As filed with the Securities and Exchange Commission on November 15, 2017
Securities Act File No. 333-[ ]
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. o
Post-Effective Amendment No. o
(Check appropriate box or boxes)
Aberdeen Chile Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
1735 Market Street, 32nd Floor
Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
(800) 522-5465
(Registrants Telephone Number, including Area Code)
Lucia Sitar, Esquire
c/o Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor
Philadelphia, Pennsylvania 19103
(Name and Address of Agent for Service of Process)
With Copies to:
Rose F. DiMartino, Esquire
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Securities Being Registered |
|
Proposed |
|
Amount of |
| ||
Common Stock, $0.001 par value per share |
|
$ |
54,403,494 |
|
$ |
7,007.17 |
|
(1) This amount represents shares of common stock previously registered on Form N-2 (Securities Act File No. 333-172627) and being carried forward by this filing as permitted by Rule 415(a)(6) and Rule 457(p) under the Securities Act of 1933.
(2) A filing fee of $7,007.17 was previously paid to the Securities and Exchange Commission in connection with the registration of those shares of common stock. No registration fee is included with this filing as permitted by Rule 457(p).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
ABERDEEN EMERGING MARKETS SMALLER COMPANY OPPORTUNITIES FUND, INC.
ABERDEEN ISRAEL FUND, INC.
ABERDEEN INDONESIA FUND, INC.
ABERDEEN LATIN AMERICA EQUITY FUND, INC.
ABERDEEN SINGAPORE FUND, INC.
ABERDEEN GREATER CHINA FUND, INC.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH [__], 2018
Notice is hereby given that a special meeting of shareholders of each of Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc. ("ABE"), Aberdeen Israel Fund, Inc. ("ISL"), Aberdeen Indonesia Fund, Inc. ("IF"), Aberdeen Latin America Equity Fund, Inc. ("LAQ"), Aberdeen Singapore Fund, Inc. ("SGF") and Aberdeen Greater China Fund, Inc. ("GCH" and collectively with ABE, ISL, IF, LAQ and SGF, the "Target Funds," and each, a "Target Fund") will be held at the offices of Aberdeen Asset Management Inc., 1735 Market St., 32nd Floor, Philadelphia, PA 19103, on March [ ], 2018 at the following times:
|
ABE |
9:00 a.m. Eastern time |
|||||||||
|
LAQ |
10:00 a.m. Eastern time |
|||||||||
|
IF |
11:00 a.m. Eastern time |
|||||||||
|
ISL |
12:00 p.m. Eastern time |
|||||||||
|
SGF |
3:00 p.m. Eastern time |
|||||||||
|
GCH |
4:00 p.m. Eastern time |
The purpose of each special meeting (each, a "Special Meeting," and collectively, the "Special Meetings") is for shareholders of the applicable Target Fund to act on the following proposal and to consider and act upon such other matters as may properly come before the Special Meeting or any adjournments or postponements thereof:
To approve an Agreement and Plan of Reorganization between the Target Fund and Aberdeen Chile Fund, Inc. (the "Acquiring Fund"), pursuant to which the Target Fund would transfer substantially all of its assets to the Acquiring Fund, and the Acquiring Fund would assume all stated liabilities of the Target Fund, in exchange solely for newly issued shares of common stock of the Acquiring Fund, which will be distributed to the shareholders of the Target Fund (although cash may be distributed by the Target Fund in lieu of fractional shares) in the form of a liquidating distribution, and the Target Fund will be terminated and dissolved in accordance with its charter and Maryland law (a "Reorganization").
The Acquiring Fund will be renamed Aberdeen Emerging Markets Equity Income Fund, Inc. upon the consummation of one or more of the proposed Reorganizations and will invest in emerging markets equity securities with an objective of seeking total return.
Shareholders of record as of the close of business on December 18, 2017 are entitled to vote at their Target Fund's Special Meeting or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS OF EACH OF THE TARGET FUNDS (EACH, A "BOARD") REQUESTS THAT YOU VOTE YOUR SHARES BY INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET.
THE BOARD OF EACH TARGET FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE REORGANIZATION OF YOUR TARGET FUND PURSUANT TO YOUR TARGET FUND'S AGREEMENT AND PLAN OF REORGANIZATION AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU MAIL YOUR PROXY CARD OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET PROMPTLY.
For the Boards of Directors of the Target Funds,
/s/ Megan Kennedy |
|||
Megan Kennedy, Vice President and Secretary |
|||
ABERDEEN EMERGING MARKETS SMALLER COMPANY OPPORTUNITIES FUND, INC. |
|||
ABERDEEN ISRAEL FUND, INC. |
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ABERDEEN INDONESIA FUND, INC. |
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ABERDEEN LATIN AMERICA EQUITY FUND, INC. |
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ABERDEEN SINGAPORE FUND, INC. |
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ABERDEEN GREATER CHINA FUND, INC. |
2
[January __, 2018]
IMPORTANT INFORMATION
FOR SHAREHOLDERS OF
ABERDEEN EMERGING MARKETS SMALLER COMPANY OPPORTUNITIES FUND, INC. ("ABE")
ABERDEEN ISRAEL FUND, INC. ("ISL")
ABERDEEN INDONESIA FUND, INC. ("IF")
ABERDEEN LATIN AMERICA EQUITY FUND, INC. ("LAQ")
ABERDEEN SINGAPORE FUND, INC. ("SGF")
ABERDEEN GREATER CHINA FUND, INC. ("GCH")
QUESTIONS & ANSWERS
Although we urge you to read the entire Joint Proxy Statement/Prospectus, we have provided for your convenience a brief overview of some of the important questions concerning the issues to be voted on.
Q: Why is a shareholder meeting being held?
A: You are being asked to vote on the reorganization (each, a "Reorganization" and collectively, the "Reorganizations") of ABE, ISL, IF, LAQ, SGF or GCH, as applicable (each such fund being referred to herein as a "Target Fund") into Aberdeen Chile Fund, Inc. (the "Acquiring Fund," and together with the Target Funds, the "Funds," and each, a "Fund"), pursuant to which the Target Fund would transfer substantially all of its assets to the Acquiring Fund, and the Acquiring Fund would assume all stated liabilities of the Target Fund, in exchange solely for newly issued shares of common stock of the Acquiring Fund, which will be distributed by the Target Fund to the shareholders of the Target Fund (although cash may be distributed in lieu of fractional shares) in the form of a liquidating distribution, and the Target Fund will be terminated and dissolved in accordance with its charter and Maryland law. The Acquiring Fund is an emerging markets equity income fund that seeks total return and is advised by Aberdeen Asset Managers Limited ("AAML" or the "Investment Adviser"). The Asia Tigers Fund, Inc. ("GRR") is also proposed to reorganize into the Acquiring Fund, subject to approval by GRR's shareholders, who will consider the reorganization of GRR pursuant to a separate proxy statement/prospectus. The term "Combined Fund" refers to the Acquiring Fund after the Reorganizations of any of the Target Funds and GRR into the Acquiring Fund.
Shareholders of each Target Fund are being asked to consider the Reorganization of their Target Fund into the Acquiring Fund at a special meeting of shareholders of the Target Fund (each, a "Special Meeting"), as described in the enclosed Joint Proxy Statement/Prospectus.
No Reorganization is contingent upon the approval of any other Reorganization. If any Reorganization is not consummated, then the Target Fund for which such Reorganization was not consummated would continue to exist and operate on a stand-alone basis and the Board of Directors of such Target Fund will consider what action, if any, to take. It is currently anticipated that, if approved by shareholders, all Reorganizations will take place on the same day.
The Acquiring Fund's shareholders are not required to approve the Reorganizations; however, the Acquiring Fund's shareholders met on [January 18, 2018] and approved certain other proposals, including the following proposals required to effect the Reorganizations: an amendment to the Acquiring Fund's Articles of Incorporation to increase the total number of shares of capital stock and the issuance of additional shares of common stock of the Acquiring Fund in connection with the Reorganizations. The Acquiring Fund's shareholders also approved the election of directors, the elimination of a fundamental investment policy, an amendment to a fundamental investment restriction and an amended and restated investment advisory agreement. In addition, the Acquiring Fund's Board of Directors approved certain additional changes to the Acquiring Fund's investment policies, changes to the Acquiring Fund's name (from Aberdeen Chile Fund, Inc. to Aberdeen Emerging Markets Equity Income Fund, Inc.), ticker symbol (from CH to AEF), investment objective and an expense limitation agreement, each of which did not require shareholder approval. The foregoing changes to the Acquiring Fund (collectively, the "Acquiring Fund Changes") will take effect and are contingent upon the closing of one or more of the Reorganizations. Accordingly, the investment objective, investment strategies and policies and investment restrictions of the Acquiring Fund and the Combined Fund described in this Joint Proxy Statement/Prospectus are those that shall be in effect upon the closing of your Target Fund's Reorganization. In the event a Reorganization is consummated, shareholders of the Combined Fund, including former shareholders of the applicable Target Fund, would be subject to the investment objective, investment strategies and policies and investment restrictions of the Acquiring Fund following the Reorganization. See "COMPARISON OF THE FUNDS" in the Joint Proxy
Statement/Prospectus for a comparison of the Combined Fund's and each Target Funds' investment objectives, significant investment strategies and policies and investment risks.
Q: Why are the Reorganizations being recommended?
A: The Funds' shares have tended to trade in recent years at prices that are below their respective net asset values, or at a discount. The investment adviser of each Fund and the Board of each Fund have regularly analyzed options to address the discount at which Fund shares have traded. As a result of those considerations, one or more Funds have taken certain actions, including implementing share buyback programs and managed distributions. Nonetheless, discounts have persisted and, for most of the Funds, institutional investors have accumulated significant holdings. Given the size of these holdings, such Funds are vulnerable to shareholder proposals that could be costly to the Funds, distracting to management and potentially detrimental to certain investors. In light of the changes in the markets and the potential for activism, an affiliate of the investment adviser of each Fund undertook an analysis of available alternatives, ultimately recommending a consolidation of all of the Funds into a single Aberdeen-advised closed-end fund, which would be restructured to have an emerging markets equity income strategy, followed by a post-consolidation tender offer to provide liquidity to shareholders and increase the likelihood of shareholder support for the consolidation. The Boards asked for further analysis supporting this recommendation and other available alternatives, such as a liquidation of a Fund.
After further review and consideration, the Boards were tentatively in favor of pursuing a consolidation followed by a tender offer. Certain Boards were advised that it would be difficult, if not impossible, to obtain the shareholder vote necessary to implement the consolidation without the support of certain large institutional shareholders. The holders of certain Funds subsequently advised that they support a consolidation and that, given the significant change to the strategy of each Fund that would result from the consolidation, it would, in their view, be advisable and appropriate for the Combined Fund to conduct a tender offer in order to provide liquidity to shareholders of the Funds that may not wish to remain invested in a fund with an emerging markets equity income focus. Each Board considered that the tender offer would provide an opportunity for shareholders to sell at least a portion of the shares of the Combined Fund at a price close to net asset value ("NAV").
The Board of each Target Fund anticipates that the Reorganizations will benefit the shareholders of the Target Fund by providing the potential for:
i. excluding the costs of leverage anticipated to be used by the Combined Fund, a lower net operating expense ratio than each of the Funds had prior to the Reorganizations (see "How will the Reorganizations affect the fees and expenses of the Target Funds?" below for additional information);
ii. a dividend yield for the Combined Fund that is expected to be higher than the dividend yield of each of the Funds prior to the Reorganizations, as a result of the income component of the Combined Fund's investment objective and the use of leverage by the Combined Fund;
iii. greater secondary market liquidity for the Combined Fund's shares of common stock ("common shares"), which may result in tighter bid-ask spreads;
iv. potentially better trade execution for the Combined Fund's shareholders when purchasing or selling the Combined Fund's common shares;
v. potentially improved premium/discount levels for the Combined Fund's common shares for a period of time following the Reorganizations;
vi. operating and administrative efficiencies for the Combined Fund, including greater investment flexibility and investment options, greater diversification of portfolio investments, the ability to trade in larger positions and more favorable transaction terms;
vii. benefits from having fewer closed-end funds in the market, including an increased focus by investors on the remaining funds in the market (including the Combined Fund) and additional research coverage; and
viii. benefits from having fewer similar funds in the same fund complex, including a simplified operational model and a reduction in risk of operational, legal and financial errors.
The Board of each Fund further considered the consolidation in detail, including a proposal for certain individuals who currently serve as Board members of one or more of the Target Funds to be added as members of the Board of the Acquiring Fund, subject to election by shareholders, and the range of sizes of a tender offer that would be conducted after the consolidation. The Boards recognized that the size of the tender offer should be
2
limited so that the Combined Fund maintains sufficient assets in order to achieve certain benefits of a consolidation. For example, higher trading volume is generally associated with a larger fund. Nonetheless, the Board of each Fund was of the view that a tender offer of a meaningful size post-consolidation is reasonable and appropriate. In considering the tender offer amount, which will ultimately be determined by the Acquiring Fund's Board, each Board also considered that certain Target Funds will realize capital gains in advance of the Reorganizations on the sale of securities that are not permitted to be transferred in-kind to the Acquiring Fund and that the Combined Fund will realize capital gains in connection with the realignment of its portfolio following the Reorganizations and that the distributions of those gains would shrink the size of the Combined Fund. With these considerations in mind, each of the Funds entered into a Standstill Agreement with City of London Investment Management Company Limited ("CoL"), a large holder of certain Target Funds, which requires the Combined Fund to commence a tender offer for shares of the Combined Fund at 99% of NAV in an amount that, together with capital gains then-accrued by the Combined Fund and to be distributed in 2018, will aggregate up to a maximum distribution of 50%, and not less than 40%, of the net assets of the Combined Fund. The size and final terms of the tender offer will be determined at a later date.
