Investor Services prior to December 18, 2023.
Under applicable U.S. tax rules, the amount and character
of distributable income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year.
However, under Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the
Funds may be required to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of
the sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have
been computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current
distributions paid this month as well as for the cumulative distributions paid relating to fiscal year to date, 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
compositions of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains
and losses on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
Estimated Amounts of Current Distribution per Share |
Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of Capital | |
ASGI | |
$ | 0.1200 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.1200 | | |
| 100 | % | |
| - | | |
| - | |
HQH | |
$ | 0.3800 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.0836 | | |
| 22 | % | |
$ | 0.2964 | | |
| 78 | % |
HQL | |
$ | 0.3000 | | |
| - | | |
| - | | |
$ | 0.1380 | | |
| 46 | % | |
| - | | |
| - | | |
$ | 0.1620 | | |
| 54 | % |
IAF | |
$ | 0.1100 | | |
$ | 0.0055 | | |
| 5 | % | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.1045 | | |
| 95 | % |
IFN | |
$ | 0.4100 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.4100 | | |
| 100 | % | |
| - | | |
| - | |
JEQ | |
$ | 0.1000 | | |
| - | | |
| - | | |
$ | 0.0020 | | |
| 2 | % | |
| - | | |
| - | | |
$ | 0.0980 | | |
| 98 | % |
THQ | |
$ | 0.1125 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.0023 | | |
| 2 | % | |
$ | 0.1102 | | |
| 98 | % |
THW | |
$ | 0.1167 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.1167 | | |
| 100 | % |
Estimated Amounts of Fiscal Year* to Date Cumulative Distributions per Share |
Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains ** | | |
Net Realized Long-
Term Gains | | |
Return of Capital | |
ASGI | |
$ | 0.3600 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.3600 | | |
| 100 | % | |
| - | | |
| - | |
HQH | |
$ | 0.3800 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.0836 | | |
| 22 | % | |
$ | 0.2964 | | |
| 78 | % |
HQL | |
$ | 0.3000 | | |
| - | | |
| - | | |
$ | 0.1380 | | |
| 46 | % | |
| - | | |
| - | | |
$ | 0.1620 | | |
| 54 | % |
IAF | |
$ | 0.1100 | | |
$ | 0.0055 | | |
| 5 | % | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.1045 | | |
| 95 | % |
IFN | |
$ | 1.6400 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 1.6400 | | |
| 100 | % | |
| - | | |
| - | |
JEQ | |
$ | 0.1000 | | |
| - | | |
| - | | |
$ | 0.0020 | | |
| 2 | % | |
| - | | |
| - | | |
$ | 0.0980 | | |
| 98 | % |
THQ | |
$ | 0.3375 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.0068 | | |
| 2 | % | |
$ | 0.3307 | | |
| 98 | % |
THW | |
$ | 0.3501 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.3501 | | |
| 100 | % |
* ASGI, HQH, HQL, THQ and THW have a 9/30 fiscal year end.
IAF and JEQ have a 10/31 fiscal year end. IFN has a 12/31 fiscal year end.
**includes currency gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that 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
the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
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 for the current year will only be made after year-end. The actual amounts and sources of the amounts for tax reporting
purposes will depend upon the Fund’s investment experience during the remainder of the fiscal year and may be subject to change
based on tax regulations. After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar
year that will tell you how to report these distributions for federal income tax purposes.
The following table provides the Funds’ total return
performance based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution
rates.
Fund Performance and Distribution Rate Information |
Fund | |
| Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
11/30/2023¹ | | |
| Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
| Cumulative
Total Return
on NAV¹ | | |
| Cumulative
Distribution
Rate on NAV² | |
ASGI³ | |
| 7.49 | %3 | |
| 7.14 | % | |
| 7.04 | % | |
| 1.19 | % |
THQ | |
| 7.00 | % | |
| 6.64 | % | |
| 2.42 | % | |
| 1.11 | % |
THW | |
| 5.71 | % | |
| 12.14 | % | |
| 0.49 | % | |
| 2.02 | % |
1 Return data is net of all Fund expenses and
fees and assumes the reinvestment of all distributions reinvested at prices obtained under the Fund’s dividend reinvestment plan.
2 Based on the Fund’s NAV as of November 30,
2023.
3 The Fund launched within the past 5 years;
the performance and distribution rate information presented reflects data from inception (July 29, 2020) through November 30,
2023.
Fund Performance and Distribution Rate Information |
Fund | |
| Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
10/31/2023¹ | | |
| Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
| Cumulative
Total Return
on NAV¹ | | |
| Cumulative
Distribution
Rate on NAV² | |
HQH | |
| 4.52 | % | |
| N/A* | | |
| -4.99 | % | |
| N/A* | |
HQL | |
| 4.03 | % | |
| N/A* | | |
| -5.00 | % | |
| N/A* | |
IAF | |
| 5.86 | % | |
| 11.85 | % | |
| 1.45 | % | |
| 11.85 | % |
IFN | |
| 7.68 | % | |
| 10.20 | % | |
| 6.67 | % | |
| 7.65 | % |
JEQ | |
| 1.15 | % | |
| 6.78 | % | |
| 8.10 | % | |
| 6.78 | % |
1 Return data is net of all Fund expenses
and fees and assumes the reinvestment of all distributions reinvested at prices obtained under the Fund’s dividend reinvestment
plan.
2 Based on the Fund’s NAV as of October 31,
2023.
Shareholders should not draw any conclusions about a
Fund’s investment performance from the amount of the Fund’s current distributions or from the terms of the distribution policy
(the “Distribution Policy”).
While NAV performance may be indicative of the Fund’s
investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s
investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares
in the open market.
Pursuant to an exemptive order granted by the Securities
and Exchange Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with
the Distribution Policy may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause
an increase in the Fund’s annual operating expense ratio and a decrease in the Fund’s market price per share to the
extent the market price correlates closely to the Fund’s net asset value per share. The Distribution Policy may also
negatively affect the Fund’s 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. Each Fund’s Board 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 Fund’s 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.
In the United States, abrdn is the
marketing name for the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, abrdn Asia Limited,
abrdn Private Equity (Europe) Limited, and abrdn ETFs Advisors LLC.
Closed-end funds are traded on the secondary market
through one of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s 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 net
asset value (NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past performance
does not guarantee future results.
https://www.abrdn.com/en-us/cefinvestorcenter#
###
v3.24.0.1
N-2 - $ / shares
|
12 Months Ended |
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Cover [Abstract] |
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Entity Central Index Key |
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0000917100
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Amendment Flag |
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false
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Document Type |
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N-CSR
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Entity Registrant Name |
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The India Fund, Inc.
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Document Period End Date |
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Dec. 31, 2023
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General Description of Registrant [Abstract] |
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Investment Objectives and Practices [Text Block] |
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Investment Objectives. Strategies and Policies
The investment objective of the Fund is long-term capital appreciation, which it seeks to achieve by investing primarily in the equity securities of Indian companies.
Equity securities include common and preferred stock (including convertible preferred stock), American, global or other types of depositary receipts, or ADRs, convertible bonds, notes and debentures, equity interests in trusts, partnerships, joint ventures or similar enterprises and common stock purchase warrants and rights. Most of the equity securities purchased by the Fund are expected to be traded on an Indian stock exchange or in an Indian over-the-counter market.
The Fund’s investment objective and its policy to invest, under normal market conditions, at least 80% of its total assets in equity securities of Indian companies are fundamental policies of the Fund that may not be changed without the approval of a majority of the Fund’s outstanding voting securities.
Portfolio Structure
Under normal market conditions, at least 80% of the Fund’s total assets are invested in equity securities of Indian companies. “Indian companies” are companies that:
• |
are organized under the laws of India, |
• |
regardless of where organized, derive at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed, in India, or have at least 50% of their assets in India, or |
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have securities which are traded principally on any Indian stock exchange or in the Indian over-the-counter market. |
Up to 20% of the Fund’s total assets may be invested, subject to certain restrictions, in:
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equity securities of companies (other than companies considered “Indian companies” under the above criteria), regardless of where organized, which the Investment Manager believes derive, or will derive, at least 25% of their revenues from business in or with India, or have at least 25% of their assets in India, |
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debt securities including high yield/high risk and unrated debt (commonly referred to as “junk bonds”), denominated in Indian rupees or issued or guaranteed by an Indian company, the Government of India or an Indian governmental entity, and |
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debt securities of the type described below under “– Temporary Investments.” We refer to these securities as “temporary investments.” |
Up to 20% of the Fund’s assets may also be utilized to purchase and sell options on securities, financial futures, fixed income indices and other financial futures contracts, enter into interest rate transactions and to enter into currency transactions, sell securities short and loan portfolio securities. The Fund will only invest in such assets in order to hedge against financial risks. With respect to interest rate transactions, the Fund may enter into interest rate swaps and may purchase or sell interest rate caps and floors. Currency transactions may include currency forward contracts, exchange listed currency futures contracts, exchange listed and over-the-counter options on currencies and currency swaps. Although the Fund does not presently do so or intend to do so to any significant extent, the Fund may from time to time sell securities short. The Fund will not be obligated, however, to do any hedging and makes no representation as to the availability of these techniques at this time or at any time in the future.
The Fund’s assets may be invested in debt securities, other than temporary investments, when the Investment Manager believes that, based upon factors such as relative interest rate levels and foreign exchange rates, such securities offer opportunities for long-term capital appreciation. The Fund may invest up to 100% of its assets in temporary investments for temporary defensive purposes due to political, market or other factors affecting markets in India.
The Fund may invest in investment funds, including unregistered funds, that invest at least 80% of their total assets in the equity securities of Indian companies in which the Fund is authorized to invest. Subject to the provisions of and rules under the 1940 Act, the Fund may invest in investment funds as a means of investing in other equity securities in which the Fund is authorized to invest when the Investment Manager believes that such investments may be more advantageous to the Fund than a direct market purchase of such securities.
The Fund may invest its assets in a broad spectrum of industries. In selecting industries and companies for investment, the Investment
Manager may, among other factors, consider overall growth prospects, financial condition, competitive position, technology, research and development, productivity, labor costs, raw material costs and sources, profit margins, return on investment, structural changes in local economies, capital resources, the degree of government regulation or deregulation, management and other factors.
While the Fund invests a substantial portion of its assets in the securities of established Indian companies, it also may invest in the securities of less seasoned and smaller and mid-capitalization Indian companies.
In seeking to achieve the Fund’s investment objective, the Investment Manager invests in quality companies and are active, engaged owners. The Investment Manager evaluates every company against quality criteria and build conviction using a team-based approach and peer review process. The quality assessment covers five key factors: (1) durability of the business model, (2) the attractiveness of the industry, (3) the strength of financials, (4) the capability of management, and (5) the most material ESG factors impacting a company. Examples of ESG factors considered by the Investment Manager include, but are not limited to, carbon emissions, climate risks, labor management, employee safety and corporate governance. The specific factors considered may vary depending on the type of company being evaluated.
The Investment Manager seeks to understand what is changing in companies, industries and markets but isn’t being priced into the market or is being mispriced. Through fundamental research, supported by a global research presence, the Investment Manager seeks to identify companies whose quality is not yet fully recognized by the market.
The Investment Manager may sell a security when it perceives that a company’s business direction or growth potential has changed or the company’s valuations no longer offer attractive relative value.
Temporary Investments
The Fund may hold and/or invest its assets in cash and/or temporary investments for cash management purposes, pending investment in accordance with the Fund’s investment objective and policies and to meet operating expenses. In addition, the Fund may take a temporary defensive posture and invest without limitation in temporary investments. The Fund may assume a temporary defensive posture when, due to political, market or other factors broadly affecting markets, the Investment Manager determines that either opportunities for capital appreciation in those markets may be significantly limited or that significant diminution in value of the securities traded in those markets may occur. To the extent that the
Fund invests in temporary investments, it may not achieve its investment objective.
Specifically, “temporary investments” are debt securities denominated in U.S. dollars or in another freely convertible currency including:
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short-term (less than 12 months to maturity) and medium-term (not greater than five years to maturity) obligations issued or guaranteed by: |
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the U.S. government or the Indian government or their agencies or instrumentalities, or |
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international organizations designated or supported by multiple foreign governmental entities to promote economic reconstruction or development; |
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finance company obligations, corporate commercial paper and other short-term commercial obligations, in each case rated, or issued by companies with similar securities outstanding that are rated, Prime-1 or A or better by Moody’s Investors Service, Inc. or A-1 or A or better by Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc., or, if unrated, of comparable quality as determined by the Investment Manager; |
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obligations (including certificates of deposit, time deposits, demand deposits and bankers’ acceptances) of banks, subject to the restriction that the Fund may not invest more than 25% of its total assets in bank securities; and |
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repurchase agreements with respect to securities in which the Fund may invest. The banks whose obligations may be purchased by the Fund and the banks and broker-dealers with which the Fund may enter into repurchase agreements include any member bank of the |
U.S. Federal Reserve System and any broker-dealer or any foreign bank that has been determined by the Investment Manager to be creditworthy.
Repurchase agreements are contracts pursuant to which the seller of a security agrees at the time of sale to repurchase the security at an agreed upon price and date. When the Fund enters into a repurchase agreement, the seller will be required to maintain the value of the securities subject to the repurchase agreement, marked to market daily, at not less than their repurchase price. Repurchase agreements may involve risks in the event of insolvency or other default by the seller, including possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities.
Other Investments
Illiquid securities. The Fund may invest up to 20% of its total assets in illiquid securities for which there may be no or only a limited trading market and for which a low trading volume of a particular security may result in abrupt and erratic price movements. The Fund may invest in private or newly public companies. The Fund does not currently intend to invest in privately placed securities other than those where no term, other than price and payment terms, is
negotiated. The Fund may be unable to dispose of its holdings in illiquid securities at then-current market prices and may have to dispose of such securities over extended periods of time. In some cases, illiquid securities will be subject to contractual or legal restrictions on transfer. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded.
Rule 144A securities. The Fund may purchase certain restricted securities, or Rule 144A securities, for which there is a secondary market of qualified institutional buyers, as contemplated by Rule 144A under the 1933 Act. Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resale of certain restricted securities to qualified institutional buyers. One effect of Rule 144A is that certain restricted securities may now have liquidity, though there is no assurance that a liquid market for Rule 144A securities will develop or be maintained. To the extent that the number of qualified institutional buyers is reduced, a previously liquid Rule 144A security may be determined to be illiquid, thus increasing the percentage of illiquid assets in the Fund’s portfolio. The Board of Directors has adopted policies and procedures for the purpose of determining whether securities that are eligible for resale under Rule 144A are liquid or illiquid securities. Pursuant to those policies and procedures, the Board of Directors has delegated to the Investment Manager the determination as to whether a particular security is liquid or illiquid.
Convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest generally paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have several unique investment characteristics such as:
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higher yields than common stocks but lower yields than comparable nonconvertible securities; |
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a lesser degree of fluctuation in value than the underlying stock since they have fixed income characteristics; and |
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the potential for capital appreciation if the market price of the underlying common stock |
A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Fund is called for redemption, the Fund may be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Fund’s ability to achieve its investment objective.
In selecting convertible debt securities for the Fund, the following factors, among others, may be considered by the Investment Manager:
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the creditworthiness of the issuers of the securities; |
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the interest income generated by the securities; |
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the potential for capital appreciation of the securities and the underlying stock; |
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the conversion prices of the securities relative to the underlying stocks; and |
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the conversion prices of the securities relative to other comparable securities. |
Warrants. The Fund may invest in warrants, which are securities permitting but not obligating their holder to subscribe for other securities. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of an issuer. As a result, an investment in warrants may be considered more speculative than certain other types of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date.
Equity-linked debt securities. The Fund may invest in equity-linked debt securities. The amount of interest and/or principal payments that an issuer of equity-linked debt securities is obligated to make is linked to the performance of a specified index of equity securities and may be significantly greater or less than payment obligations in respect of other types of debt securities. As a result, an investment in equity- linked debt securities may be considered more speculative than other types of debt securities. In selecting equity-linked debt securities for the Fund, the Investment Manager may consider, among other factors, the creditworthiness of the issuers of the securities and the volatility of the index of equity securities.
Additional Investment Activities
In addition to the investment policies discussed above, the Fund may engage in certain additional investment activities. These activities may be limited by Indian law or regulations.
Hedging
The Fund is authorized to use various hedging and investment strategies. From time to time and as permitted by the 1940 Act, the Fund may engage in certain hedging activities described below to hedge various market risks (such as broad or specific market movements and interest rates and currency exchange rates).
In addition, techniques and instruments may change over time as new instruments and strategies are developed or regulatory changes occur.
Subject to the constraints described above, the Fund may purchase and sell interest rate, currency or stock index futures contracts and enter into currency forward contracts and currency swaps. It may purchase and sell (or write) exchange listed and over-the-counter put and call options on debt and equity securities, currencies, futures contracts, fixed income and stock indices and other financial instruments. And it may enter into interest rate transactions, equity swaps and related transactions and other similar transactions that may be developed to the extent the Investment Manager determines are consistent with the Fund’s investment objective and policies and applicable regulatory requirements. The Fund’s futures transactions will be entered into for hedging purposes. There is, however, no limit on the Fund’s assets that can be put at risk through the use of futures contracts and options thereon, and the value of the Fund’s futures contracts and options thereon may equal or exceed 100% of the Fund’s total assets. The Fund’s interest rate transactions may take the form of swaps, caps, floors and collars, currency forward contracts, currency futures contracts, currency swaps and options on currency or currency futures contracts.
The Investment Manager has claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act (the "CEA") pursuant to Rule 4.5 under the CEA with respect to the Fund. The Investment Manager is not, therefore, is not subject to registration or regulation as a “commodity pool operator” under the CEA.
When-Issued and Delayed Delivery Securities
The Fund may purchase securities on a when-issued or delayed delivery basis. Securities purchased on a when-issued or delayed delivery basis are purchased for delivery beyond the normal settlement date at a stated price. No income accrues to the purchaser of a security on a when-issued or delayed delivery basis prior to delivery. Such securities are recorded as an asset and are subject to changes in value based upon changes in market prices. Purchasing a security on a when-issued or delayed delivery basis can involve a risk that the market price at the time of delivery may be lower than the agreed-upon purchase price, in which case there could be an unrealized loss at the time of delivery. The Fund will only make commitments to purchase securities on a when-issued or delayed delivery basis with the intention of actually acquiring the securities, but it may sell them before the settlement date if it is deemed advisable.