In addition to a requirement to conduct a tender offer on the terms described above, the Standstill Agreement with CoL requires the Combined Fund to establish a targeted discount policy, which will seek to manage the Combined Fund's share trading discount by: (1) committing the Combined Fund to buy back shares in the open market when the Combined Fund's shares trade at a discount of 10% or more to NAV and (2) undertaking a 15% tender offer if the average discount exceeds 11% of NAV over any rolling twelve-month period commencing on the closing of a Reorganization and ending on December 31, 2019, provided that the Combined Fund shall not be required to conduct more than one tender offer during such period. Also, pursuant to the Standstill Agreement, the Combined Fund's expense ratio will be capped at 1.20% (excluding leverage costs, taxes and non-routine/extraordinary expenses) through December 31, 2019, which the Investment Adviser has agreed to extend until two years from the date of the first Reorganization closing.
The Standstill Agreement will remain in effect until the earliest of the "Standstill Period" (which expires on December 31, 2019), such other date mutually agreed by the parties to the Agreement or termination of the Agreement. The Standstill Agreement will terminate if the Acquiring Fund or any Target Fund fails to complete its Reorganization on or before the end of the second calendar quarter of 2018 or the Acquiring Fund fails to complete the tender offer and distribute the proceeds of the tender offer in cash to the participating shareholders on or before the end of the third calendar quarter of 2018, unless the parties agree to extend the time period for such actions.
Under the Standstill Agreement, CoL has agreed to (1) tender all shares of the Combined Fund beneficially owned by it in the tender offer, (2) vote all shares beneficially owned by it in favor of all Combined Fund Director nominees and all proposals submitted at shareholder meetings in 2018 relating to the consolidation and (3) be bound by certain "standstill" covenants through December 31, 2019.
Because the shareholders of each Target Fund will vote separately on that Target Fund's Reorganization, there are multiple potential combinations of Reorganizations. The Investment Adviser believes that the most likely result of the potential combinations of Reorganizations is the combination of all the Funds. To the extent that one or more of the Reorganizations are not completed, but the other Reorganization(s) are completed, any expected expense savings by the Combined Fund, or other potential benefits resulting from the Reorganizations, may be reduced.
If the Reorganization of any Target Fund is not approved, such Target Fund would continue to exist and operate on a stand-alone basis. However, the investment adviser to that Target Fund may, in connection with ongoing management of that Target Fund and its product line, recommend alternative proposals to the Board of that Target Fund, such as liquidation of the Target Fund or a re-solicitation of votes for the Reorganization.
Q: How will the Reorganizations affect the fees and expenses of the Target Funds?
A: In connection with the proposed Reorganizations, the Investment Adviser has contractually agreed to limit the total operating expenses of the Combined Fund (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) from exceeding 1.20% of the average weekly net assets of the Fund on an annualized basis, for a period of two years from the date of the first Reorganization closing.
For the twelve month period ended June 30, 2017, the Net Total Expense Ratios for ABE, ISL, IF, LAQ, SGF and GCH were 1.51%, 1.51%, 1.59%, 1.29%, 1.39% and 1.76%, respectively.
3
(Use of the term "Total Expenses," means a Fund's total annual operating expenses (including leverage costs). Use of the term "Total Expense Ratio," means a Fund's Total Expenses expressed as a percentage of its average net assets attributable to its common shares. Use of the term "Net Total Expense Ratio" means a Fund's Total Expense Ratio after any expense limitations and/or fee waivers or reimbursements are taken into account.)
The Funds estimate that the completion of all of the Reorganizations would result in a Net Total Expense Ratio for the Combined Fund of 1.38% pre-tender offer and 1.46% post-tender offer (assuming a maximum reduction in Combined Fund net assets of 50% as a result of the capital gain distributions and tender offer) on a historical and pro forma basis for the 12-month period ended June 30, 2017. As noted above, these estimates reflect the application of the 1.20% expense limitation and include the estimated costs associated with the Combined Fund's anticipated use of leverage, which are excluded from such expense limitation. However, these estimates do not take into account the increase in assets that would result from the Combined Fund's use of leverage. Excluding the estimated costs associated with the Combined Fund's anticipated use of leverage, the estimated Net Total Expense Ratio of the Combined Fund would be lower than that of each Target Fund. If the Combined Fund's assets were increased to include assets acquired with leverage, the net total expense ratio of the Combined Fund is estimated to be 1.25% pre-tender offer and 1.32% post-tender offer (assuming a maximum reduction in Combined Fund net assets of 50% as a result of the capital gain distributions and tender offer) on a historical and pro forma basis for the 12-month period ended June 30, 2017.
The change in the Net Total Expense Ratio (TER) for the shareholders of each of the Target Funds is shown in the following table, post-tender offer, both including and excluding estimated leverage costs of the Combined Fund:
Net TER for 12 months ended June 30, 2017 (no leverage costs)* |
Estimated Net TER for Combined Fund (excluding leverage costs and after 50% reduction in assets)** |
Difference |
Estimated Net TER for Combined Fund (including leverage costs and after 50% reduction in assets)** |
Difference |
|||||||||||||||||||
ABE |
1.51 |
% |
-0.31 |
% |
-0.05 |
% |
|||||||||||||||||
ISL |
1.51 |
% |
-0.31 |
% |
-0.05 |
% |
|||||||||||||||||
IF |
1.59 |
% |
-0.39 |
% |
-0.13 |
% |
|||||||||||||||||
LAQ |
1.29 |
% |
1.20 |
% |
-0.09 |
% |
1.46 |
% |
0.17 |
% |
|||||||||||||
SGF |
1.39 |
% |
-0.19 |
% |
0.07 |
% |
|||||||||||||||||
GCH |
1.76 |
% |
-0.56 |
% |
-0.30 |
% |
* Each of the Target Funds does not currently use leverage.
** The Investment Adviser has contractually agreed to cap expenses of the Combined Fund to 1.20% (excluding leverage costs, taxes, and non-routine/extraordinary expenses) for two years from the date of the first Reorganization closing.
The Combined Fund's Total Expense Ratio will depend on the combination of the Funds in the proposed Reorganizations and the resulting size of the Combined Fund, and furthermore, there can be no assurance that future expenses will not increase or that any expense savings for any Fund will be realized.
The contractual management fee of the Combined Fund will be at an annual rate of:
• 0.90% of the first $250 million of the Combined Fund's average weekly net assets;
• 0.80% on the next $250 million; and
• 0.75% on amounts above $500 million.
The Funds' management fees may be calculated slightly differently from one another and the Combined Fund (for example, on the basis of average weekly net assets; average weekly market value or net assets, whichever is lower; or based on "Managed Assets," as defined below). However, the Combined Fund's contractual management fee rate is the same as or lower than the contractual management fee rate of each of ABE, ISL and IF. In addition, it is the same as or lower than the contractual management fee rate of LAQ and GCH at certain asset levels, but higher at other asset levels. The Combined Fund's contractual management fee rate is higher than the contractual management fee rate of SGF at every asset level.
4
The contractual management fee rates payable to the investment adviser of each Target Fund, as well as any existing contractual expense limitation or fee waiver arrangements agreed to by the investment adviser are set forth in the table below.
Target Fund |
Contractual Management Fee Rate and Contractual Expense Limitation or Fee Waiver Arrangements, if any |
||||||
ABE |
• 1.25% of the first $100 million of the Fund's average weekly market value or net assets (whichever is lower); • 1.125% on the next $100 million; and • 1.00% of such assets over $200 million.* * ABE's investment adviser has also agreed to contractually waive 0.05% of its annual management fee in a management fee waiver agreement. Such waiver agreement may not be terminated prior to the end of the current term of ABE's investment advisory agreement without the prior approval of ABE's Board, including a majority of the Directors of ABE who are not "interested persons," as such term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"). |
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ISL |
• 1.30% of the first $50 million of the Fund's average weekly market value or net assets (whichever is lower); • 1.25% of such assets between $50 million and $100 million; • 1.20% of such assets between $100 million and $150 million; • 1.15% of such assets between $150 million and $200 million; and • 1.05% of such assets over $200 million.* * ISL's investment adviser has agreed to contractually waive 0.24% of its annual management fee in a management fee waiver agreement. Such waiver agreement may not be terminated prior to the end of the current term of the advisory agreement without the prior approval of ISL's Board, including a majority of the Directors of ISL who are not "interested persons," as such term is defined in the 1940 Act. |
||||||
IF |
• 1.00% of the first $50 million of the Fund's average weekly net assets; • 0.95% of such assets between $50 million and $100 million; and • 0.90% of such assets over $100 million. |
||||||
LAQ |
• 1.00% of the first $100 million of the Fund's average weekly market value or net assets (whichever is lower); • 0.90% of such assets between $100 million and $150 million; and • 0.80% of such assets over $150 million.* * LAQ's investment adviser has also agreed to contractually waive 0.02% of its annual management fee in a management fee waiver agreement. Such waiver agreement may not be terminated prior to the end of the current term of the advisory agreement without the prior approval of LAQ's Board, including a majority of the Directors of LAQ who are not "interested persons," as such term is defined in the 1940 Act. |
||||||
SGF |
• 0.80% of the first $50 million of the Fund's average weekly Managed Assets1; and • 0.66% of such assets in excess of $50 million. |
||||||
GCH |
• 1.00% of the Fund's average weekly net assets up to $100 million; • 0.90% of the Fund's average weekly net assets between $100 million and $200 million; and • 0.75% of the Fund's average weekly net assets in excess of $200 million.* * Effective January 1, 2017, GCH's investment adviser has also contractually agreed to limit the total ordinary operating expenses of the Fund (excluding any interest, taxes, brokerage fees, short sale dividend and interest expenses and non-routine expenses) from exceeding 2.00% of the average weekly net assets of the Fund on an annualized basis. This agreement will continue in effect through [December 31, 2017], and from year to year thereafter (a "Renewal Term"), unless and until the adviser notifies the Fund, at least thirty (30) days prior to the end of any Renewal Term, of its intention to terminate the agreement for the subsequent Renewal Term. |
1 "Managed Assets" of the Fund means total assets of the Fund, including assets attributable to investment leverage, minus all liabilities, but not excluding any liabilities or obligations attributable to leverage
5
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 not including any collateral received for securities loaned by the Fund.
While the contractual management fee rate of the Combined Fund would be higher than the contractual management fee rate of certain Target Funds at all or certain assets levels, the Combined Fund would still be competitively priced relative to peers and the estimated effective management fee rates pre- and post-tender offer (assuming a maximum reduction in Combined Fund net assets of 50% as a result of the capital gain distributions and tender offer) are below the median and average contractual management fee rate for the Acquiring Fund's peers, according to data prepared by Strategic Insight Mutual Fund Research and Consulting, LLC, a third-party data provider.
The Acquiring Fund has engaged Aberdeen Asset Management Inc. as administrator ("AAMI" or the "Administrator") to which it pays an administration fee at an annual rate of 0.08% of the value of the Fund's average monthly net assets. This is the same rate paid by each of the Target Funds to AAMI as Administrator.
The Combined Fund, and each Target Fund, has engaged AAMI as Investor Relations Agent. Under the terms of an Investor Relations Services Agreement, each Fund owes a portion of the fees related to the Investor Relations Program, which is limited by AAMI to an annual rate of 0.05% of the Fund's average weekly net assets. Amounts in excess of 0.05% are borne by AAMI.
Q: What happens if shareholders of one or more Target Funds do not approve its Reorganization but shareholders of the other Target Funds approve their Reorganizations?
A: An unfavorable vote on a proposed Reorganization by the shareholders of one or more Target Funds will not affect the implementation of the Reorganizations of the other Target Funds if the other Reorganizations are approved by the shareholders of the other Target Funds.
If the Reorganization of any Target Fund is not approved, such Target Fund would continue to exist and operate on a stand-alone basis. However, the investment adviser to that Target Fund may, in connection with the ongoing management of that Target Fund and its product line, recommend alternative proposals for the Target Fund to the Board of that Target Fund, including liquidation or a re-solicitation of votes for the Reorganization.
Q: How similar are the Funds?
A: Each of the Funds is advised by the Investment Adviser or Aberdeen Asset Management Asia Limited ("AAMAL"), each a wholly-owned subsidiary of Aberdeen Asset Management PLC ("Aberdeen PLC"). As of August 14, 2017, Aberdeen PLC became a direct subsidiary of Standard Life plc, which changed its name to Standard Life Aberdeen plc, as a result of a merger of the two companies. AAML, AAMAL and their affiliates are referred to herein as "Aberdeen". Each of the Acquiring Fund, ABE, ISL and LAQ is advised by the Investment Adviser and managed by Aberdeen's Global Emerging Market's ("GEM") team, and each of IF, SGF and GCH is advised by AAMAL and managed by Aberdeen's Asian Equities team, which includes individuals who are also part of the larger GEM team. In rendering investment advisory services to the Acquiring Fund and the Target Funds, AAML and AAMAL may use the resources of subsidiaries owned by Aberdeen PLC. The Aberdeen PLC affiliates have entered into a memorandum of understanding/personnel sharing procedures pursuant to which investment professionals from the Aberdeen PLC affiliates may render portfolio management, research and/or trade services to U.S. clients of AAML or AAMAL.
Like ABE, ISL, IF and LAQ, the Acquiring Fund's common shares are listed on the NYSE American. Shares of SGF and GCH are listed on the New York Stock Exchange. The Combined Fund's common shares will be listed on the NYSE American.
The investment objectives, investment strategies and policies, investment restrictions and investment risks of the Funds have certain similarities and differences, which are described in this Joint Proxy Statement/Prospectus.
6
Each Target Fund's investment objective is a fundamental policy and may not be changed without shareholder approval. The Acquiring Fund's investment objective is not a fundamental policy and may be changed without shareholder approval, but with 60 days' prior notice to shareholders. Each Fund's investment objective is as follows:
Target Fund Objectives |
|||||||
ABE |
The Fund's investment objective is to seek long-term capital appreciation. |
||||||
ISL |
The Fund seeks long-term capital appreciation by investing primarily in equity securities of Israeli companies. |
||||||
IF |
The Fund seeks long-term capital appreciation as a primary objective and income as a secondary objective. |
||||||
LAQ |
The Fund seeks long-term capital appreciation by investing primarily in Latin American equity securities. |
||||||
SGF |
The investment objective of the Fund is long-term capital appreciation which it seeks through investment primarily in Singapore equity securities. |
||||||
GCH |
The investment objective of the Fund is to achieve long-term capital appreciation. |
||||||
Combined Fund Objective |
|||||||
Combined Fund |
The Fund seeks total return through a combination of capital appreciation and income. |
Under normal market conditions, each Fund invests at least 80% of its assets in the investments suggested by its name. Each Fund's 80% policy is as follows:
Target Fund 80% Policies |
|||||||
ABE |
Under normal market conditions, at least 80% of the Fund's net assets, plus any borrowings for investment purposes, will be invested in equity securities of emerging market smaller company issuers. |
||||||
ISL |
The Fund has adopted a policy to invest under normal circumstances, at least 80% of the value of its assets in investments, which are tied economically to Israel, with substantially all of its assets invested in equity securities of Israeli Companies (defined in the "Comparison of Funds" section below). |
||||||
IF |
The Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in Indonesian securities. |
||||||
LAQ |
Under normal market conditions, the Fund will invest substantially all, and at least 80%, of its total assets in Latin American equity securities. |
||||||
SGF |
Under normal circumstances, at least 80% of the Fund's net assets are invested in Singapore equity securities. |
||||||
GCH |
Under normal market conditions, at least 80% of the net assets will be invested in listed equity securities of China companies (defined in the "Comparison of Funds" section below). |
||||||
Combined Fund 80% Policy |
|||||||
Combined Fund |
Under normal market conditions, at least 80% of the Fund's net assets, plus any borrowings for investment purposes, will be invested in emerging markets equity securities. |
See "COMPARISON OF THE FUNDS" in the Joint Proxy Statement/Prospectus for a comparison of the Funds' investment objectives and significant investment strategies and policies and investment risks.
Each Fund is organized as a Maryland corporation and each is a non-diversified, closed-end management investment company registered under the 1940 Act, except that as of April 2017, ABE has operated as a diversified investment company for at least three years meaning that, under Securities and Exchange Commission guidance, ABE can no longer operate as a non-diversified investment company without the approval of shareholders.
Although all of the Funds are subject to Maryland corporate law, they have different Articles of Incorporation and By-Laws. The material terms of the Funds' organizational documents are described in the Joint Proxy Statement/Prospectus under "CERTAIN PROVISIONS IN EACH FUND'S CHARTER AND BYLAWS; GOVERNING LAW".
7
Q: How will the Reorganizations be effected?
A: Assuming Target Fund shareholders approve the Reorganization of their Target Fund, the Acquiring Fund will acquire substantially all of the Target Fund's assets and assume substantially all of the Target Fund's liabilities in exchange solely for newly issued common shares of the Acquiring Fund, which will be distributed to the shareholders of the Target Fund (although cash may be distributed in lieu of fractional common shares). The Target Fund will then terminate its registration under the 1940 Act liquidate, dissolve and terminate in accordance with its charter and Maryland law.
You will become a shareholder of the Acquiring Fund following your Target Fund's Reorganization. You will receive newly issued common shares of the Acquiring Fund, par value $0.001 per share, the aggregate NAV (not the market value) of which will equal the aggregate NAV (not the market value) of the common shares of the Target Fund you held immediately prior to such Reorganization (although you may receive cash for fractional shares). The NAV of each Target Fund and the Acquiring Fund will reflect the applicable costs of the Reorganization. The market value of the common shares of the Combined Fund you receive may be less than the market value of the common shares of the Target Fund shares you held prior to the Reorganizations.
Q: Have common shares of the Target Funds and the Acquiring Fund historically traded at a premium or a discount to its respective NAVs?
A: The common shares of each Fund have historically fluctuated between a discount and a premium. As of September 15, 2017, each Fund traded at a discount to its respective NAV.
To the extent a Target Fund is trading at a wider discount (or a narrower premium) than the Acquiring Fund at the time of the Reorganizations, such Target Fund shareholders would have the potential for an economic benefit by the possible narrowing of the discount/premium. To the extent a Target Fund is trading at a narrower discount (or wider premium) than the Acquiring Fund at the time of the Reorganizations, such Target Fund shareholders may be negatively impacted if the Reorganizations are consummated. The Combined Fund shareholders would only benefit from a discount perspective to the extent the post-Reorganization discount (or premium) improves. There can be no assurance that, after the Reorganizations, common shares of the Combined Fund will trade at, above or below NAV.
Q: Will I have to pay any sales load, commission or other similar fees in connection with the Reorganizations?
A: You will pay no sales loads or commissions in connection with the Reorganizations. Regardless of whether the Reorganizations are completed, however, the costs associated with these proposed Reorganizations, including the costs associated with the Special Meetings, will be borne directly by each of the respective Target Funds incurring the expense or will otherwise be allocated among the Target Funds proportionately, based on relative net assets or on another reasonable basis, except that the Investment Adviser or its affiliate will bear Reorganization costs of any Target Fund to the extent that such costs exceed its contractual expense limitation, if any, as discussed more fully in the Joint Proxy Statement/Prospectus. As of September 15, 2017, the only fund proposed to participate in the consolidation for which the Investment Adviser or its affiliate expects to bear such expenses is GRR, the proposal for which is presented in a separate proxy statement/prospectus, because its current expenses already exceed its contractual expense limitation. The only other Fund with a contractual expense limitation is GCH. Because of the expected expense savings and other benefits for each of the Target Funds, each Fund's investment adviser recommended that, and the Boards of such Target Funds have approved having, the Target Funds be responsible for their own Reorganization expenses. See "Reasons for the Reorganizations" in the attached Joint Proxy Statement/Prospectus. The expenses of the Reorganizations, excluding portfolio transaction costs (described further below), are estimated to be:
Target Fund |
Total Reorganization Expenses |
Reorganization Expenses Per Share |
|||||||||
ABE |
$ |
340,000 |
$ |
0.04 |
|||||||
IF |
$ |
240,000 |
$ |
0.03 |
|||||||
ISL |
$ |
260,000 |
$ |
0.07 |
|||||||
LAQ |
$ |
415,000 |
$ |
0.06 |
|||||||
SGF |
$ |
280,000 |
$ |
0.04 |
|||||||
GCH |
$ |
320,000 |
$ |
0.04 |
* |
* Will be borne by AAMAL to the extent such costs exceed such Fund's contractual expense limitation.
8
In addition, each of ABE, LAQ, SGF and GCH must sell a portion of its portfolio in advance of the relevant Reorganization because securities held by such Target Funds in certain countries cannot be transferred to the Acquiring Fund due to local market restrictions. In addition, in order for the relevant Reorganization to qualify for tax-free treatment under U.S. law, with the proceeds of the sales of the securities that may not be transferred, ABE and LAQ will acquire additional securities that may be transferred to the Acquiring Fund. In order to minimize post-Reorganization transaction costs, ABE and LAQ will acquire securities in accordance with the Acquiring Fund's investment objective and strategies and, as a result, may depart from their respective current investment objectives and strategies. Each Target Fund will bear the portfolio transaction costs associated with sales and purchases, as applicable, of such securities in advance of the Reorganization. These costs are estimated as follows:
Target Fund |
Total Transaction Costs |
Costs per share |
|||||||||
ABE |
$ |
316,000 |
$ |
0.033 |
|||||||
LAQ |
$ |
336,800 |
$ |
0.045 |
|||||||
SGF |
$ |
1,500 |
$ |
0.000 |
|||||||
GCH |
$ |
86,500 |
$ |
0.010 |
|||||||
GRR* |
$ |
34,900 |
$ |
0.010 |
* The proposed reorganization of GRR into the Acquiring Fund is presented to GRR's shareholders in a separate proxy statement/prospectus; however, GRR would be included with the Target Funds as part of the Combined Fund and would therefore share in the total transaction costs post-reorganization.
All shareholders of the Combined Fund will bear the costs of rebalancing the Combined Fund's portfolio after the Reorganizations. Such costs are currently estimated to be approximately $1,800,000 or $0.02 per share, assuming all Target Funds and GRR participate in the Reorganizations.
In addition, as described above under "Why are the Reorganizations being recommended?", following the Reorganizations, the Combined Fund will conduct a tender offer of its shares. Shareholders may expect to incur tax consequences as a result of the tender offer, which may vary depending on the size of the tender offer. The Combined Fund will be required to sell portfolio securities in order to raise cash to pay the tender offer proceeds, which will also result in portfolio transaction costs and likely capital gains distributions.
Neither the Funds nor the Investment Adviser will pay any direct expenses of shareholders arising out of or in connection with the Reorganizations (e.g., expenses incurred by the shareholder as a result of attending the Special Meeting, voting on the Reorganizations or other action taken by the shareholder in connection with the Reorganizations). The actual costs associated with the proposed Reorganizations may be more or less than the estimated costs discussed herein.
Q: Will I have to pay any U.S. federal taxes as a result of the Reorganizations?
A: Each of the Reorganizations is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). If a Reorganization so qualifies, in general, shareholders of a Target Fund will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of their Target Fund common shares for Acquiring Fund common shares pursuant to the Reorganization (except with respect to cash received in lieu of fractional shares). Additionally, the Target Fund will recognize no gain or loss for U.S. federal income tax purposes by reason of the Reorganization. Neither the Acquiring Fund nor its shareholders will recognize any gain or loss for U.S. federal income tax purposes pursuant to any Reorganization.
On or prior to the closing date of the Reorganizations (the "Closing Date"), each Target Fund will declare a distribution to its shareholders that, together with all previous distributions, will have the effect of distributing to each respective Target Fund's shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), if any, through the Closing Date, all of its net capital gains, if any, through the Closing Date, and all of its net tax-exempt interest income, if any, through the Closing Date. Such a distribution will be taxable to each Target Fund's shareholders for U.S. federal income tax purposes.
As a result of rebalancing the Combined Fund's portfolio, additional capital gains may be generated post-Reorganization. In addition, cash would be raised in connection with the proposed tender offer, which may also generate gains. Using tax equalization accounting treatment, the proposed tender offer will help reduce the impact of any realized capital gains through the pro-rata distribution of realized capital gains along with the proceeds of the tender offer. For the remaining realized gains in the Combined Fund post-tender offer, there is the potential for
9
additional realized losses to be generated over the remainder of the year to help further offset these; however, shareholders may expect to receive a year-end distribution, which will be taxable to the Combined Fund's shareholders for U.S. federal income tax purposes.
The Funds' shareholders should consult their own tax advisers regarding the U.S. federal income tax consequences of the Reorganizations as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax laws.
Q: How does the Board of my Fund suggest that I vote?
A: After careful consideration, the Board of your Fund unanimously recommends that you vote "FOR" the Reorganization of your Fund.
Q: How do I vote my proxy?
A: You may cast your vote by mail, phone, internet or in person at the Special Meeting. To vote by mail, please mark your vote on the enclosed proxy card and sign, date and return the card in the postage-paid envelope provided. If you choose to vote by phone or internet, please refer to the instructions found on the proxy card accompanying this Joint Proxy Statement/Prospectus. To vote by phone or internet, you will need the "control number" that appears on the proxy card.
Q: Whom do I contact for further information?
A: You may contact your financial advisor for further information. You may also call AST Fund Solutions, the Funds' proxy solicitor, at (888) 288-0951.
Please vote now. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the internet, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted "FOR" the proposal, as applicable. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Special Meeting.
10
YOUR VOTE IS IMPORTANT.
PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE
ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [MARCH __, 2018].
THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:
http://www.aberdeen-asset.us/cef
JOINT PROXY STATEMENT/PROSPECTUS
ABERDEEN EMERGING MARKETS SMALLER COMPANY OPPORTUNITIES FUND, INC.
ABERDEEN ISRAEL FUND, INC.
ABERDEEN INDONESIA FUND, INC.
ABERDEEN LATIN AMERICA EQUITY FUND, INC.
ABERDEEN SINGAPORE FUND, INC.