Loans of Portfolio Securities
The Fund may lend to banks and broker-dealers portfolio securities with an aggregate market value of up to one-third of its total assets when it deems advisable. By doing so, the Fund attempts to earn income through the receipt of interest on the loan. In the event of the bankruptcy of the other party to a securities loan, the Fund could
experience delays in recovering the securities that it lent. To the extent that, in the meantime, the value of the securities that the Fund has lent has increased, the Fund could experience a loss.
Any such loans must be secured by collateral (consisting of any combination of cash, U.S. Government securities irrevocable letters of credit or other high-quality debt securities) in an amount at least equal (on a daily marked-to-market basis) to the current market value of the securities loaned. Any securities that the Fund may receive as collateral will not become a part of its portfolio at the time of the loan and, in the event of a default by the borrower, the Fund will, if permitted by law, dispose of such collateral except for such part thereof that is a security in which the Fund is permitted to invest. During the time that securities are on loan, the borrower will pay the Fund any accrued income on those securities, and the Fund may invest the cash collateral and earn additional income or receive an agreed-upon fee from a borrower that has delivered cash equivalent collateral. Cash collateral received by the Fund will be invested in securities in which the Fund is permitted to invest. The value of securities lent will be marked to market daily. Portfolio securities purchased with cash collateral are subject to possible depreciation. Loans of securities by the Fund will be subject to termination at the Fund’s or the borrower’s option. The Fund may pay reasonable negotiated fees in connection with loaned securities, so long as such fees are set forth in a written contract and approved by the Fund’s Board of Directors.
Investment Funds
The Fund may invest in investment funds, including unregistered funds, other than those for which the Investment Manager serve as investment adviser or sponsor and which invest principally in securities in which the Fund is authorized to invest. Under the 1940 Act, the Fund is restricted in the amount it may invest in such funds. To the extent that the Fund invests in other investment funds, including unregistered funds, the Fund’s stockholders will incur certain fees and expenses, including investment advisory fees. As a stockholder in an investment fund, the Fund will bear its ratable share of the investment fund’s expenses and will remain subject to payment of the Fund’s advisory and other fees and expenses with respect to assets so invested.
Short Sales
Although the Fund does not presently do so or intend to do so to any significant extent, the Fund may from time to time sell securities short. A short sale is a transaction in which the Fund would sell securities it does not own but has borrowed. In the event the Fund elects to sell securities short, the Fund’s intention would be to seek to take advantage of decreases in the market prices of securities in order to increase the Fund’s return on its investments. When the Fund makes a short sale, the proceeds it receives from the sale will be held
on behalf of a broker until the Fund replaces the borrowed securities. To deliver the securities to the buyer, the Fund will need to arrange through a broker to borrow the securities, and, in so doing, the Fund will become obligated to replace the securities borrowed at their market price at the time of replacement, whatever that price may be. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced.
The Fund’s obligation to replace the securities borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash, U.S. government securities or other liquid debt obligations.
Short sales by the Fund involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited whereas losses from purchases can equal only the total amount invested.
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Risk Factors [Table Text Block] |
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Risk Factors
General
The Fund is a non-diversified, closed-end investment company designed primarily as a long-term investment and not as a trading tool. An investment in the Fund’s Shares may be speculative and involves a high degree of risk. The Fund should not be considered a complete investment program. Due to the uncertainty in all investments, there can be no assurance that the Fund will achieve its investment objective.
Equity Risk
The value of equity securities, including common stock, preferred stock and convertible stock, will fluctuate in response to factors affecting the particular company, as well as broader market and economic conditions. Moreover, in the event of the company’s bankruptcy, claims of certain creditors, including bondholders, will have priority over claims of common stock holders and are likely to have varying types of priority over holders of preferred and convertible stock.
As an investment company that holds primarily common stocks, the Fund’s portfolio is subject to the possibility that common stock prices will decline over short or even extended periods. The Fund may remain substantially fully invested during periods when stock prices generally rise and also during periods when they generally decline. Moreover, as a holder of common stock, the Fund’s rights to the assets of the companies in which it invests will be subordinated to such companies’ holders of preferred stock and debt in the event of a bankruptcy, liquidation or similar proceeding. Accordingly, if such an event were to occur to such a company in which the Fund invests, the Fund would be entitled to such a company’s assets only after such company’s preferred stockholders and debt holders have been paid. Risks are inherent in investments in equities, and Fund stockholders should be able to tolerate significant fluctuations in the value of their investment in the Fund.
Fixed Income Risk
The Fund may invest up to 20% of its assets in debt securities whose value will tend to decrease as interest rates rise. Generally, the Fund’s fixed income securities will decrease in value if interest rates rise and vice versa. The Fund may be subject to a greater risk of rising interest rates due to the current interest rate environment and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives.
Investment and Market Risk
Deteriorating market conditions might cause a general weakness in the market that reduces the prices of securities in that market. Developments in the stock market could also adversely affect the Fund by reducing the relative attractiveness of stocks as an investment. Also, to the extent that the Fund emphasizes stocks from any given industry, it could be hurt if that industry does not do well.
Additionally, the Fund could lose value if the individual stocks in which it maintains long positions and/or the overall stock markets on which the stocks trade decline in price. Stocks and stock markets may experience short-term volatility (price fluctuation) as well as extended periods of price decline or increase. Individual stocks are affected by many factors, including:
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market trends, including investor demand for a particular type of stock, such as growth or value stocks, small or large stocks, or stocks within a particular |
Stock markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, national and world social and political events, and the fluctuation of other stock market around the world.
Market Events Risk
The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, investor sentiment and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, terrorism, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund's investments may be negatively affected. In addition, any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the world economy, which in turn could adversely affect the Fund's investments.
Conflicts of Interest Risk
The portfolio managers' management of “other accounts” may give rise to potential conflicts of interest in connection with their management of a Fund's investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the 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, the Investment Manager believes that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition,
the Investment Manager 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 abrdn based on the performance of the portfolio held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict could include instances in which securities considered as investments for the Fund also may be appropriate for other investment accounts managed by the Adviser or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, the Investment Manager 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 the Fund from time to time, it is the opinion of the Investment Manager that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Trust 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.
From time to time, the Investment Manager may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to clients through one or more product structures. Such accounts also may serve the purpose of establishing a performance record for the strategy. The management by the Investment Manager of accounts with proprietary interests and nonproprietary client accounts may create an incentive to favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. Investment Manager's proprietary seed accounts may include long-short strategies, and certain client strategies may permit short sales. A conflict of interest arises if a security is sold short at the same time as a long position, and continuous short selling in a security may adversely affect the stock price of the same security held long in client accounts. The Investment Manager has adopted various policies to mitigate these conflicts.
In addition, the 1940 Act limits the Fund's ability to enter into certain transactions with certain affiliates of the Investment Manager. As a result of these restrictions, the Fund may be prohibited from buying or selling any security directly from or to any portfolio company of a
fund managed by the Investment Manager or one of its affiliates. Nonetheless, the Fund may under certain circumstances purchase any such portfolio company's loans or securities in the secondary market, which could create a conflict for the Investment Manager between the interests of the Fund and the portfolio company, in that the ability of the Investment Manager to recommend actions in the best interest of the Fund might be impaired. The 1940 Act also prohibits certain “joint” transactions with certain of the Fund's affiliates (which could include other abrdn-managed Funds), which could be deemed to include certain types of investments, or restructuring of investments, in the same portfolio company (whether at the same or different times). These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund. The Board has approved policies and procedures reasonably designed to monitor potential conflicts of interest. The Board will review these procedures and any conflicts that may arise. The Investment Manager or its respective members, officers, directors, employees, principals or affiliates may come into possession of material, non-public information. The possession of such information may limit the ability of the Fund to buy or sell a security or otherwise to participate in an investment opportunity. Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by Investment Manager for other clients, and the Investment Manager will not employ information barriers with regard to its operations on behalf of its registered and private funds, or other accounts. In certain circumstances, employees of the Investment Manager may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict the Fund's ability to trade in the securities of such companies.
Inflation Risk
Inflation risk is the risk that the purchasing power of assets or income from investment will be less in the future as inflation decreases the value of money. To the extent that inflation occurs, it will reduce the real value of dividends paid by the Fund and the Fund’s common stock. Most emerging market countries, in particular, have experienced substantial, and in some periods extremely high and volatile, rates of inflation. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on economies and securities markets globally. In an attempt to control inflation, wage and price controls have been imposed at times in certain countries.
Management Risk
The Fund is subject to management risk because it is an actively managed portfolio. The Fund's successful pursuit of its investment objective depends upon the Investment Manager's ability to find and exploit market inefficiencies with respect to undervalued securities
and identify companies experiencing a change in dividend policy, including the announcement of restructuring initiatives or special dividends. Such situations occur infrequently and sporadically and may be difficult to predict, and may not result in a favorable pricing opportunity that allows the Investment Manager to fulfill the Fund's investment objective. The Investment Manger's security selections and other investment decisions might produce losses or cause the Fund to underperform when compared to other funds with similar investment goals. If one or more key individuals leave the employ of the Investment Manager, the Investment Manager may not be able to hire qualified replacements, or may require an extended time to do so. This could prevent the Fund from achieving its investment objective.
Issuer Risk
The value of an issuer's securities that are held in the Fund's portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
Risks Related to the Fund’s Operations
Country/Regional Focus Risk
Focusing on a single country involves increased currency, political, regulatory and other risks. Market swings in the targeted country will have a greater effect on portfolio performance than they would in a more geographically diversified fund.
India Investing Risk
Political, economic, social and other factors in India may adversely affect the Fund’s performance.
An emerging market such as India has undergone and may continue to undergo rapid change and lack the social, political and economic stability of more developed countries. The value of the Fund’s assets may be adversely affected by political, economic, social and religious factors, changes in Indian law or regulations and the status of India’s relations with other countries. In addition, the economy of India may differ favorably or unfavorably from the U.S. economy in such respects as the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy, which could affect private sector companies and the Fund, market conditions, and prices and yields of securities in the Fund’s portfolio.
Economic growth in India is constrained by inadequate infrastructure, a cumbersome bureaucracy, corruption, labor market rigidities, regulatory and foreign investment controls, the “reservation” of key
products for small-scale industries and high fiscal deficits. There is also the possibility of nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability, sectarian violence or diplomatic developments (including war or terrorist attacks). Religious and border disputes persist in India. The Indian government has confronted separatist movements in several Indian states. Additionally, India has experienced hostilities with neighboring countries, such as Pakistan and China. The longstanding dispute with Pakistan over the Indian states of Jammu and Kashmir remains unresolved.
Changes in economic policies, or lack of movement toward economic liberalization, could negatively affect the general business and economic conditions in India, which could in turn affect the Fund’s investments.
Further, the economies of developing countries such as India generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by the trade policies of the countries with which they trade. The Indian economy also has been and may continue to be adversely affected by economic conditions in the countries with which it trades.
There are over 20 recognized stock exchanges in India. The securities market in India is substantially smaller, less liquid and significantly more volatile than the securities market in the United States. The relatively small market capitalizations of, and trading values on, Indian stock exchanges may cause the Fund’s investments in securities listed on these exchanges to be comparatively less liquid and subject to greater price volatility than comparable U.S. investments. The limited liquidity of the Indian securities markets may also affect the Fund’s ability to acquire or dispose of securities at the price and time that it desires.
A high proportion of the shares of many Indian issuers are held by a limited number of persons, which may limit the number of shares available for investment by the Fund. In addition, further issuances, or the perception that such issuances may occur, of securities by Indian issuers in which the Fund has invested could dilute the earnings per share of the Fund’s investment and could adversely affect the market price of such securities. Sales of securities by such issuer’s major stockholders, or the perception that such sales may occur, may also significantly and adversely affect the market price of such securities and, in turn, the Fund’s investment. A limited number of issuers represent a disproportionately large percentage of market capitalization and trading value.
Indian stock exchanges have in the past experienced substantial fluctuations in the prices of their listed securities. They have also experienced problems such as temporary exchange closures, broker defaults, settlement delays, broker strikes, and restrictions on trading certain securities that, if they occur again in the future, could affect
the market price and liquidity of the Indian securities in which the Fund invests.
The foregoing factors could impede the ability of the Fund to effect portfolio transactions on a timely basis and could have an adverse effect on the net asset value of the Fund’s shares of common stock and the price at which those shares trade.
In addition, the stock market in India is volatile. Indian stocks, like those in other emerging markets, have a history of extreme volatility with sharp advances and rapid declines, which can be sudden and unpredictable. In addition to their smaller size, lesser liquidity and greater volatility, Indian securities markets are less developed than U.S. securities markets. Disclosure and regulatory standards are in many respects less stringent than U.S. standards. Issuers in India are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers.
There is substantially less publicly available information about Indian issuers than there is about U.S. issuers.
There is less regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants than in the United States. Moreover, issuers of securities in India are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, stockholder proxy requirements and the timely disclosure of information.
Legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities and stockholders’ rights may differ from those that may apply in other jurisdictions. Stockholders’ rights under Indian law may not be as extensive as those that exist under the laws of the United States. The Fund may therefore have more difficulty asserting its rights as a stockholder of an Indian company in which it invests than it would as a stockholder of a comparable American company. The Fund may also have difficulty enforcing foreign judgments against Indian companies or their management.
The Fund will invest in India as a sub-account of the Investment Manager, which is registered as a foreign institutional investor (“FII”) with the Securities and Exchange Board of India (“SEBI”). There are limits on to the total investments permitted to be made by the Investment Manager in the Indian markets and on the amount of equity and debt securities the Investment Manager may hold of a particular Indian company, in addition to limits on the ability to invest in certain industries, on behalf of all of the sub-accounts for which it is investing, and by each individual sub-account, subject to certain exceptions.
There can be no assurance that the Investment Manager will continue to qualify as an FII or that the Indian regulatory authorities will continue to grant such qualifications, and the loss of such qualifications could adversely impact the ability of the Fund to make and dispose of investments in India. The registration of the Fund as a sub-account is co-terminus with the Investment Manager's registration as an FII. Any cancellation of such FII registration will result in the cancellation of the sub-account registration. If the sub-account registration of the Fund is cancelled, the Fund will not be permitted to trade in the Indian securities markets any further, and will be required to sell its holdings in the Indian securities markets within a specified time. Such unintended sale of holdings of Indian securities by the Fund may adversely impact the value of the Fund's assets and thereby the Fund's shareholders. If the FII's status is lost, the Fund may, subject to the compliances, register itself as a sub-account of another FII.
The due diligence that the Fund can conduct may be limited by Indian regulations that restrict the ability to conduct inside due diligence on listed companies. Indian insider trading regulations prohibit any dealings in securities on the basis of unpublished price sensitive information. This restriction will impact the ability of the Investment Manager to receive and analyze such information, which could adversely affect the quality and effectiveness of the due diligence. In addition, any dealings on the basis of unpublished price sensitive information may expose the recipient to insider trading charges.
The ability of the Fund to invest in Indian securities, exchange Indian rupees into U.S. dollars (see “Foreign Currency Risk” below) and repatriate investment income, capital and proceeds of sales realized from its investments in Indian securities is subject to the Indian Foreign Exchange Management Act, 1999 and the rules, regulations and notifications issued thereunder.
Under certain circumstances, such as a change in law or regulation or loss of FII authorization, governmental regulation or approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors may be required. In addition, there can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to FIIs in such a way that may adversely affect the ability of the Fund to repatriate its income and capital. If for any reason the Fund is unable, through borrowing or otherwise, to distribute an amount equal to substantially all of its investment company taxable income (as defined for U.S. tax purposes, without regard to the deduction for dividends paid) within the applicable time periods, the Fund would cease to qualify for the favorable tax treatment afforded to regulated investment companies under the Internal Revenue Code.
The Fund’s estimated annual operating expenses may be higher than those of most other investment companies that invest predominately in the securities of U.S. companies, primarily because of the additional time and expense required of the Investment Manager in pursuing the Fund’s objective of long-term capital appreciation through investing in equity securities of Indian companies. Investments in Indian equity securities require additional time and expense because the available public information regarding such securities is more limited in comparison to, and not as comprehensive as, the information available for U.S. equity securities. In addition, brokerage commissions, custodial fees and other fees are generally higher for investments in foreign securities markets. As a result of these higher expected operating expenses, the Fund needs to generate higher relative returns to provide investors with an equivalent economic return.
Investments in Other Investment Companies
Indirect foreign investment in the securities of companies listed and traded on the stock exchanges in India may be permitted through investment funds that have been specially authorized. The Fund may invest in these investment funds subject to the provisions of and rules under the 1940 Act. If the Fund invests in investment funds, the Fund’s stockholders will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the Investment Manager), but also will indirectly bear the expenses of the underlying investment funds.
Foreign Currency Risk
Foreign currency fluctuations could adversely affect the Fund’s performance.
The Fund’s assets will be invested principally in securities of Indian issuers and substantially all of the income received by the Fund will be in Indian rupees. However, the Fund will compute and distribute its income in U.S. dollars, and the computation of income will be made on the date that the income is earned by the Fund at the foreign exchange rate on that date. Therefore, if the value of the Indian rupee falls relative to the U.S. dollar between the earning of the income and the time at which the Fund converts the Indian rupees to U.S. dollars, the Fund may be required to liquidate securities in order to make distributions if the Fund has insufficient cash in U.S. dollars to meet distribution requirements. The liquidation of investments, if required, may have an adverse impact on the Fund’s performance.
Furthermore, the Fund may incur costs in connection with conversions between U.S. dollars and Indian rupees. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire
immediately to resell that currency to the dealer. The Fund will conduct its foreign currency exchange transactions either at the spot rate prevailing in the foreign currency exchange market or through entering into forward, futures or options contracts to purchase or sell foreign currencies, if available.
Small and Mid-Cap Company Risk
Investments in unseasoned and small and mid-capitalization Indian companies may expose the Fund to greater investment risk.
While the Fund invests a substantial portion of its assets in the securities of established Indian companies, it also may invest in the securities of less seasoned and smaller and mid-capitalization Indian companies. Investments in the securities of these companies may present greater opportunities for growth but also involve greater risks than are customarily associated with investments in securities of more established and larger capitalized companies. The securities of less seasoned and smaller capitalized companies are often traded in the over-the-counter market and have fewer market makers and wider price spreads, which may in turn result in more abrupt and erratic market price movements and make the Fund’s investments more vulnerable to adverse general market or economic developments than would investments only in large, more established Indian companies.
The Fund has not established any minimum capitalization or length of operating history for the smaller, less seasoned issuers in whose securities it may invest.