ABERDEEN GREATER CHINA FUND, INC.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
SPECIAL MEETINGS OF SHAREHOLDERS
[MARCH __, 2018]
This Joint Proxy Statement/Prospectus is furnished to you as a shareholder of Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc. ("ABE"), Aberdeen Israel Fund, Inc. ("ISL"), Aberdeen Indonesia Fund, Inc. ("IF"), Aberdeen Latin America Equity Fund, Inc. ("LAQ"), Aberdeen Singapore Fund, Inc. ("SGF") and/or Aberdeen Greater China Fund, Inc. ("GCH" and collectively with ABE, ISL, IF, LAQ and SGF, the "Target Funds," and each, a "Target Fund"). Each of the Funds is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") and a corporation organized under the laws of the State of Maryland. Special meetings of shareholders (each a "Special Meeting," and collectively, the "Special Meetings") of each of the Target Funds will be held at the offices of Aberdeen Asset Management Inc. ("AAMI"), 1735 Market St., 32nd Floor, Philadelphia, PA, 19103, on March [ ], 2018 at the following times:
|
ABE |
9:00 a.m. Eastern time |
|||||||||
|
LAQ |
10:00 a.m. Eastern time |
|||||||||
|
IF |
11:00 a.m. Eastern time |
|||||||||
|
ISL |
12:00 p.m. Eastern time |
|||||||||
|
SGF |
2:00 p.m. Eastern time |
|||||||||
|
GCH |
4:00 p.m. Eastern time |
The purpose of each Special Meeting is to act on the proposal set out below and discussed in greater detail elsewhere in this Joint Proxy Statement/Prospectus. If you are unable to attend the Special Meeting of your Target Fund or any adjournment or postponement thereof, the Board of Directors of the Target Fund (each, a "Board" and collectively, the "Boards") requests that you vote your shares of common stock ("common shares") by completing and returning the enclosed proxy card or by recording your voting instructions by telephone or via the Internet. The approximate mailing date of this Joint Proxy Statement/Prospectus and accompanying form of proxy is [January __, 2018].
Proposal: The shareholders of each Target Fund are being asked to approve an Agreement and Plan of Reorganization between their Target Fund and Aberdeen Chile Fund, Inc. ("CH" or the "Acquiring Fund," and together with the Target Funds, the "Funds," and each, a "Fund"), pursuant to which the Target Fund would transfer substantially all of its assets to the Acquiring Fund, and the Acquiring Fund would assume all stated liabilities of the Target Fund, in exchange solely for newly issued shares of common stock of the Acquiring Fund, which will be distributed by the Target Fund to the shareholders of the Target Fund (although cash may be distributed in lieu of fractional shares) in the form of a liquidating distribution, and the Target Fund will be terminated and dissolved in accordance with its charter and Maryland law. The Acquiring Fund is an emerging markets equity income fund that seeks to achieve total return and is advised by Aberdeen Asset Managers Limited ("AAML" or the "Investment Adviser") (each such Plan a "Reorganization Agreement").
The Acquiring Fund will be renamed Aberdeen Emerging Markets Equity Income Fund, Inc. upon the first Reorganization closing.
Each Fund is advised by the Investment Adviser (the Acquiring Fund, ABE, ISL and LAQ) or Aberdeen Asset Management Asia Limited ("AAMAL") (IF, SGF and GCH), each a wholly-owned subsidiary of Aberdeen Asset Management PLC ("Aberdeen PLC"). As of August 14, 2017, Aberdeen PLC became a direct subsidiary of Standard Life plc, which changed its name to Standard Life Aberdeen plc, as a result of a merger of the two companies.
The Reorganization Agreement that each Target Fund's shareholders are being asked to consider involves transactions that will be referred to in this Joint Proxy Statement/Prospectus as a "Reorganization." The Acquiring Fund following any or all Reorganizations is referred to herein as the "Combined Fund."
The Reorganizations seek to combine eight funds (CH, ABE, LAQ, ISL, IF, SGF, GCH and The Asia Tigers Fund, Inc. ("GRR"), the reorganization proposal for which is presented to its shareholders in a separate proxy statement/prospectus) with different, but in most cases similar, investment objectives and investment policies to achieve certain economies of scale and other operational efficiencies. Each Target Fund will terminate its registration under the 1940 Act after the completion of its Reorganization. Upon the closing of one or more of the Reorganizations, the Acquiring Fund will be renamed Aberdeen Emerging Markets Equity Income Fund, Inc., trade on the NYSE American under the ticker symbol "AEF" and will invest in emerging markets equity securities with an objective of seeking total return through a combination of capital appreciate and income. The Combined Fund's investment objectives and policies are described in this Joint Proxy Statement/Prospectus.
In each Reorganization, the Acquiring Fund will acquire substantially all of the assets and assume all stated liabilities of the Target Fund in exchange solely for newly-issued common shares of the Acquiring Fund, par value $0.001 per share ("Acquiring Fund Shares") in the form of book entry interests. The Acquiring Fund will list the Acquiring Fund Shares on the NYSE American. Such newly issued Acquiring Fund Shares will be distributed to the Target Fund shareholders (although cash may be distributed in lieu of fractional common shares) and the Target Fund will terminate its registration under the 1940 Act and liquidate, dissolve and terminate in accordance with its charter and Maryland law. The Acquiring Fund will continue to operate after the Reorganizations as a registered, non-diversified, closed-end management investment company.
As a result of a Reorganization, each Target Fund shareholder will own Acquiring Fund Shares that (except for cash payments received in lieu of fractional common shares) will have an aggregate net asset value ("NAV") (not the market value) immediately after the Reorganization equal to the aggregate NAV (not the market value) of that Target Fund shareholder's Target Fund common shares immediately prior to such Reorganization. The NAV of each Target Fund and the Acquiring Fund will reflect the applicable costs of such Reorganization. The market value of the common shares of the Combined Fund a shareholder receives may be less than the market value of the common shares of the Target Fund that the shareholder held prior to the Reorganizations.
The Board of each Fund further considered the Reorganization of such Target Fund in detail, including a proposal for certain individuals who currently serve as Board members of one or more of the Target Funds to be added as members of the Board of the Acquiring Fund, subject to election by shareholders, and the range of sizes of a tender offer that would be conducted after the Reorganizations. The Boards recognized that the size of the tender offer should be limited so that the Combined Fund maintains sufficient assets in order to achieve certain benefits of a consolidation. For example, better trading volume is generally associated with a larger fund. Nonetheless, the Board of each Fund was of the view that a tender offer of a meaningful size post-Reorganizations is reasonable and appropriate and would increase the likelihood of shareholder support for the Reorganizations. In considering the tender offer amount, which ultimately will be determined by the Combined Fund's Board, each Board considered that certain Target Funds will realize capital gains in advance of the Reorganization on the sale of securities that are not permitted to be transferred to the Acquiring Fund in-kind, and the Combined Fund will realize capital gains in connection with the realignment of its portfolio following the Reorganizations and that the required distributions of those gains would shrink the size of the Combined Fund. With these considerations in mind, the Funds entered into a Standstill Agreement with City of London Investment Management Company Limited ("CoL"), a large holder of certain Target Funds, which requires the Combined Fund to commence a tender offer for shares of the Combined Fund at 99% of net asset value in an amount that, together with capital gains then-accrued by the Combined Fund and to be distributed in 2018, will aggregate up to a maximum distribution of 50%, and not less than 40%, of the net assets of the Combined Fund. The size and final terms of the tender offer will be determined at a later date.
ii
In addition to a requirement to conduct a tender offer on the terms described above, the Standstill Agreement with CoL requires the Combined Fund to establish a targeted discount policy, which will seek to manage the Combined Fund's share trading discount by: (1) committing the Combined Fund to buy back shares in the open market when the Combined Fund's shares trade at a discount of 10% or more to net asset value ("NAV") and (2) undertaking a 15% tender offer if the average discount exceeds 11% of NAV over any rolling twelve-month period commencing on the closing of a Reorganization and ending on December 31, 2019, provided that the Fund shall not be required to conduct more than one tender offer during such period pursuant to this provision. Also, pursuant to the Standstill Agreement, the Combined Fund's expense ratio will be capped at 1.20% (excluding leverage costs, tax and non-routine/extraordinary expenses) through December 31, 2019, which the Investment Adviser has agreed to extend until two years from the date of the first Reorganization closing.
Under the Standstill Agreement, CoL has agreed to (1) tender all shares of the Combined Fund beneficially owned by it in the tender offer, (2) vote all shares beneficially owned by it in favor of all Combined Fund Director nominees and all proposals submitted at shareholder meetings in 2018 relating to the consolidation and (3) be bound by certain "standstill" covenants through December 31, 2019.
The Standstill Agreement will remain in effect until the earliest of the "Standstill Period" (which expires on December 31, 2019), such other date mutually agreed by the parties to the Agreement or termination of the Agreement. The Standstill Agreement will terminate if the Acquiring Fund or any Target Fund fails to complete the Reorganization on or before the end of the second calendar quarter of 2018 or the Acquiring Fund fails to complete the tender offer and distribute the proceeds of the tender offer in cash to the participating shareholders on or before the end of the third calendar quarter of 2018, unless the parties agree to extend the time period for such actions.
Each Reorganization will be voted upon separately by each Target Fund's shareholders and the closing of any Reorganization is not contingent upon the approval of any other Reorganization. It is possible that shareholders of one or more Target Funds do not approve the Reorganization of their Target Fund. If this were to occur, the aggregate size of the Combined Fund would be less, perhaps materially.
In the event that shareholders of a Target Fund do not approve its Reorganization, such Target Fund would continue to exist and operate on a stand-alone basis. In addition, the Standstill Agreement with CoL will terminate with respect to that Target Fund, and CoL would cease to be bound by its obligations thereunder. However, the investment adviser to that Target Fund may, in connection with the ongoing management of that Target Fund and its product line, recommend alternative proposals to the Board of that Target Fund, including the liquidation of the Target Fund or a re-solicitation of votes for the Reorganization.
This Joint Proxy Statement/Prospectus sets forth the information that shareholders of each Target Fund should know before voting on the proposal for their Target Fund and constitutes an offering of Acquiring Fund shares. Please read this Joint Proxy Statement/Prospectus carefully and retain it for future reference. A Statement of Additional Information, dated [January __, 2018], relating to this Joint Proxy Statement/Prospectus (the "Statement of Additional Information") has been filed with the United States Securities and Exchange Commission (the "SEC") and is incorporated herein by reference. Copies of each Fund's most recent annual report and semi-annual report can be obtained on the following website at http://cef.aberdeen-asset.us/en/cefinvestorcenter/range. In addition, each Fund will furnish, without charge, a copy of the Statement of Additional Information, or such Fund's most recent annual report or semi-annual report to any shareholder upon request. Any such request for all Funds should be directed to Investor Relations toll-free at 1-800-522-5465. The Statement of Additional Information and the annual and semi-annual reports of each Fund are also available on the EDGAR Database on the SEC's website at www.sec.gov. The address of the principal executive offices of all Funds is 1735 Market St., 32nd Floor, Philadelphia, PA 19103, and the telephone number is 1-800-522-5465.
The Funds are subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith, file reports, proxy statements, proxy materials and other information with the SEC. Materials filed with the SEC can be reviewed and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or downloaded from the SEC's website at www.sec.gov. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at (202) 551-8090. You may also request copies of these materials, upon payment at the prescribed rates of a duplicating fee, by electronic request to the SEC's e-mail address (publicinfo@sec.gov) or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, DC 20549-0102.
Aberdeen updates Fund performance information, as well as certain other information for the Funds, on a monthly basis on its website at http://cef.aberdeen-asset.us/en/cefinvestorcenter/range. Shareholders are advised to
iii
periodically check the applicable website for updated performance information and other information about the Funds.
Please note that only one copy of shareholder documents, including annual or semi-annual reports and proxy materials, may be delivered to two or more shareholders of a Target Fund who share an address, unless the Target Fund has received instructions to the contrary. This practice is commonly called "householding" and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. To request a separate copy of any shareholder document or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the Funds at the address and phone number set forth above.
The common shares of the Acquiring Fund are listed on the NYSE American under the ticker symbol "CH" and will be listed on the NYSE American as "AEF" after the completion of the Reorganizations. The common shares of each of the Target Funds are listed on the relevant exchange under the ticker symbols as follows: NYSE American: "ABE", "ISL," "IF," "LAQ"; New York Stock Exchange ("NYSE"): "SGF" and "GCH".
This Joint Proxy Statement/Prospectus serves as a prospectus of the Acquiring Fund in connection with the issuance of Acquiring Fund Shares in each of the Reorganizations. No person has been authorized to give any information or make any representation not contained in this Joint Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Joint Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.
We will admit to a Special Meeting of a Fund (1) all shareholders of record of the Fund on the Record Date, (2) persons holding proof of beneficial ownership of the Fund at the Record Date, such as a letter or account statement from the person's broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to a Special Meeting must present photo identification. If you plan to attend a Special Meeting, we ask that you call us in advance at 1-800-522-5465. For directions to the meeting, please contact AST Fund Solutions, the firm assisting us in the solicitation of proxies, at (888) 288-0951.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Joint Proxy Statement/Prospectus is [January __, 2018].
iv
TABLE OF CONTENTS
SUMMARY |
1 |
||||||
RISK FACTORS AND SPECIAL CONSIDERATIONS |
6 |
||||||
EXPENSE TABLE FOR SHAREHOLDERS |
34 |
||||||
REASONS FOR THE REORGANIZATIONS |
38 |
||||||
PROPOSAL: THE REORGANIZATIONS OF THE TARGET FUNDS |
46 |
||||||
INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND |
49 |
||||||
COMPARISON OF THE FUNDS |
55 |
||||||
MANAGEMENT OF THE FUNDS |
78 |
||||||
ADDITIONAL INFORMATION ABOUT THE COMMON SHARES OF THE FUNDS |
87 |
||||||
DIVIDENDS AND DISTRIBUTIONS |
90 |
||||||
DIVIDEND REINVESTMENT PLANS |
91 |
||||||
CERTAIN PROVISIONS IN EACH FUND'S CHARTER AND BYLAWS; GOVERNING LAW |
94 |
||||||
VOTING RIGHTS |
104 |
||||||
APPRAISAL RIGHTS |
104 |
||||||
FINANCIAL HIGHLIGHTS |
104 |
||||||
INFORMATION ABOUT THE REORGANIZATIONS |
112 |
||||||
TERMS OF THE REORGANIZATION AGREEMENTS |
112 |
||||||
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS |
114 |
||||||
VOTING INFORMATION AND REQUIREMENTS |
117 |
||||||
SHAREHOLDER INFORMATION |
118 |
||||||
SHAREHOLDER PROPOSALS |
119 |
||||||
SOLICITATION OF PROXIES |
121 |
||||||
LEGAL MATTERS |
121 |
||||||
OTHER MATTERS WITH RESPECT TO THE MEETING |
121 |
||||||
OTHER INFORMATION |
121 |
||||||
APPENDIX AINVESTMENT RESTRICTIONS |
A-1 |
||||||
APPENDIX BFORM OF AGREEMENT AND PLAN OF REORGANIATION |
B-1 |
v
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SUMMARY
The following is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus and is qualified in its entirety by reference to the more complete information contained in this Joint Proxy Statement/Prospectus and in the Statement of Additional Information. Shareholders should read the entire Joint Proxy Statement/Prospectus carefully.