Illiquid Securities Risk
The Fund’s investments in illiquid securities may restrict its ability to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books.
The Fund may invest up to 20% of its total assets in illiquid securities. Illiquid securities are securities that are not readily marketable. The prices of such securities may change abruptly and erratically, and investment of the Fund’s assets in illiquid securities may restrict the ability of the Fund to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books, as well as restrict its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute in situations in which the Fund’s operations require cash, such as when the Fund repurchases shares or pays dividends or distributions, and could result in the Fund borrowing to meet short- term cash requirements or incurring capital losses on the sale of illiquid investments. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded.
Sector Risk
To the extent that the Fund has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.
Financials Sector Risk. To the extent that the financials sector continues to represent a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend to a greater extent on, factors impacting this sector. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, decreased liquidity in credit markets, and bank failures. The impact of more stringent capital requirements, recent or future failure of any individual financial company, or recent or future regulation of the financials sector as a whole cannot be predicted. In recent years, cyber attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses.
Market Discount Risk
Shares of closed-end investment companies frequently trade at a discount from NAV. Continued development of alternative vehicles for investing in essential asset companies may contribute to reducing or eliminating any premium or may result in the Fund's common shares trading at a discount. The risk that the Fund's common shares may trade at a discount is separate from the risk of a decline in the Fund's NAV as a result of investment activities. Whether shareholders will realize a gain or loss for federal income tax purposes upon the sale of their common shares depends upon whether the market value of the common shares at the time of sale is above or below the shareholder's basis in such common shares, taking into account transaction costs, and it is not directly dependent upon the Fund's NAV. Because the market price of the Fund's common shares will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond the Fund's control, the Fund cannot predict whether its common shares will trade at, below or above the NAV, or at, below or above the public offering price for the Fund's common shares.
Non-Diversified Status
The Fund is classified as a “non-diversified” management investment company under the 1940 Act. This means that the Fund is not subject to limits under the 1940 Act as to the proportion of its assets that may be invested in the securities of a single issuer. As a non-diversified investment company, the Fund may therefore invest its assets in securities of a smaller number of issuers, and, as a result, would be subject to greater risk with respect to its portfolio securities than would a fund with a diversified investment portfolio. Although the
Fund must comply with certain diversification requirements in order to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), the Fund may be more susceptible to any single economic, political or regulatory occurrence than would be the case if it had elected to diversify its holdings sufficiently to be classified as a “diversified” management investment company under the 1940 Act. The Fund, however, intends to comply with the diversification requirements imposed by the Code for qualification as a regulated investment company.
High Yield Securi ties Risk
To the extent that the Fund invests in high yield/high risk and unrated debt, it may adversely affect the Fund’s performance.
Investments in high-yield bonds are speculative and issuers of these securities are generally considered to be less financially secure and less able to repay interest and principal than issuers of investment-grade securities. Prices of high-yield bonds tend to be very volatile. These securities are less liquid than investment-grade debt securities and may be difficult to price or sell, particularly in times of negative sentiment toward high-yield securities. The Fund's investments in lower rated securities may involve the following specific risks: greater risk of loss due to default because of the increased likelihood that adverse economic or company specific events will make the issuer unable to pay interest and/or principal when due; wider price fluctuations due to changing interest rates and/or adverse economic and business developments; and greater risk of loss due to declining credit quality.
Leverage Risk
The extent to which the Fund utilizes leverage to hedge against financial risks may increase its expenses and adversely affect the Fund’s performance.
Although the Fund does not presently do so, the Fund may utilize leverage by borrowing or by issuing preferred stock or short-term debt securities in an amount up to 25% of the Fund’s total assets. Leverage by the Fund creates an opportunity for increased return but, at the same time, creates special risks. For example, leverage may exaggerate changes in the NAV of the common stock and in the return on the Fund’s portfolio. Although the principal of any leverage will be fixed, the Fund’s assets may change in value during the time the leverage is outstanding. Leverage will create expenses for the Fund that can, during any period, exceed the income from the assets acquired with the proceeds of the leverage. All expenses associated with leverage would be borne by common stockholders. Furthermore, an increase in interest rates could reduce or eliminate the benefits of leverage and could reduce the value of the Fund’s securities. The Fund may also borrow by entering into reverse repurchase agreements,
which will subject the Fund to additional market risk as well as credit risks with respect to the buyer of the securities under the agreement.
Anti-Takeover Charter Provisions
The Fund’s charter and amended and restated by-laws and Maryland law contain certain anti-takeover provisions that, among other things, may have the effect of inhibiting the Fund’s possible conversion to open-end status and delaying or limiting the ability of other persons to acquire control of the Fund. In certain circumstances, these provisions might also inhibit the ability of holders of common stock to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. The Fund’s Board of Directors has determined that these provisions are in the best interests of the Fund and its stockholders.
Private Placements, Other Restricted Securities and IPOs Risk
The Fund is permitted to invest in privately held companies and companies that only recently began to trade publicly. Restricted securities that are determined to be illiquid may not exceed the Fund’s limit on investments in illiquid securities.
Private placement and other restricted securities include securities that have been privately placed and are not registered under the Securities Act of 1933 (“1933 Act”), such as unregistered securities eligible for resale without registration pursuant to Rule 144A (“Rule 144A Securities”) and privately placed securities of U.S. and non-U.S. issuers offered outside of the U.S. without registration with the U.S. Securities and Exchange Commission pursuant to Regulation S (“Regulation S Securities”). Since the offering is not registered with the SEC, investors in a private placement have less protection under the federal securities laws against improper practices than investors in registered securities.
Private placement securities typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act)), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration. Rule 144A Securities and Regulation S Securities may be freely traded among certain qualified institutional investors, such as the Funds, but their resale in the U.S. is permitted only in limited circumstances.
Private placements typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when it may be
advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing the Fund’s net asset value due to the absence of a trading market.
Private placements and restricted securities may be considered illiquid securities, which could have the effect of increasing the level of the Fund’s illiquidity. Additionally, a restricted security that was liquid at the time of purchase may subsequently become illiquid.
Many private placement securities are issued by companies that are not required to file periodic financial reports, leading to challenges in evaluating the company’s overall business prospects and gauging how the investment is likely to perform over time. The more limited financial information and lack of publicly available prices likely require the Fund to determine a fair value for such investments. The fair valuation process involves a significant amount of judgment and the fair value prices determined for the Fund could differ from those of other market participants because there is less reliable objective data available
An initial public offering ("IPO"), which marks the debut of a company’s stock on a public stock exchange, results in greater available financing for the company and more information available to evaluate the company’s investment prospects. Investments in a company before its IPO may occur when there is generally little publicly available information at the time of the Fund’s investment. As such, the Investment Manager’s ability to evaluate a pre-IPO company will be limited. There can be no assurance that the information that the Investment Manager does obtain with respect to any investment is reliable. Pre-IPO companies may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger business, which tend to render such pre-IPO companies more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Pre-IPO companies are more likely to depend on the efforts of a single individual or small group of individuals and the death, disability, resignation, or termination of one of those individuals could significantly impact the Fund’s investment. The inability of one of these portfolio companies to complete an IPO within its anticipated timeframe may negatively impact the value of the Fund’s investment.
In addition, companies that only recently began to publicly trade tend to have limited products and customers, may not be fully prepared for the additional oversight and regulation that results, and do not have a trading history to assess how the stock has behaved during various market cycles.
Foreign Custody
The Fund’s custodian generally holds the Fund’s non-U.S. securities and cash in non-U.S. bank sub-custodians and securities depositories. Regulatory oversight of non-U.S. banks and securities depositories may differ from that in the U.S. Additionally, laws applicable to non-U.S. banks and securities depositories may limit the Fund’s ability to recover its assets in the event the non-U.S. bank, securities depository or issuer of a security held by the Fund goes bankrupt.
Convertible Securities Risk
Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. As with all debt securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock in varying degrees. Depending on the relationship of such market price to the conversion price in the terms of the convertible security, convertible securities are also subject to the same types of market and issuer risks that may negatively affect the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stock in an issuer’s capital structure and consequently entail less risk than the issuer’s common stock. A convertible debt security is not counted as an equity security for purposes of the Fund’s 80% policy.
Depositary Receipts
Depositary receipts are typically issued by a bank or trust company and represent the ownership of underlying securities that are issued by a foreign company and held by the bank or trust company. American Depositary Receipts (“ADRs”) are usually issued by a U.S. bank trust or trust company and traded on a U.S. exchange. Depositary receipts may or may not be jointly sponsored by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Certain depositary receipts are not listed on an exchange and therefore may be considered to be illiquid securities. In addition, the issuers of depositary receipts may discontinue issuing new depositary receipts and withdraw existing depositary receipts at any time, which may result in costs and delays in the distribution of the underlying assets to the Fund and may negatively impact the Fund’s performance.
Valuation Risk
The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed to it by the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment.
Pricing services that value fixed-income securities generally utilize a range of market-based and security-specific inputs and assumptions, as well as considerations about general market conditions, to establish a price. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size and the strategies employed by the Investment Manager generally trade in round lot sizes. In certain circumstances, fixed income securities may be held or transactions may be conducted in smaller, odd lot sizes. Odd lots may trade at lower or, occasionally, higher prices than institutional round lots. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
In addition, since foreign exchanges may be open on days when the Fund does not price its shares, the value of the securities in the Fund’s portfolio may change on days when shareholders are not be able to purchase or sell the Fund’s shares on the NYSE.
Cybersecurity Risk
Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Investment Manager and/or its service providers (including, but not limited to, Fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or lose operational functionality. Furthermore, the Fund may be an appealing target for cybersecurity threats such as hackers and malware.
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Annual Dividend Payment |
[1] |
$ (1.64)
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$ (3.19)
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$ (3.21)
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$ (1.95)
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$ (2.33)
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Lowest Price or Bid |
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14.48
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Highest Price or Bid |
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18.4
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Lowest Price or Bid, NAV |
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15.15
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Highest Price or Bid, NAV |
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$ 17.87
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Highest Price or Bid, Premium (Discount) to NAV [Percent] |
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7.05%
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Lowest Price or Bid, Premium (Discount) to NAV [Percent] |
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(6.96%)
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Share Price |
[1] |
$ 18.29
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14.81
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21.1
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19.96
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20.13
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NAV Per Share |
[1] |
$ 17.87
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$ 16.29
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$ 23.47
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$ 22.99
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$ 22.6
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$ 23.84
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Latest Premium (Discount) to NAV [Percent] |
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2.35%
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(9.09%)
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Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
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Capital Stock [Table Text Block] |
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5. Capital
The authorized capital of the Fund is 100 million shares of $0.001 par value per share of common stock. As of December 31, 2023, there were 30,719,538 shares of common stock issued and outstanding.
The following table shows the shares issued by the Fund as a part of a quarterly distribution to shareholders during the year ended December 31, 2023.
Payment Date |
Shares Issued |
March 31, 2023 |
397,865 |
June 30, 2023 |
338,014 |
September 30, 2023 |
347,852 |
December 31, 2023 |
329,656 |
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Outstanding Security, Title [Text Block] |
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common stock
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Outstanding Security, Authorized [Shares] |
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100,000,000
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Outstanding Security, Not Held [Shares] |
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30,719,538
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General Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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General
The Fund is a non-diversified, closed-end investment company designed primarily as a long-term investment and not as a trading tool. An investment in the Fund’s Shares may be speculative and involves a high degree of risk. The Fund should not be considered a complete investment program. Due to the uncertainty in all investments, there can be no assurance that the Fund will achieve its investment objective.
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Equity Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Equity Risk
The value of equity securities, including common stock, preferred stock and convertible stock, will fluctuate in response to factors affecting the particular company, as well as broader market and economic conditions. Moreover, in the event of the company’s bankruptcy, claims of certain creditors, including bondholders, will have priority over claims of common stock holders and are likely to have varying types of priority over holders of preferred and convertible stock.
As an investment company that holds primarily common stocks, the Fund’s portfolio is subject to the possibility that common stock prices will decline over short or even extended periods. The Fund may remain substantially fully invested during periods when stock prices generally rise and also during periods when they generally decline. Moreover, as a holder of common stock, the Fund’s rights to the assets of the companies in which it invests will be subordinated to such companies’ holders of preferred stock and debt in the event of a bankruptcy, liquidation or similar proceeding. Accordingly, if such an event were to occur to such a company in which the Fund invests, the Fund would be entitled to such a company’s assets only after such company’s preferred stockholders and debt holders have been paid. Risks are inherent in investments in equities, and Fund stockholders should be able to tolerate significant fluctuations in the value of their investment in the Fund.
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Fixed Income Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Fixed Income Risk
The Fund may invest up to 20% of its assets in debt securities whose value will tend to decrease as interest rates rise. Generally, the Fund’s fixed income securities will decrease in value if interest rates rise and vice versa. The Fund may be subject to a greater risk of rising interest rates due to the current interest rate environment and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives.
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Investment And Market Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Investment and Market Risk
Deteriorating market conditions might cause a general weakness in the market that reduces the prices of securities in that market. Developments in the stock market could also adversely affect the Fund by reducing the relative attractiveness of stocks as an investment. Also, to the extent that the Fund emphasizes stocks from any given industry, it could be hurt if that industry does not do well.
Additionally, the Fund could lose value if the individual stocks in which it maintains long positions and/or the overall stock markets on which the stocks trade decline in price. Stocks and stock markets may experience short-term volatility (price fluctuation) as well as extended periods of price decline or increase. Individual stocks are affected by many factors, including:
• |
market trends, including investor demand for a particular type of stock, such as growth or value stocks, small or large stocks, or stocks within a particular |
Stock markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, national and world social and political events, and the fluctuation of other stock market around the world.
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Market Events Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Market Events Risk
The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, investor sentiment and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, terrorism, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund's investments may be negatively affected. In addition, any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the world economy, which in turn could adversely affect the Fund's investments.
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Conflicts Of Interest Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Conflicts of Interest Risk
The portfolio managers' management of “other accounts” may give rise to potential conflicts of interest in connection with their management of a Fund's investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the 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, the Investment Manager believes that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition,
the Investment Manager 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 abrdn based on the performance of the portfolio held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict could include instances in which securities considered as investments for the Fund also may be appropriate for other investment accounts managed by the Adviser or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, the Investment Manager 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 the Fund from time to time, it is the opinion of the Investment Manager that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Trust 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.
From time to time, the Investment Manager may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to clients through one or more product structures. Such accounts also may serve the purpose of establishing a performance record for the strategy. The management by the Investment Manager of accounts with proprietary interests and nonproprietary client accounts may create an incentive to favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. Investment Manager's proprietary seed accounts may include long-short strategies, and certain client strategies may permit short sales. A conflict of interest arises if a security is sold short at the same time as a long position, and continuous short selling in a security may adversely affect the stock price of the same security held long in client accounts. The Investment Manager has adopted various policies to mitigate these conflicts.
In addition, the 1940 Act limits the Fund's ability to enter into certain transactions with certain affiliates of the Investment Manager. As a result of these restrictions, the Fund may be prohibited from buying or selling any security directly from or to any portfolio company of a
fund managed by the Investment Manager or one of its affiliates. Nonetheless, the Fund may under certain circumstances purchase any such portfolio company's loans or securities in the secondary market, which could create a conflict for the Investment Manager between the interests of the Fund and the portfolio company, in that the ability of the Investment Manager to recommend actions in the best interest of the Fund might be impaired. The 1940 Act also prohibits certain “joint” transactions with certain of the Fund's affiliates (which could include other abrdn-managed Funds), which could be deemed to include certain types of investments, or restructuring of investments, in the same portfolio company (whether at the same or different times). These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund. The Board has approved policies and procedures reasonably designed to monitor potential conflicts of interest. The Board will review these procedures and any conflicts that may arise. The Investment Manager or its respective members, officers, directors, employees, principals or affiliates may come into possession of material, non-public information. The possession of such information may limit the ability of the Fund to buy or sell a security or otherwise to participate in an investment opportunity. Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by Investment Manager for other clients, and the Investment Manager will not employ information barriers with regard to its operations on behalf of its registered and private funds, or other accounts. In certain circumstances, employees of the Investment Manager may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict the Fund's ability to trade in the securities of such companies.
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Inflation Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Inflation Risk
Inflation risk is the risk that the purchasing power of assets or income from investment will be less in the future as inflation decreases the value of money. To the extent that inflation occurs, it will reduce the real value of dividends paid by the Fund and the Fund’s common stock. Most emerging market countries, in particular, have experienced substantial, and in some periods extremely high and volatile, rates of inflation. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on economies and securities markets globally. In an attempt to control inflation, wage and price controls have been imposed at times in certain countries.
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Management Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Management Risk
The Fund is subject to management risk because it is an actively managed portfolio. The Fund's successful pursuit of its investment objective depends upon the Investment Manager's ability to find and exploit market inefficiencies with respect to undervalued securities
and identify companies experiencing a change in dividend policy, including the announcement of restructuring initiatives or special dividends. Such situations occur infrequently and sporadically and may be difficult to predict, and may not result in a favorable pricing opportunity that allows the Investment Manager to fulfill the Fund's investment objective. The Investment Manger's security selections and other investment decisions might produce losses or cause the Fund to underperform when compared to other funds with similar investment goals. If one or more key individuals leave the employ of the Investment Manager, the Investment Manager may not be able to hire qualified replacements, or may require an extended time to do so. This could prevent the Fund from achieving its investment objective.
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Issuer Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Issuer Risk
The value of an issuer's securities that are held in the Fund's portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
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Country Or Regional Focus Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Country/Regional Focus Risk
Focusing on a single country involves increased currency, political, regulatory and other risks. Market swings in the targeted country will have a greater effect on portfolio performance than they would in a more geographically diversified fund.
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India Investing Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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India Investing Risk
Political, economic, social and other factors in India may adversely affect the Fund’s performance.
An emerging market such as India has undergone and may continue to undergo rapid change and lack the social, political and economic stability of more developed countries. The value of the Fund’s assets may be adversely affected by political, economic, social and religious factors, changes in Indian law or regulations and the status of India’s relations with other countries. In addition, the economy of India may differ favorably or unfavorably from the U.S. economy in such respects as the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and the number of public sector enterprises in India is substantial. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy, which could affect private sector companies and the Fund, market conditions, and prices and yields of securities in the Fund’s portfolio.