Each Fund is overseen by its own Board of Directors. Each Board is only responsible for the information contained in this Joint Proxy Statement/Prospectus with respect to its Fund.
The Proposed Reorganizations
The Board of each Fund (the members of which are referred to herein as "Directors"), including the Directors who are not "interested persons" of such Fund (as defined in the 1940 Act) (the "Independent Directors"), has unanimously approved the applicable Reorganization(s), including the respective Reorganization Agreement(s). Assuming each Target Fund's shareholders approve its Reorganization, the Acquiring Fund will acquire substantially all of the assets and assume all stated liabilities of the Target Fund in exchange solely for newly issued Acquiring Fund Shares in the form of book entry interests. The Acquiring Fund will list the newly issued common shares on the NYSE American. Such newly issued Acquiring Fund Shares will be distributed to the Target Fund shareholders (although cash may be distributed in lieu of fractional common shares) and the Target Fund will terminate its registration under the 1940 Act and liquidate, dissolve and terminate in accordance with its charter and Maryland law. The Acquiring Fund will continue to operate after the Reorganization as a registered, non-diversified, closed-end management investment company. As a result of each Reorganization, each Target Fund shareholder will own Acquiring Fund Shares that (except for cash payments received in lieu of fractional common shares) will have an aggregate NAV (not the market value) immediately after the Reorganization equal to the aggregate NAV (not the market value) of that shareholder's Target Fund common shares immediately prior to the Reorganization. The NAV of each Target Fund and the Acquiring Fund will reflect the applicable costs of such Reorganization. The market value of the common shares of the Combined Fund a shareholder receives may be less than the market value of the common shares of the Target Fund that the shareholder held prior to the Reorganizations.
Background and Reasons for the Proposed Reorganizations
The Reorganizations seek to combine eight funds (including GRR, the reorganization proposal for which is presented to its shareholders in a separate proxy statement/prospectus) that have different, but in most cases similar, investment objectives and investment policies to achieve certain economies of scale and other operational efficiencies. Because shareholders of each Target Fund will vote separately on their Fund's respective Reorganization, there are multiple potential combinations of Reorganizations.
Based on the considerations below, the Board of each Target Fund (each, a "Target Fund Board"), including the Independent Directors, has determined that the Reorganization of such Target Fund would be in the best interests of the applicable Fund and that the interests of the existing shareholders of such Target Fund would not be diluted as a result of the Reorganization. Each Target Fund Board has approved its respective Reorganization and recommends that shareholders of such Fund approve its respective Reorganization.
Each Target Fund Board considered its respective Reorganization over a series of meetings (collectively, the "Meetings"). The joint Meetings of the Boards of ABE, ISL, IF and LAQ met on June 13, 2017, August 23, 2017 (ISL only), September 6, 11 and 12, 2017 and October 2, 2017. The Boards of SGF and GCH met separately on June 13, 2017, September 11 and 12, 2017 and October 2, 2017. In preparation for the Meetings, the Investment Adviser or its affiliates provided each Board with information regarding the proposed Reorganizations, including the rationale therefor. The Board of each Fund considered a number of factors in reaching its determination with respect to the relevant Fund, including, but not limited to, the following:
• potential for improved economies of scale and, excluding the costs of leverage anticipated to be used by the Combined Fund, a lower net total expense ratio with respect to the Fund;
° In connection with the proposed Reorganizations, the Investment Adviser has contractually agreed to limit the total operating expenses of the Combined Fund (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) from exceeding 1.20% of the average weekly net assets of the Combined Fund on an annualized basis, for a period of two years from the closing of the first Reorganization.
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The Funds estimate that the completion of all of the Reorganizations would result in a net total expense ratio for the Combined Fund, excluding the costs of leverage anticipated to be used, of 1.13% pre-tender offer and 1.20% post-tender offer (assuming a maximum reduction in Combined Fund net assets of 50% as a result of the capital gain distributions and tender offer) on a historical and pro forma basis for the 12-month period ended June 30, 2017, which would result in a reduction in the net total expense ratio for the shareholders of each of the Target Funds as follows:
As of 6/30/2017 Pre-Tender Offer |
As of 6/30/2017 Post-Tender Offer |
||||||||||
ABE |
0.38 |
% |
0.31 |
% |
|||||||
ISL |
0.38 |
% |
0.31 |
% |
|||||||
IF |
0.46 |
% |
0.39 |
% |
|||||||
LAQ |
0.16 |
% |
0.09 |
% |
|||||||
SGF |
0.26 |
% |
0.19 |
% |
|||||||
GCH |
0.63 |
% |
0.56 |
% |
The level of expense savings will vary depending on the combination of the Funds in the proposed Reorganizations and the resulting size of the Combined Fund, and furthermore, there can be no assurance that future expenses will not increase or that any expense savings for any Fund will be realized.
• the potential effects of the Reorganization on the distributions of the Fund;
° A Fund's earnings and net investment income are variables, which depend on many factors, including its asset mix, portfolio turnover level, the amount of leverage utilized by the Fund, the costs of such leverage and general market conditions. There can be no assurance that the future earnings of a Fund, including the Combined Fund after the Reorganizations, will not decline. In addition, the Combined Fund's future earnings may vary depending on the combination of the proposed Reorganizations and the resulting size of the Combined Fund after the capital gain distributions and tender offer.
• the potential effects of the Reorganization on the Fund's premium/discount to NAV;
• the differences between and compatibility of the Fund's investment objectives, strategies, policies and related risks and those of the Combined Fund;
• consistency of portfolio management;
• the potential for improved secondary market trading;
• the potential for operating and administrative efficiencies;
• the anticipated tax-free nature of the Reorganization;
• the potential effects on the Fund's capital loss carryforwards;
• the effects on the Fund's undistributed net investment income and capital gains, if any;
• the expected costs of the Reorganization;
• the terms of the Reorganization and whether the Reorganization would dilute the interests of shareholders of the Fund;
• the effect of the Reorganization on shareholder rights; and
• any potential benefits of the Reorganization to the Investment Adviser and its affiliates.
Each Target Fund Board, including the Independent Directors, approved its respective Reorganization, concluding that such Reorganization is in the best interests of its Fund and that the interests of existing shareholders of its Fund will not be diluted as a result of its respective Reorganization. This determination was made on the basis of each Director's business judgment after consideration of all of the factors taken as a whole with respect to its Fund and shareholders, although individual Directors may have placed different weight on various factors and assigned different degrees of materiality to various factors.
Each Reorganization will be voted upon separately by each Target Fund's shareholders and the closing of any Reorganization is not contingent upon the approval of any other Reorganization. It is possible that
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shareholders of one or more Target Funds do not approve the Reorganization of their Target Fund. If this were to occur, the aggregate size of the Combined Fund would be less, perhaps materially.
If a Reorganization is not approved by a Target Fund's shareholders, such Target Fund will continue to operate for the time being as a stand-alone Maryland corporation and will continue to be advised by its current investment adviser. In addition, the Standstill Agreement with CoL will terminate with respect to that Target Fund, and CoL would cease to be bound by its obligations thereunder. However, the investment adviser to that Target Fund may, in connection with ongoing management of the Fund and its product line, recommend alternative proposals to the Board of such Target Fund, including the liquidation of the Target Fund or a re-solicitation of votes for the Reorganization.
Further Information Regarding the Reorganizations
Each Target Fund Board has determined that the Reorganization of such Target Fund is in the best interests of the Target Fund and its shareholders, and that the interests of such shareholders will not be diluted as a result of such Target Fund's Reorganization. The share exchange in each Reorganization will be based on the net asset value of the Target Fund and the Acquiring Fund; therefore, shareholders will not experience dilution. As a result of the Reorganizations, however, shareholders of each Fund will hold a reduced percentage of ownership in the larger Combined Fund than they did in any of the individual Funds. In addition, all of the Funds are closed-end funds which have traded primarily at a discount in the secondary market. To the extent that the Acquiring Fund's discount is greater than that of a Target Fund on the date of the applicable Reorganization, the Target Fund's shareholders would receive less for their Acquiring Fund shares if sold in the market; however, market prices can change on a daily basis.
Each Reorganization is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). If a Reorganization so qualifies, in general, shareholders of a Target Fund will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of their Target Fund common shares for Acquiring Fund common shares pursuant to the Reorganization (except with respect to cash received in lieu of fractional shares). Additionally, the Target Funds will recognize no gain or loss for U.S. federal income tax purposes by reason of the Reorganizations, except for any gain or loss that may be required to be recognized solely as a result of the close of the Target Funds' taxable years due to the Reorganizations. It is a condition to the closing of each Reorganization that the respective Target Fund and the Acquiring Fund receive an opinion from Willkie Farr & Gallagher LLP ("Willkie Farr"), dated as of the Closing Date of such Reorganization, regarding the characterization of the Reorganization as a reorganization within the meaning of Section 368(a) of the Code.
The Board of each Target Fund requests that shareholders of such Target Fund approve such Fund's proposed Reorganization at the Special Meeting to be held on March [ ], 2018.
Shareholder approval of the ABE, ISL, LAQ and GCH Reorganizations requires the affirmative vote of the holders of a majority of the votes entitled to be cast by ABE, ISL, LAQ and GCH, respectively. Shareholder approval of the IF and SGF Reorganizations requires the affirmative vote of two-thirds (66 2/3%) of the outstanding shares entitled to be cast by IF and SGF, respectively. For additional information regarding voting requirements, see "Voting Information and Requirements."
Subject to the requisite approval of the shareholders of a Target Fund with regard to the applicable Reorganization, it is expected that the Closing Date will be during the second quarter of 2018, but it may be at a different time as described herein.
Investing in the Combined Fund following a Reorganization involves risks. For additional information, see "Risk Factors and Special Considerations."
Each Target Fund's Board recommends that shareholders of such Target Fund vote "FOR" the Target Fund's proposed Reorganization.
Appraisal Rights
The shareholders of each Fund do not have appraisal rights for their common shares in their respective Fund.
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Comparison of the Funds
The investment objectives, investment strategies and policies, investment restrictions and investment risks of the Funds have certain similarities and differences, which are described in this Joint Proxy Statement/Prospectus. The investment objective, investment strategies and policies of the Combined Fund will be those of CH, with such changes as were approved by the Board of CH and CH shareholders at a meeting held on [January 18, 2018] contingent upon the closing of one or more of the Reorganizations. It is currently anticipated that, if approved by shareholders, all Reorganizations will take place on the same day. This Joint Proxy Statement/Prospectus only describes the investment objective, investment strategies and policies of the Combined Fund that will be in effect upon the closing of a Reorganization.
A comparison of the Funds' investment objectives and significant investment strategies and policies is set forth below.
Each Target Fund's investment objective is a fundamental policy and may not be changed without shareholder approval. The Acquiring Fund's investment objective is not a fundamental policy and may be changed without shareholder approval, but with 60 days' prior notice to shareholders. Each Fund's investment objective is as follows:
Target Fund Objectives |
|||||||
ABE |
The Fund's investment objective is to seek long-term capital appreciation. |
||||||
ISL |
The Fund seeks long-term capital appreciation by investing primarily in equity securities of Israeli companies. |
||||||
IF |
The Fund seeks long-term capital appreciation as a primary objective and income as a secondary objective. |
||||||
LAQ |
The Fund seeks long-term capital appreciation by investing primarily in Latin American equity securities. |
||||||
SGF |
The investment objective of the Fund is long-term capital appreciation which it seeks through investment primarily in Singapore equity securities. |
||||||
GCH |
The investment objective of the Fund is to achieve long-term capital appreciation. |
||||||
Combined Fund Objective |
|||||||
Combined Fund |
The Fund seeks total return through a combination of capital appreciation and income. |
Under normal market conditions, each Fund invests at least 80% of its assets in the investments suggested by its name. Each Fund's 80% policy is as follows:
Target Fund 80% Policies |
|||||||
ABE |
Under normal market conditions, at least 80% of the Fund's net assets, plus any borrowings for investment purposes, will be invested in equity securities of emerging market smaller company issuers. |
||||||
ISL |
The Fund has adopted a policy to invest under normal circumstances, at least 80% of the value of its assets in investments, which are tied economically to Israel, with substantially all of its assets invested in equity securities of Israeli Companies (defined in the "Comparison of Funds" section below). |
||||||
IF |
The Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in Indonesian securities. |
||||||
LAQ |
Under normal market conditions, the Fund will invest substantially all, and at least 80%, of its total assets in Latin American equity securities. |
||||||
SGF |
Under normal circumstances, at least 80% of the Fund's net assets are invested in Singapore equity securities. |
||||||
GCH |
Under normal market conditions, at least 80% of our net assets will be invested in listed equity securities of China companies (defined in the "Comparison of Funds" section below). |
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Combined Fund 80% Policy |
|||||||
Combined Fund |
Under normal market conditions, at least 80% of the Fund's net assets, plus any borrowings for investment purposes, will be invested in emerging markets equity securities. |
ABE: The investment strategies and policies of ABE and the Acquiring Fund are similar; however, there are certain important differences. While each of ABE and the Acquiring Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in emerging markets equity securities, ABE's policy requires that such securities be issued by smaller companies. In addition, ABE's 80% policy is fundamental and may not be changed without the approval of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act). The Acquiring Fund's 80% policy is non-fundamental, and may be changed by the Acquiring Fund's Board on 60 days' prior notice to shareholders. ABE's investment strategies and policies provide that, at the full discretion of the Fund's investment adviser, the Fund may focus its investments in the infrastructure, telecommunications and technology sectors of emerging market countries. The Acquiring Fund's investment strategies and policies do not provide for a similar focus, but the Fund may hold a significant amount of securities, from time to time, within a single market sector. In addition, ABE is a diversified, closed-end investment company, while the Acquiring Fund is a non-diversified investment company and, therefore, the Acquiring Fund is subject to non-diversification risk.