Economic growth in India is constrained by inadequate infrastructure, a cumbersome bureaucracy, corruption, labor market rigidities, regulatory and foreign investment controls, the “reservation” of key
products for small-scale industries and high fiscal deficits. There is also the possibility of nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability, sectarian violence or diplomatic developments (including war or terrorist attacks). Religious and border disputes persist in India. The Indian government has confronted separatist movements in several Indian states. Additionally, India has experienced hostilities with neighboring countries, such as Pakistan and China. The longstanding dispute with Pakistan over the Indian states of Jammu and Kashmir remains unresolved.
Changes in economic policies, or lack of movement toward economic liberalization, could negatively affect the general business and economic conditions in India, which could in turn affect the Fund’s investments.
Further, the economies of developing countries such as India generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by the trade policies of the countries with which they trade. The Indian economy also has been and may continue to be adversely affected by economic conditions in the countries with which it trades.
There are over 20 recognized stock exchanges in India. The securities market in India is substantially smaller, less liquid and significantly more volatile than the securities market in the United States. The relatively small market capitalizations of, and trading values on, Indian stock exchanges may cause the Fund’s investments in securities listed on these exchanges to be comparatively less liquid and subject to greater price volatility than comparable U.S. investments. The limited liquidity of the Indian securities markets may also affect the Fund’s ability to acquire or dispose of securities at the price and time that it desires.
A high proportion of the shares of many Indian issuers are held by a limited number of persons, which may limit the number of shares available for investment by the Fund. In addition, further issuances, or the perception that such issuances may occur, of securities by Indian issuers in which the Fund has invested could dilute the earnings per share of the Fund’s investment and could adversely affect the market price of such securities. Sales of securities by such issuer’s major stockholders, or the perception that such sales may occur, may also significantly and adversely affect the market price of such securities and, in turn, the Fund’s investment. A limited number of issuers represent a disproportionately large percentage of market capitalization and trading value.
Indian stock exchanges have in the past experienced substantial fluctuations in the prices of their listed securities. They have also experienced problems such as temporary exchange closures, broker defaults, settlement delays, broker strikes, and restrictions on trading certain securities that, if they occur again in the future, could affect
the market price and liquidity of the Indian securities in which the Fund invests.
The foregoing factors could impede the ability of the Fund to effect portfolio transactions on a timely basis and could have an adverse effect on the net asset value of the Fund’s shares of common stock and the price at which those shares trade.
In addition, the stock market in India is volatile. Indian stocks, like those in other emerging markets, have a history of extreme volatility with sharp advances and rapid declines, which can be sudden and unpredictable. In addition to their smaller size, lesser liquidity and greater volatility, Indian securities markets are less developed than U.S. securities markets. Disclosure and regulatory standards are in many respects less stringent than U.S. standards. Issuers in India are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers.
There is substantially less publicly available information about Indian issuers than there is about U.S. issuers.
There is less regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants than in the United States. Moreover, issuers of securities in India are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, stockholder proxy requirements and the timely disclosure of information.
Legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities and stockholders’ rights may differ from those that may apply in other jurisdictions. Stockholders’ rights under Indian law may not be as extensive as those that exist under the laws of the United States. The Fund may therefore have more difficulty asserting its rights as a stockholder of an Indian company in which it invests than it would as a stockholder of a comparable American company. The Fund may also have difficulty enforcing foreign judgments against Indian companies or their management.
The Fund will invest in India as a sub-account of the Investment Manager, which is registered as a foreign institutional investor (“FII”) with the Securities and Exchange Board of India (“SEBI”). There are limits on to the total investments permitted to be made by the Investment Manager in the Indian markets and on the amount of equity and debt securities the Investment Manager may hold of a particular Indian company, in addition to limits on the ability to invest in certain industries, on behalf of all of the sub-accounts for which it is investing, and by each individual sub-account, subject to certain exceptions.
There can be no assurance that the Investment Manager will continue to qualify as an FII or that the Indian regulatory authorities will continue to grant such qualifications, and the loss of such qualifications could adversely impact the ability of the Fund to make and dispose of investments in India. The registration of the Fund as a sub-account is co-terminus with the Investment Manager's registration as an FII. Any cancellation of such FII registration will result in the cancellation of the sub-account registration. If the sub-account registration of the Fund is cancelled, the Fund will not be permitted to trade in the Indian securities markets any further, and will be required to sell its holdings in the Indian securities markets within a specified time. Such unintended sale of holdings of Indian securities by the Fund may adversely impact the value of the Fund's assets and thereby the Fund's shareholders. If the FII's status is lost, the Fund may, subject to the compliances, register itself as a sub-account of another FII.
The due diligence that the Fund can conduct may be limited by Indian regulations that restrict the ability to conduct inside due diligence on listed companies. Indian insider trading regulations prohibit any dealings in securities on the basis of unpublished price sensitive information. This restriction will impact the ability of the Investment Manager to receive and analyze such information, which could adversely affect the quality and effectiveness of the due diligence. In addition, any dealings on the basis of unpublished price sensitive information may expose the recipient to insider trading charges.
The ability of the Fund to invest in Indian securities, exchange Indian rupees into U.S. dollars (see “Foreign Currency Risk” below) and repatriate investment income, capital and proceeds of sales realized from its investments in Indian securities is subject to the Indian Foreign Exchange Management Act, 1999 and the rules, regulations and notifications issued thereunder.
Under certain circumstances, such as a change in law or regulation or loss of FII authorization, governmental regulation or approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors may be required. In addition, there can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to FIIs in such a way that may adversely affect the ability of the Fund to repatriate its income and capital. If for any reason the Fund is unable, through borrowing or otherwise, to distribute an amount equal to substantially all of its investment company taxable income (as defined for U.S. tax purposes, without regard to the deduction for dividends paid) within the applicable time periods, the Fund would cease to qualify for the favorable tax treatment afforded to regulated investment companies under the Internal Revenue Code.
The Fund’s estimated annual operating expenses may be higher than those of most other investment companies that invest predominately in the securities of U.S. companies, primarily because of the additional time and expense required of the Investment Manager in pursuing the Fund’s objective of long-term capital appreciation through investing in equity securities of Indian companies. Investments in Indian equity securities require additional time and expense because the available public information regarding such securities is more limited in comparison to, and not as comprehensive as, the information available for U.S. equity securities. In addition, brokerage commissions, custodial fees and other fees are generally higher for investments in foreign securities markets. As a result of these higher expected operating expenses, the Fund needs to generate higher relative returns to provide investors with an equivalent economic return.
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Investments In Other Investment Companies [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Investments in Other Investment Companies
Indirect foreign investment in the securities of companies listed and traded on the stock exchanges in India may be permitted through investment funds that have been specially authorized. The Fund may invest in these investment funds subject to the provisions of and rules under the 1940 Act. If the Fund invests in investment funds, the Fund’s stockholders will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the Investment Manager), but also will indirectly bear the expenses of the underlying investment funds.
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Foreign Currency Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Foreign Currency Risk
Foreign currency fluctuations could adversely affect the Fund’s performance.
The Fund’s assets will be invested principally in securities of Indian issuers and substantially all of the income received by the Fund will be in Indian rupees. However, the Fund will compute and distribute its income in U.S. dollars, and the computation of income will be made on the date that the income is earned by the Fund at the foreign exchange rate on that date. Therefore, if the value of the Indian rupee falls relative to the U.S. dollar between the earning of the income and the time at which the Fund converts the Indian rupees to U.S. dollars, the Fund may be required to liquidate securities in order to make distributions if the Fund has insufficient cash in U.S. dollars to meet distribution requirements. The liquidation of investments, if required, may have an adverse impact on the Fund’s performance.
Furthermore, the Fund may incur costs in connection with conversions between U.S. dollars and Indian rupees. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire
immediately to resell that currency to the dealer. The Fund will conduct its foreign currency exchange transactions either at the spot rate prevailing in the foreign currency exchange market or through entering into forward, futures or options contracts to purchase or sell foreign currencies, if available.
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Small And Mid Cap Company Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Small and Mid-Cap Company Risk
Investments in unseasoned and small and mid-capitalization Indian companies may expose the Fund to greater investment risk.
While the Fund invests a substantial portion of its assets in the securities of established Indian companies, it also may invest in the securities of less seasoned and smaller and mid-capitalization Indian companies. Investments in the securities of these companies may present greater opportunities for growth but also involve greater risks than are customarily associated with investments in securities of more established and larger capitalized companies. The securities of less seasoned and smaller capitalized companies are often traded in the over-the-counter market and have fewer market makers and wider price spreads, which may in turn result in more abrupt and erratic market price movements and make the Fund’s investments more vulnerable to adverse general market or economic developments than would investments only in large, more established Indian companies.
The Fund has not established any minimum capitalization or length of operating history for the smaller, less seasoned issuers in whose securities it may invest.
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Illiquid Securities Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Illiquid Securities Risk
The Fund’s investments in illiquid securities may restrict its ability to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books.
The Fund may invest up to 20% of its total assets in illiquid securities. Illiquid securities are securities that are not readily marketable. The prices of such securities may change abruptly and erratically, and investment of the Fund’s assets in illiquid securities may restrict the ability of the Fund to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books, as well as restrict its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute in situations in which the Fund’s operations require cash, such as when the Fund repurchases shares or pays dividends or distributions, and could result in the Fund borrowing to meet short- term cash requirements or incurring capital losses on the sale of illiquid investments. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded.
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Sector Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Sector Risk
To the extent that the Fund has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.