ISL: The investment strategies and policies of ISL and the Acquiring Fund are similar; however, there are certain important differences. While each of ISL and the Acquiring Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, ISL's policy requires that such securities be in investments that are tied economically to Israel, with substantially all of its assets invested in equity securities of Israeli Companies, while the Acquiring Fund's policy requires that such securities be emerging market equity securities. Further, ISL will invest at least 65% of its total assets in Israeli Securities (defined in the "Comparison of Funds" section below) at all times. Each of ISL's and the Acquiring Fund's 80% policy is non-fundamental, and may be changed by such Fund's Board on 60 days' prior notice to shareholders, but ISL's 65% policy is fundamental and may not be changed without the approval of a majority of ISL's outstanding voting securities (as defined in the 1940 Act).
IF: The investment strategies and policies of IF and the Acquiring Fund are similar; however, there are certain important differences. The Acquiring Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in emerging market equity securities, while IF has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in Indonesian securities. Further, IF has a fundamental policy to invest at least 65% of the value of its total assets in Indonesian equity and debt securities. Each Fund's 80% policy is non-fundamental, and may be changed by such Fund's Board on 60 days' prior notice to shareholders, but IF's 65% policy is fundamental and may not be changed without the approval of a majority of IF's outstanding voting securities (as defined in the 1940 Act).
LAQ: The investment strategies and policies of LAQ and the Acquiring Fund are similar; however, there are certain important differences. While each of LAQ and the Acquiring Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, LAQ's policy requires that such securities be Latin American equity securities (defined in the "Comparison of Funds" section below) while the Acquiring Fund's policy requires that such securities be emerging market equity securities. In addition, LAQ's 80% policy is fundamental and may not be changed without the approval of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act). The Acquiring Fund's 80% policy is non-fundamental, and may be changed by the Acquiring Fund's Board of Directors on 60 days' prior notice to shareholders.
SGF: The investment strategies and policies of SGF and the Acquiring Fund are similar; however, there are certain important differences. While each of SGF and the Acquiring Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, SGF's policy requires that such securities be Singapore equity securities (defined in the "Comparison of Funds" section below) while the Acquiring Fund's policy requires that such securities be emerging market equity securities. Each of SGF's and the Acquiring Fund's 80% policy is non-fundamental, and may be changed by such Fund's Board of Directors on 60 days' prior notice to shareholders.
GCH: The investment strategies and policies of GCH and the Acquiring Fund are similar; however, there are certain important differences. While each of GCH and the Acquiring Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, GCH's policy requires that such securities be listed equity securities of China companies, while the Acquiring Fund's policy requires that such securities be emerging markets equity securities. "China companies" include companies that (i) are organized under the laws of, and have their principal place of business in, China and/or Hong Kong and/or
5
Taiwan or (ii) during their most recent fiscal year derived at least 50% of their revenues or profits from goods produced or sold, investments made or services performed in China and/or Hong Kong and/or Taiwan or have at least 50% of their assets in China and/or Hong Kong and/or Taiwan. In addition, GCH has a fundamental policy to invest at least 65% of the value of its total assets in equity securities of China companies listed on stock exchanges in China or Hong Kong, which policy may not be changed without the approval of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act). The Acquiring Fund does not have a corresponding fundamental policy.
RISK FACTORS AND SPECIAL CONSIDERATIONS
Comparison of Risks
Because the Funds have different, but in most cases similar, investment objectives and principal investment strategies, many of the investment risks associated with an investment in the Combined Fund are substantially similar to those associated with an investment in the Target Funds, except that as a broad emerging markets equity fund the Combined Fund is less susceptible to risks of a single country or region, whereas each Target Fund (other than ABE) is significantly exposed to the risks of the single-country or region in which it primarily invests, but will be more exposed to the risks of multiple countries or regions. ISL and SGF invest predominantly in Israel and Singapore, respectively, which are considered developed markets. Shareholders of ISL and SGF will be exposed to emerging markets risk if they remain invested in the Combined Fund. ABE focuses its investments on smaller company issuers in emerging markets while the Combined Fund may invest in emerging markets issuers of any market capitalization. As a result, shareholders of ABE may be exposed to less small-cap risk, but could become exposed to risks of mid-cap and large-cap issuers. In addition, the Combined Fund will be subject to leverage risk.
See "COMPARISON OF THE FUNDS" in this Joint Proxy Statement/Prospectus for a more detailed description of the salient differences between the risks of investing in each Target Fund compared to investing in the Acquiring Fund.
Risks Related to the Reorganizations
Expenses.
While the Funds currently estimate that the Reorganizations will result in reduced aggregate expenses of the Combined Fund of approximately $5.9 million per year, including leverage costs and assuming a 50% reduction in Combined Fund net assets as a result of the capital gain distributions and tender offer, if all the Reorganizations are completed (which represents, in Aberdeen's view, the most likely combination of the Reorganizations and the combination of the completed Reorganizations that would result in the lowest Total Expense Ratio for the Combined Fund) and approximately $1.4 million per year, including leverage costs and assuming a 50% reduction in net assets, if the only Reorganization completed is the Reorganization of IF into the Acquiring Fund (which represents the combination of completed Reorganizations discussed in this Joint Proxy Statement/Prospectus that would result in the highest Total Expense Ratio for the Combined Fund), the realization of these reduced expenses will not affect holders of the Funds proportionately, and may take longer than expected to be realized or may not be realized to this extent.
After the Reorganizations, the Combined Fund is expected to incur lower Total Expenses on a per common share basis than are currently incurred by the Acquiring Fund. In addition, no matter which Funds complete their Reorganizations, the Combined Fund may incur higher Total Expenses for a period after the completion of the Reorganizations due to expenses associated with the Reorganizations prior to experiencing such savings or may never experience such savings if its fixed costs were to increase or the value of its assets were to decrease. However, in connection with the proposed Reorganizations, the Investment Adviser has contractually agreed to limit the total operating expenses of the Combined Fund (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) from exceeding 1.20% of the average weekly net assets of the Fund on an annualized basis, for a period of two years from the closing of the first Reorganization.
There can be no assurance that future expenses will not increase. Moreover, the level of expense savings (or increases) will vary depending on the combination of the proposed Reorganizations and the resulting size of the Combined Fund.
In Aberdeen's view, the most likely combination is the Reorganizations of all of the Funds, which is also expected to result in the lowest Total Expense Ratio for the Combined Fund. If the only Reorganization
6
discussed in this Joint Proxy Statement/Prospectus that is completed is the Reorganization of IF into the Acquiring Fund, the Combined Fund would be expected to have a higher Total Expense Ratio than if any other combination of Reorganizations were completed.
Any combination of Reorganizations other than the Reorganization of just IF and the Acquiring Fund is expected to result in a Net Total Expense Ratio for the Combined Fund that is lower than the Net Total Expense Ratio of each Target Fund, except for SGF and LAQ when including estimated costs associated with the Combined Fund's anticipated use of leverage.
(Use of the term "Total Expenses," means a Fund's total annual operating expenses (including leverage costs). Use of the term "Total Expense Ratio," means a Fund's Total Expenses expressed as a percentage of its average net assets attributable to its common shares. Use of the term "Net Total Expense Ratio" means a Fund's Total Expense Ratio after any expense limitations and/or fee waivers or reimbursements are taken into account.)
It is anticipated that the Combined Fund will utilize leverage as part of its investment strategies. As of June 30, 2017, the historical gross and Net Total Expense Ratios for each Fund and the pro forma gross and Net Total Expense Ratios (TER) for the Combined Fund (including leverage costs assuming the Combined Fund uses leverage representing 10% of its total assets) are as follows:
Target Fund |
Total Annual Gross/Net TER (no leverage costs)(a) |
Pro Forma Combined Fund Gross/Net TER Pre-Tender Offer (IF into AEF) |
Pro Forma Combined Fund Gross/Net TER Pre-Tender Offer (All Target Funds & GRR(b) into AEF) |
Pro Forma Combined Fund Gross/Net TER After 50% Reduction in Assets (IF into AEF) |
Pro Forma Combined Fund Gross/Net TER After 50% Reduction in Assets (All Target Funds & GRR(b) into AEF) |
||||||||||||||||||
ABE |
1.55%/1.51% |
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ISL |
1.73%/1.51% |
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IF |
1.61%/1.59% |
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LAQ |
1.31%/1.29% |
1.62%/1.46(c) |
1.38%/1.38%(c) |
1.81%/1.48%(c) |
1.54%/1.46%(c) |
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GCH |
1.77%/1.76% |
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SGF |
1.40%/1.39% |
(a) Each of the Target Funds does not currently use leverage.
(b) The reorganization proposal for GRR into the Acquiring Fund is presented to GRR's shareholders in a separate proxy statement/prospectus; however, GRR is included with the Target Funds as part of the pro forma Combined Fund.
(c) The Investment Adviser has contractually agreed to cap expenses of the Combined Fund (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) from exceeding 1.20% of the average weekly net assets of the Fund on an annualized basis for a period of two years from the closing of the first Reorganization. The Combined Fund will be authorized to reimburse the Investment Adviser for management fees previously limited and/or for expenses previously paid by the Investment Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the date when the Investment Adviser limited the fees or reimbursed the expenses and the reimbursements do not cause the Combined Fund to exceed the lesser of the applicable expense limitation in the contract at the time the fees were limited or expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the Investment Adviser.
As shown in the table above, the Funds estimate that the completion of all of the Reorganizations would result in a Net Total Expense Ratio for the Combined Fund of 1.38% pre-tender offer and 1.46% post-tender offer (assuming a maximum reduction in Combined Fund net assets of 50% as a result of the capital gain distributions and tender offer) on a historical and pro forma basis for the 12-month period ended June 30, 2017, representing a reduction in the Net Total Expense Ratio for the shareholders of ABE, ISL, IF, GCH and SGF of 0.13%, 0.13%, 0.21%, 0.38% and 0.01% pre-tender offer, respectively, an increase in the Net Total Expense Ratio of LAQ of 0.09% pre-tender offer, a reduction the Net Total Expense Ratio for the shareholders of ABE, ISL, IF and GCH of 0.05%, 0.05%, 0.13% and 0.30% post-tender offer, respectively, and an increase in the Net Total Expense Ratio for the shareholders of LAQ and SGF of 0.17% and 0.07% post-tender offer, respectively.
The estimated Net Total Expense Ratio for the Combined Fund and the change in Net Total Expense Ratio for each Fund set out above includes the estimated costs associated with the Combined Fund's anticipated use of leverage, but does not take into account the increase in assets that would result from the Combined Fund's use of leverage. Excluding the estimated costs associated with the Combined Fund's anticipated use of leverage, the
7
estimated Net Total Expense Ratio of the Combined Fund would be lower than that of each Target Fund. If the Combined Fund's assets were increased to include borrowed assets, the net total expense ratio of the Combined Fund is estimated to be 1.25% pre-tender offer and 1.32%, taking into account the expense limitation and following a reduction in net assets of 50% as a result of the capital gain distributions and tender offer.
As of June 30, 2017, the historical gross and Net Total Expense Ratios for each Fund and the pro forma gross and Net Total Expense Ratios (TER) for the Combined Fund, excluding the estimated costs associated with the Combined Fund's anticipated use of leverage, are as follows:
Target Fund |
Total Annual Gross/Net TER (no leverage costs)(a) |
Pro Forma Combined Fund Gross/Net TER Pre-Tender Offer (IF into AEF) |
Pro Forma Combined Fund Gross/Net TER Pre-Tender Offer (All Target Funds & GRR(b) into AEF) |
Pro Forma Combined Fund Gross/Net TER After 50% Reduction in Assets (IF into AEF) |
Pro Forma Combined Fund Gross/Net TER After 50% Reduction in Assets (All Target Funds & GRR(b) into AEF) |
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ABE |
1.55%/1.51% |
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ISL |
1.73%/1.51% |
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IF |
1.61%/1.59% |
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LAQ |
1.31%/1.29% |
1.36%/1.20%(c) |
1.13%/1.13%(c) |
1.53%/1.20%(c) |
1.28%/1.20%(c) |
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GCH |
1.77%/1.76% |
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SGF |
1.40%/1.39% |
(a) Each of the Target Funds does not currently use leverage.
(b) The reorganization proposal for GRR into the Acquiring Fund is presented to GRR's shareholders in a separate proxy statement/prospectus; however, GRR is included with the Target Funds as part of the pro forma Combined Fund.