Financials Sector Risk. To the extent that the financials sector continues to represent a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend to a greater extent on, factors impacting this sector. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, decreased liquidity in credit markets, and bank failures. The impact of more stringent capital requirements, recent or future failure of any individual financial company, or recent or future regulation of the financials sector as a whole cannot be predicted. In recent years, cyber attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses.
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Market Discount Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Market Discount Risk
Shares of closed-end investment companies frequently trade at a discount from NAV. Continued development of alternative vehicles for investing in essential asset companies may contribute to reducing or eliminating any premium or may result in the Fund's common shares trading at a discount. The risk that the Fund's common shares may trade at a discount is separate from the risk of a decline in the Fund's NAV as a result of investment activities. Whether shareholders will realize a gain or loss for federal income tax purposes upon the sale of their common shares depends upon whether the market value of the common shares at the time of sale is above or below the shareholder's basis in such common shares, taking into account transaction costs, and it is not directly dependent upon the Fund's NAV. Because the market price of the Fund's common shares will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond the Fund's control, the Fund cannot predict whether its common shares will trade at, below or above the NAV, or at, below or above the public offering price for the Fund's common shares.
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Non Diversified Status [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Non-Diversified Status
The Fund is classified as a “non-diversified” management investment company under the 1940 Act. This means that the Fund is not subject to limits under the 1940 Act as to the proportion of its assets that may be invested in the securities of a single issuer. As a non-diversified investment company, the Fund may therefore invest its assets in securities of a smaller number of issuers, and, as a result, would be subject to greater risk with respect to its portfolio securities than would a fund with a diversified investment portfolio. Although the
Fund must comply with certain diversification requirements in order to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), the Fund may be more susceptible to any single economic, political or regulatory occurrence than would be the case if it had elected to diversify its holdings sufficiently to be classified as a “diversified” management investment company under the 1940 Act. The Fund, however, intends to comply with the diversification requirements imposed by the Code for qualification as a regulated investment company.
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High Yield Securities Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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High Yield Securi ties Risk
To the extent that the Fund invests in high yield/high risk and unrated debt, it may adversely affect the Fund’s performance.
Investments in high-yield bonds are speculative and issuers of these securities are generally considered to be less financially secure and less able to repay interest and principal than issuers of investment-grade securities. Prices of high-yield bonds tend to be very volatile. These securities are less liquid than investment-grade debt securities and may be difficult to price or sell, particularly in times of negative sentiment toward high-yield securities. The Fund's investments in lower rated securities may involve the following specific risks: greater risk of loss due to default because of the increased likelihood that adverse economic or company specific events will make the issuer unable to pay interest and/or principal when due; wider price fluctuations due to changing interest rates and/or adverse economic and business developments; and greater risk of loss due to declining credit quality.
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Leverage Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Leverage Risk
The extent to which the Fund utilizes leverage to hedge against financial risks may increase its expenses and adversely affect the Fund’s performance.
Although the Fund does not presently do so, the Fund may utilize leverage by borrowing or by issuing preferred stock or short-term debt securities in an amount up to 25% of the Fund’s total assets. Leverage by the Fund creates an opportunity for increased return but, at the same time, creates special risks. For example, leverage may exaggerate changes in the NAV of the common stock and in the return on the Fund’s portfolio. Although the principal of any leverage will be fixed, the Fund’s assets may change in value during the time the leverage is outstanding. Leverage will create expenses for the Fund that can, during any period, exceed the income from the assets acquired with the proceeds of the leverage. All expenses associated with leverage would be borne by common stockholders. Furthermore, an increase in interest rates could reduce or eliminate the benefits of leverage and could reduce the value of the Fund’s securities. The Fund may also borrow by entering into reverse repurchase agreements,
which will subject the Fund to additional market risk as well as credit risks with respect to the buyer of the securities under the agreement.
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Anti Takeover Charter Provisions [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Anti-Takeover Charter Provisions
The Fund’s charter and amended and restated by-laws and Maryland law contain certain anti-takeover provisions that, among other things, may have the effect of inhibiting the Fund’s possible conversion to open-end status and delaying or limiting the ability of other persons to acquire control of the Fund. In certain circumstances, these provisions might also inhibit the ability of holders of common stock to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. The Fund’s Board of Directors has determined that these provisions are in the best interests of the Fund and its stockholders.
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Private Placements Other Restricted Securities And Initial Public Offerings Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Private Placements, Other Restricted Securities and IPOs Risk
The Fund is permitted to invest in privately held companies and companies that only recently began to trade publicly. Restricted securities that are determined to be illiquid may not exceed the Fund’s limit on investments in illiquid securities.
Private placement and other restricted securities include securities that have been privately placed and are not registered under the Securities Act of 1933 (“1933 Act”), such as unregistered securities eligible for resale without registration pursuant to Rule 144A (“Rule 144A Securities”) and privately placed securities of U.S. and non-U.S. issuers offered outside of the U.S. without registration with the U.S. Securities and Exchange Commission pursuant to Regulation S (“Regulation S Securities”). Since the offering is not registered with the SEC, investors in a private placement have less protection under the federal securities laws against improper practices than investors in registered securities.
Private placement securities typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act)), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration. Rule 144A Securities and Regulation S Securities may be freely traded among certain qualified institutional investors, such as the Funds, but their resale in the U.S. is permitted only in limited circumstances.
Private placements typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when it may be
advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing the Fund’s net asset value due to the absence of a trading market.
Private placements and restricted securities may be considered illiquid securities, which could have the effect of increasing the level of the Fund’s illiquidity. Additionally, a restricted security that was liquid at the time of purchase may subsequently become illiquid.
Many private placement securities are issued by companies that are not required to file periodic financial reports, leading to challenges in evaluating the company’s overall business prospects and gauging how the investment is likely to perform over time. The more limited financial information and lack of publicly available prices likely require the Fund to determine a fair value for such investments. The fair valuation process involves a significant amount of judgment and the fair value prices determined for the Fund could differ from those of other market participants because there is less reliable objective data available
An initial public offering ("IPO"), which marks the debut of a company’s stock on a public stock exchange, results in greater available financing for the company and more information available to evaluate the company’s investment prospects. Investments in a company before its IPO may occur when there is generally little publicly available information at the time of the Fund’s investment. As such, the Investment Manager’s ability to evaluate a pre-IPO company will be limited. There can be no assurance that the information that the Investment Manager does obtain with respect to any investment is reliable. Pre-IPO companies may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger business, which tend to render such pre-IPO companies more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Pre-IPO companies are more likely to depend on the efforts of a single individual or small group of individuals and the death, disability, resignation, or termination of one of those individuals could significantly impact the Fund’s investment. The inability of one of these portfolio companies to complete an IPO within its anticipated timeframe may negatively impact the value of the Fund’s investment.
In addition, companies that only recently began to publicly trade tend to have limited products and customers, may not be fully prepared for the additional oversight and regulation that results, and do not have a trading history to assess how the stock has behaved during various market cycles.
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Foreign Custody [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Foreign Custody
The Fund’s custodian generally holds the Fund’s non-U.S. securities and cash in non-U.S. bank sub-custodians and securities depositories. Regulatory oversight of non-U.S. banks and securities depositories may differ from that in the U.S. Additionally, laws applicable to non-U.S. banks and securities depositories may limit the Fund’s ability to recover its assets in the event the non-U.S. bank, securities depository or issuer of a security held by the Fund goes bankrupt.
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Convertible Securities Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Convertible Securities Risk
Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. As with all debt securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock in varying degrees. Depending on the relationship of such market price to the conversion price in the terms of the convertible security, convertible securities are also subject to the same types of market and issuer risks that may negatively affect the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stock in an issuer’s capital structure and consequently entail less risk than the issuer’s common stock. A convertible debt security is not counted as an equity security for purposes of the Fund’s 80% policy.
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Depositary Receipts [Member] |
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General Description of Registrant [Abstract] |
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Depositary Receipts
Depositary receipts are typically issued by a bank or trust company and represent the ownership of underlying securities that are issued by a foreign company and held by the bank or trust company. American Depositary Receipts (“ADRs”) are usually issued by a U.S. bank trust or trust company and traded on a U.S. exchange. Depositary receipts may or may not be jointly sponsored by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Certain depositary receipts are not listed on an exchange and therefore may be considered to be illiquid securities. In addition, the issuers of depositary receipts may discontinue issuing new depositary receipts and withdraw existing depositary receipts at any time, which may result in costs and delays in the distribution of the underlying assets to the Fund and may negatively impact the Fund’s performance.
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Valuation Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Valuation Risk
The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed to it by the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment.
Pricing services that value fixed-income securities generally utilize a range of market-based and security-specific inputs and assumptions, as well as considerations about general market conditions, to establish a price. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size and the strategies employed by the Investment Manager generally trade in round lot sizes. In certain circumstances, fixed income securities may be held or transactions may be conducted in smaller, odd lot sizes. Odd lots may trade at lower or, occasionally, higher prices than institutional round lots. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
In addition, since foreign exchanges may be open on days when the Fund does not price its shares, the value of the securities in the Fund’s portfolio may change on days when shareholders are not be able to purchase or sell the Fund’s shares on the NYSE.
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Cybersecurity Risk [Member] |
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General Description of Registrant [Abstract] |
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Cybersecurity Risk
Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Investment Manager and/or its service providers (including, but not limited to, Fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or lose operational functionality. Furthermore, the Fund may be an appealing target for cybersecurity threats such as hackers and malware.
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