(c) The Investment Adviser has contractually agreed to cap expenses of the Combined Fund (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) from exceeding 1.20% of the average weekly net assets of the Fund on an annualized basis for a period of two years from the closing of the first Reorganization. The Combined Fund will be authorized to reimburse the Investment Adviser for management fees previously limited and/or for expenses previously paid by the Investment Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the date when the Investment Adviser limited the fees or reimbursed the expenses and the reimbursements do not cause the Combined Fund to exceed the lesser of the applicable expense limitation in the contract at the time the fees were limited or expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the Investment Adviser.
Excluding the costs of leverage anticipated to be used by the Combined Fund, each Target Fund's shareholders should realize lower Net Total Expense Ratios after the Reorganizations than they would realize if the Reorganizations did not occur after the expenses associated with the Reorganizations have been paid.
Each of the Funds, except as described below, will bear expenses incurred in connection with the Reorganizations, including, but not limited to, costs related to the preparation and distribution of materials distributed to each Fund's Board, expenses incurred in connection with the preparation of the Reorganization Agreements and the registration statement on Form N-14, the printing and distribution of this Joint Proxy Statement/Prospectus and any other materials required to be distributed to shareholders, SEC and state securities commission filing fees, legal and audit fees in connection with the Reorganizations, including legal fees incurred preparing each Fund's Board materials, attending each Fund's Board meetings and preparing the minutes and auditing fees associated with each Fund's financial statements, stock exchange fees, transfer agency fees and any similar expenses incurred in connection with the Reorganizations, which will be borne directly by the respective Fund incurring the expense or allocated among the Funds proportionately, based on relative net assets or on another reasonable basis, as appropriate. The Investment Adviser or its affiliate will bear the costs of the Reorganizations to the extent that they cause a Fund's expenses to exceed its expense limitation agreement agreed with the Investment Adviser or an affiliate. GCH is currently operating below its expense limit, but AAMAL will also bear some of the Reorganization costs of GCH to the extent that its expenses exceed its expense limit. No other Fund has a contractual expense limitation agreement in place. Because of the expected expense savings and other benefits for each of the Funds, the Investment Adviser and its affiliates recommended and the Boards of such Funds have approved that the Funds be responsible for their own Reorganization expenses (except as described above). Because each of the Funds has already incurred expenses solely and directly attributable to the Reorganizations and because the Funds are responsible for paying those expenses
8
(except as described above), if a Target Fund's shareholders do not approve their Target Fund's respective Reorganization, such Target Fund will continue to be responsible for the expenses arising from its proposed Reorganization even though its proposed Reorganization will not occur and those expenses may be material.
In addition, certain Target Funds will bear trading commissions associated with selling, in advance of the Reorganizations, a portion of their respective portfolio because securities held by such Target Funds in certain countries cannot be transferred to the Acquiring Fund due to local market restrictions, and transfer taxes (if any) associated with transferring securities to the Acquiring Fund. The Combined Fund will bear the transaction costs associated with realigning its portfolio after the Reorganizations in accordance with the Combined Fund's investment strategies.
Neither the Funds nor the Investment Adviser or its affiliates will pay any direct expenses of shareholders arising out of or in connection with the Reorganizations (e.g., expenses incurred by the shareholder as a result of attending the shareholder meeting, voting on the Reorganizations or other action taken by the shareholder in connection with the Reorganizations). See "Reasons for the Reorganizations."
Earnings and Distribution Yield.
The Combined Fund's dividend yield is expected to be higher when compared with that of each Fund prior to the Reorganizations; however, the Combined Fund's dividend yield may change over time, and depending on market conditions, may be higher or lower than each Fund's dividend yield prior to the Reorganizations.
A Fund's earnings and net investment income are variables, which depend on many factors, including its asset mix, portfolio turnover level, the amount of leverage utilized by the Fund, the costs of such leverage, the movement of interest rates and general market conditions. There can be no assurance that the future earnings of a Fund, including the Combined Fund after the Reorganizations, will not decline. In addition, the Combined Fund's future earnings may vary depending on the combination of the proposed Reorganizations and the resulting size of the Combined Fund after the capital gain distributions and tender offer.
Premium/Discount to NAV.
As with any capital stock, the price of each Fund's common shares will fluctuate based on market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Each Fund's common shares are designed for long-term investors and should not be treated as trading vehicles. Shares of closed-end management investment companies frequently trade at a discount from their net asset value. This risk may be greater for investors who sell their shares in a relatively short period of time after completion of the Reorganizations.
The common shares of each Fund have historically fluctuated between a discount and a premium. As of September 15, 2017, each Fund traded at a discount to its respective NAV. To the extent that a Target Fund's shares are trading at a wider discount (or a narrower premium) than the Acquiring Fund's shares at the time of the Target Fund's Reorganization, such Target Fund's shareholders would have the potential for an economic benefit. To the extent that a Target Fund's shares are trading at a narrower discount (or wider premium) than the Acquiring Fund's shares at the time of the Target Fund's Reorganization, such Target Fund's shareholders may be negatively impacted if the Reorganizations are consummated. The Combined Fund's shareholders would only benefit from a discount perspective to the extent the post-Reorganization discount (or premium) improves.
There can be no assurance that, after the Reorganizations, common shares of the Combined Fund will trade at, above or below net asset value. Upon consummation of the Reorganizations, the Combined Fund shares may trade at a price that is less than the Acquiring Fund's current net asset value and current trading market price. In the Reorganizations, shareholders of each Target Fund will receive common shares of the Acquiring Fund based on the relative net asset values (not the market values) of each respective Fund's common shares. The market value of the common shares of the Combined Fund you receive may be less than the market value of the common shares of the Target Fund you held prior to the Reorganizations.
Tax Considerations.
In connection with the Reorganizations, certain Target Funds and the Combined Fund are likely to realize capital gains from the sale of portfolio securities that the respective Funds will then distribute to their shareholders. See "Material Federal Income Tax Consequences of the Reorganizations" for a summary of certain U.S. federal income tax consequences of the Reorganizations.
9
Principal Risks of Investing in the Funds
The following table compares the principal risks of investing in each Fund.
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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General The Fund is a 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. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
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: • corporate earnings; • production; • management; • sales; and • 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 industry. 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. |
X |
X |
X |
X |
X |
X |
X |
10
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
Developing and Emerging Markets Risk Investing in the securities of issuers located in developing and emerging market countries (and to a certain extent non-U.S. developed market countries) involves special considerations not typically associated with investing in the securities of U.S. issuers and other developed market issuers, including heightened risks of expropriation and/or nationalization, armed conflict, confiscatory taxation, restrictions on transfers of assets, lack of uniform accounting and auditing standards, difficulties in dividend withholding reclaims procedures, less publicly available financial and other information and potential difficulties in enforcing contractual obligations. The economies of individual developing and emerging market countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Governments of many developing and emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In some cases, the government owns or controls many companies, including some of the largest in the country. Accordingly, government actions could have a significant effect on economic conditions in a developing or emerging market country and on market conditions, prices and yields of securities in the Fund's portfolio. Moreover, the economies of developing and emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. Many developing and emerging market economies are considered to be more politically volatile than the developed markets. Investments in securities of issuers in countries other than the U.S. may involve greater political risk, including in some countries, the possibility of nationalization of assets, expropriation or confiscatory taxation, restrictions on repatriation, and the establishment of foreign exchange controls, political changes, government regulation, overburdened and obsolete or unseasoned financial systems, environmental problems, less developed legal systems, economic or social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or the value of the Fund's investments in those countries. Central authorities also tend to exercise a high degree of control over the economies and in many cases have ownership over core productive assets. The legal systems in many developing and emerging market countries are less developed than those in more developed countries, with the administration of laws and regulations often subject to considerable discretion. Non-U.S. markets may offer less protection to investors than U.S. or other developed markets. It also may be difficult to obtain and enforce a judgment in a court outside of the U.S. Due to their strong reliance on international trade, most developing and emerging market economies tend to be sensitive both to economic changes in their own region and to changes affecting their major trading partners. These include changes in growth, inflation, foreign exchange rates, current account positions, government policies, taxation and tariffs. |
X |
X |
X |
X |
X |
11
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Foreign Securities Risk Investing in foreign securities involves certain special considerations that are not typically associated with investments in the securities of U.S. issuers. Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards and may have policies that are not comparable to those of domestic issuers. As a result, there may be less information available about foreign issuers than about domestic issuers. Securities of some foreign issuers may be less liquid and more volatile than securities of comparable domestic issuers. There is generally less government supervision and regulation of securities markets, brokers and issuers than in the United States. In addition, with respect to certain foreign countries, there is a possibility of expropriation or confiscatory taxation, political and social instability, or diplomatic developments, which could affect the value of investments in those countries. The costs of investing in foreign countries frequently are higher than the costs of investing in the United States. Although the investment adviser endeavors to achieve the most favorable execution costs in portfolio transactions, trading costs in non-U.S. securities markets are generally higher than trading costs in the United States. Investments in securities of foreign issuers often will be denominated in foreign currencies. Accordingly, the value of the Fund's assets, as measured in U.S. dollars, may be affected favorably or unfavorably by changes in currency exchange rates and in exchange control regulations. The Fund may incur costs in connection with conversions between various currencies. The Fund generally holds its foreign securities and cash in foreign banks and securities depositories approved by State Street Bank and Trust Company, the Fund's Foreign Custody Manager (as that term is defined in Rule 17f-5 under the 1940 Act). Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. There may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Fund's ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund than for investment companies invested only in the United States. Certain foreign governments levy withholding or other taxes on dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non-recovered portion of foreign withholding taxes will reduce the income received from investments in such countries. From time to time, the Fund may have invested in certain sovereign debt obligations that are issued by, or certain companies that operate in or have dealings with, countries that become subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. Investments in such countries may be adversely affected because, for example, the credit rating of the sovereign debt security may be lowered due to the country's instability or unreliability or the company may suffer damage to its reputation if it is identified as a company which operates in, or has dealings with, such countries. As an investor in such companies, the Fund will be indirectly subject to those risks. |
X |
X |
X |
X |
X |
X |
X |
12
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
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. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
Inflation Risk Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund's common stock and dividends can decline. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
Management Risk The investment adviser's judgment about the attractiveness, relative value or potential appreciation of a particular security or investment strategy may prove to be incorrect. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
Currency Exchange Rate Fluctuations To the extent the Fund does not hedge against currency risk, the Fund's securities will be subject to the risk that some holdings may lose value because of a decline in the value of the foreign currency or adverse political or economic events in such foreign country or elsewhere. Currency exchange rates can fluctuate significantly over short periods and can be subject to unpredictable changes based on a variety of factors, including political developments and currency controls by foreign governments. The Fund will normally hold many of its assets in foreign currencies. Accordingly, a change in the value of a foreign currency in which the Fund hold securities against the U.S. dollar will generally result in a change in the U.S. dollar value of the Fund's assets. Such a change may thus decrease the Fund's net asset value. The currencies of developing and emerging markets, in particular, have experienced periods of steady declines or even sudden devaluations relative to the U.S. dollar. Some developing and emerging market currencies may not be internationally traded or may be subject to strict controls by local governments, resulting in undervalued or overvalued currencies. Some developing and emerging markets have experienced balance of payment deficits and shortages in foreign exchange reserves. Governments have responded by restricting currency conversions. Future restrictive exchange controls could prevent or restrict a company's ability to make dividend or interest payments in the original currency of an obligation (often U.S. dollars). Even though the currencies of some developing and emerging markets may be convertible into U.S. dollars, the conversion rates may be artificial to their actual market values. |
X |
X |
X |
X |
X |
X |
X |
13
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
In addition, although much of the Fund's income will be received or realized in foreign currencies, the Fund will be required to compute and distribute its income in U.S. dollars. Therefore, for example, if the exchange rate for the foreign currency declines after the Fund's income has been accrued and translated in U.S. dollars, but before the income has been received or converted into U.S. dollars, the Fund could be required to liquidate portfolio securities to make distributions. Similarly, if the exchange rate declines between the time the Fund incurs expenses in U.S. dollars and the time such expenses are paid, the amount of the foreign currency required to be converted into U.S. dollars in order to pay those expenses will be greater than the foreign currency equivalent of those expenses at the time they were incurred. Currency exchange rate fluctuations can decrease or eliminate income available for distribution or, conversely, increase income available for distribution. For example, in some situations, if certain currency exchange losses exceed net investment income for a taxable year, the Fund would not be able to make ordinary income distributions, and all or a portion of distributions made before the losses were realized but in the same taxable year would be recharacterized as a return of capital to shareholders for U.S. federal income tax purposes, thus reducing shareholders' cost basis in their Fund shares, or as a capital gain distribution, rather than as an ordinary income dividend. |
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Illiquid Securities Risk The Fund may invest in illiquid securities. An illiquid security is generally any security which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the investment. Illiquid securities include repurchase agreements which have a maturity of longer than seven days, time deposits maturing in more than seven days, and securities with a contractual restriction on resale ("restricted securities") or other factors limiting the marketability of the security. Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period. If a change in NAV or other external events cause the Fund's investments in illiquid securities to exceed the limit set forth above for the Fund's investment in illiquid securities, the Fund will act to cause the aggregate amount of such securities to come within such limit as soon as reasonably practicable. In such event, however, the Fund would not be required to liquidate any portfolio securities where the Fund would suffer a loss on the sale of such securities. The Fund may purchase securities that are not subject to legal or contractual restrictions on resale, but that are deemed illiquid. Such securities may be illiquid, for example, because there is a limited trading market for them. The Fund may be unable to sell a restricted or illiquid security. In addition, it may be more difficult to determine a market value for restricted or illiquid securities. Moreover, if adverse market conditions were to develop during the period between the Fund's decision to sell a restricted or illiquid security and the point at which the Fund is permitted or able to sell such security, the Fund might obtain a price less favorable than the price that prevailed when it decided to sell. This investment practice, therefore, could have the effect of decreasing the level of liquidity of the Fund. |
X |
X |
X |
X |
X |
X |
X |
14
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
The Fund employs proprietary procedures and tests using third-party and internal data inputs that seek to assess and manage the liquidity of its portfolio holdings. The Fund's procedures and tests take into account relevant market, trading and other factors, and monitor whether liquidity assessments should be adjusted based on changed market conditions. |
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Market Discount Risk The Fund's common stock may trade at a discount relative to NAV. Common shares of closed-end investment companies, including the Fund, frequently trade at prices lower than their NAV, but in some cases trade above NAV. Whether shareholders will realize a gain or loss upon the sale of the Fund's shares of common stock depends upon whether the market value of the shares at the time of sale is above or below the price the shareholder paid, taking into account transaction costs for the shares, and is not directly dependent upon the Fund's NAV. Any substantial dispositions or acquisitions of common stock by large shareholders of the Fund could affect the supply or demand for, and possibly the market price of, the common stock. The Fund's common stock is designed primarily for long-term investors, and not for short-term trading purposes. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
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. Although the Fund must comply with certain diversification requirements in order to qualify as a regulated investment company under 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 holding 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. |
X |
X |
X |
X |
X |
X |
15
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
Private Placements and Other Restricted Securities Risk Private placement and other restricted securities include securities that have been privately placed and are not registered under the 1933 Act, such as 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 of the U.S. without registration with the U.S. Securities and Exchange Commission pursuant to Regulation S. Private placements may offer attractive opportunities for investment not otherwise available on the open market. Private placements 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, a 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 a 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 a Fund's illiquidity. Additionally, a restricted security that was liquid at the time of purchase may subsequently become illiquid. Restricted securities that are determined to be illiquid may not exceed a Fund's limit on investments in illiquid securities. |
X |
X |
|||||||||||||||||||||||||||||
Anti-Takeover Charter Provisions The Fund's charter and by-laws contain several provisions that may be regarded as "anti-takeover" because they have the effect of maintaining continuity of management. |
X |
X |
X |
X |
X |
X |
X |
16
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
Market Disruption Risk Certain events have had a disruptive effect on the securities markets, such as terrorist attacks, war and other geopolitical events, earthquakes, storms and other disasters. In addition, the global financial crisis that began in 2008 caused a significant decline in the value and liquidity of many securities and unprecedented volatility in the markets. In response to the crisis, the U.S. Government and the Federal Reserve, as well as certain foreign governments and their central banks took steps to support financial markets, including by keeping interest rates low. Subsequently, the Federal Reserve terminated certain of its market support activities. The withdrawal of Federal Reserve or other U.S. or non-U.S. governmental or central bank support could negatively affect financial markets generally as well as reduce the value and liquidity of certain securities. The Fund cannot predict the effects of similar events in the future on the markets or economy of the countries or regions in which the Fund invests or the market environment could make identifying investment risks and opportunities especially difficult for the Fund's investment adviser. In addition, policy and legislative changes in the United States and in other countries are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not a Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Fund's investments may be negatively affected by such events. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
Repurchase Agreements Risk Repurchase agreements may involve risks in the event of default or insolvency of the seller, including possible delays or restrictions with respect to the Fund's ability to dispose of the underlying securities, and the possibility that the collateral might not be sufficient to cover any losses incurred by the Fund. |
X |
X |
X |
X |
|||||||||||||||||||||||||||
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. |
X |
X |
X |
X |
X |
X |
X |
17
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
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. 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. |
X |
X |
|||||||||||||||||||||||||||||
Country/Regional Focus Risk Focusing on a single country or geographical region involves increased currency, political, regulatory and other risks. Market swings in the targeted country or geographical region likely will have a greater effect on portfolio performance than they would in a more geographically diversified fund. |
X |
X |
X |
X |
X |
X |
X |
||||||||||||||||||||||||
Depositary Receipts Depositary receipts typically issued by a bank or trust company, represent the ownership of underlying securities that are issued by a foreign company and held by the bank or trust company. 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. |
X |
X |
X |
||||||||||||||||||||||||||||
Event Risk Event risk is the risk that a corporate event such as a restructuring, merger, leveraged buyout, takeover, or similar action may cause a decline in market value or credit quality of the issuer's stocks or bonds due to factors including an unfavorable market response or a resulting increase in the issuer's debt. Added debt may significantly reduce the credit quality and market value of an issuer's bonds. |
X |
X |
X |
X |
X |
X |
X |
18
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Leverage Risk The Fund intends to use leverage as part of its investment strategy through borrowing from a credit facility. The Fund is not permitted to incur indebtedness unless immediately thereafter the Fund will have an asset coverage of at least 300%. In general, the term "asset coverage" for this purpose means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of the Fund. In addition, the Fund may be limited in its ability to declare any cash distribution on its capital stock or purchase its capital stock unless at the time of such declaration or purchase, the Fund has an asset coverage (on its indebtedness) of at least 300% after deducting the amount of such distribution or purchase price, as applicable. Under the 1940 Act, certain short-term borrowings (such as for cash management purposes) are not subject to these limitations if (i) repaid within 60 days, (ii) not extended or renewed and (iii) not in excess of 5% of the total assets of the Fund. The Fund may also enter into certain transactions that create leverage, such as reverse repurchase agreements, which are not subject to the asset coverage requirements set out above so long as the Fund establishes in a segregated account cash or other liquid securities equal to the Fund's obligations in respect of such transactions or enters into other transactions offsetting the Fund's obligations in respect to such transactions. The Fund may engage in leverage through the issuance of preferred stock. Under the 1940 Act, the Fund is not permitted to issue preferred stock unless immediately after such issuance the Fund will have an asset coverage of at least 200%. In general, the term "asset coverage" for this purpose means the ratio the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of the Fund plus the aggregate of the involuntary liquidation preference of the preferred stock. The involuntary liquidation preference refers to the amount to which the preferred stock would be entitled on the involuntary liquidation of the Fund in preference to a security junior to it. Leverage involves certain additional risks, including that the cost of leverage may exceed the return earned by the Fund on the proceeds of such leverage. The use of leverage will increase the volatility of changes in the Fund's net asset value, market price and distributions. In the event of a general market decline in the value of assets in which the Fund invests, the effect of that decline will be magnified in the Fund because of the additional assets purchased with the proceeds of the leverage. In addition, funds borrowed pursuant a credit facility may constitute a substantial lien and burden by reason of their prior claim against the income of the Fund and against the net assets of the Fund in liquidation. In the event of an event of default under a loan facility, lenders may have the right to cause a liquidation of the collateral (i.e., sell portfolio securities and other assets of the Fund) and, if any such default is not cured, the lenders may be able to control the liquidation as well. A leverage facility agreement may include covenants that impose on the Fund asset coverage requirements, Fund composition requirements and limits on certain investments, such as illiquid investments or derivatives, which are more stringent than those imposed on the Fund by the 1940 Act. The covenants or guidelines could impede the Fund's investment manager from fully managing the Fund's portfolio in accordance with the Fund's investment objective and policies; however, because the Fund's use of leverage is expected to be relatively modest and the Fund generally is not expected to engage in derivatives transactions, the Fund's investment manager currently does not believe that such restrictions would significantly impact its management of the Fund. |
X |
19
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Mid-Cap Securities Risk Securities of medium-sized companies tend to be more volatile and less liquid than securities of larger companies. Compared to larger companies, mid-cap securities tend to have analyst coverage by fewer Wall Street firms and may trade at prices that reflect incomplete or inaccurate information. Medium-sized companies may have a shorter history of operations, less access to financing and a less diversified product line and be more susceptible to market pressures and therefore have more volatile prices and company performance than larger companies. During some periods, securities of medium-sized companies, as an asset class, have underperformed the securities of larger companies. |
X |
X |
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Preferred Stock The Fund may invest in preferred stock. Preferred stock is a class of stock that often pays dividends at a specified rate and has preference over common stock in dividend payments and liquidation of assets. Preferred stock may be convertible into common stock. |
X |
X |
X |
X |
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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. |
X |
X |
X |
X |
X |
X |
X |
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Small-Cap Securities Risk In general, securities of small-cap companies trade in lower volumes and are subject to greater or more unpredictable price changes than larger cap securities or the market overall. Small-cap companies may have limited product lines or markets, be less financially secure than larger companies, or depend on a small number of key personnel. If adverse developments occur, such as due to management changes or product failure, the Fund's investment in a small-cap company may lose substantial value. Investing in small-cap companies requires a longer term investment view and may not be appropriate for all investors. |
X |
X |
X |
20
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Valuation Risk The price a 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 a Fund, and a 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 Adviser 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. A 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 Funds do not price their shares, the value of the securities in a Fund's portfolio may change on days when shareholders are not be able to purchase or sell that Fund's shares on the exchange in which the Fund is listed. |
X |
X |
X |
X |
X |
X |
X |
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Credit Risk Investments in debt securities expose the Fund to credit risk. Credit risk is the risk that one or more of the Fund's investments in debt securities will decline in price, or fail to pay interest, liquidation value or principal when due, because the issuer of the obligation experiences an actual or perceived decline in its financial status. Credit risk is influenced by changes in general economic and political conditions and changes in the financial condition of the issuers. |
X |
X |
X |
X |
X |
X |
X |
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Interest Rate Risk Generally, when market interest rates rise, the prices of debt securities fall, and vice versa. Interest rate risk is the risk that debt securities in the Fund's portfolio will decline in value because of increases in market interest rates. This risk may be particularly acute because market interest rates are currently at historically low levels. The prices of long-term debt securities generally fluctuate more than prices of short-term debt securities as interest rates change. During periods of rising interest rates, the average life of certain types of securities may be extended due to slower than expected payments. This may lock in a below market yield, increase the security's duration and reduce the security's value. Duration is a measure of the expected life of a fixed income security that is used to determine the sensitivity of a security's price to changes in interest rates. The longer a security's duration, the more sensitive it will be to changes in interest rates. |
X |
X |
X |
X |
X |
X |
X |
21
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Infrastructure Companies Infrastructure companies in emerging countries are undergoing significant change due to varying and evolving levels of governmental regulation or deregulation and other factors. Competitive pressures are intense and the securities of such companies may be subject to increased share price volatility. In addition, certain infrastructure companies are subject to the risk that technological innovations will make their services obsolete. In virtually every country, certain industries providing infrastructure services, including those engaged in the generation, transmission or distribution of electricity or gas, telecommunications and transportation, are subject to governmental regulation. The nature and scope of such regulation generally is subject to political forces and market considerations, the effect of which cannot be predicted. Certain governments have taken measures to foster infrastructure companies because of the importance of these companies to the development of their economies. However, government regulation of certain infrastructure companies, such as telecommunications companies, typically limits rates charged, returns earned, providers of services, types of services, ownership, areas served and terms for dealing with competitors and customers. Regulation may also limit the use of new technologies and hamper efficient depreciation of existing assets. Government regulation can have significant effects upon the operations of an infrastructure company. It is not possible to predict the directions, type or effects of future regulation, any of which could have a material adverse effect on the Fund and its investments. |
X |
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Technology Securities Risk Certain technology related companies may face special risks that their products or services may not prove to be commercially successful. Technology related companies are also strongly affected by worldwide scientific or technological developments. As a result, their products may rapidly become obsolete. Such companies are also often subject to governmental regulation and may, therefore, be adversely affected by governmental policies. |
X |
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Telecommunications Companies Telecommunications companies are undergoing significant change due to varying and evolving levels of governmental regulation or deregulation and other factors. As a result, competitive pressures are intense and the securities of such companies may be subject to rapid price volatility. All telecommunications companies are subject to the additional risk that technological innovations will make their products and services obsolete. In virtually every country, certain aspects of the telecommunications industry are subject to some government regulation. The nature and scope of such regulation generally is subject to political forces and market considerations, the effect of which cannot be predicted. Such regulation can have significant effects upon the operations of a telecommunications venture. It is difficult to predict the directions, types or effects of future telecommunications-related regulation. |
X |
22
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Telecommunications regulation typically limits rates charged, returns earned, providers of services, types of services, ownership, areas served and terms for dealing with competitors and customers. Telecommunications regulation generally has tended to be less stringent for newer services than for traditional telephone service, although there can be no assurances that such newer services will not be heavily regulated in the future. Regulation may also limit the use of new technologies and hamper efficient depreciation of existing assets. If regulation limits the use of new technologies by established carriers or forces cross-subsidies, large private networks may emerge. Service providers may also be subject to regulations regarding ownership and control, providers of services, subscription rates and technical standards. |
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Temporary Investments The use of temporary investments for defensive purposes prevents the Fund from fully pursuing its investment objective, and the Fund may miss potential market upswings. |
X |
X |
X |
X |
X |
X |
X |
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Asian Risk Parts of the Asian region may be subject to a greater degree of economic, political and social instability than is the case in the United States and Europe. Some Asian countries can be characterized as emerging markets or newly industrialized and may experience more volatile economic cycles than developed countries. The developing nature of securities markets in many countries in the Asian region may lead to a lack of liquidity while some countries have restricted the flow of money in and out of the country. Some countries in Asia have historically experienced political uncertainty, corruption, military intervention and social unrest. The Fund may be more volatile than a fund which is broadly diversified geographically. |
X |
X |
X |
X |
X |
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Derivatives Risk The Fund may invest in financial derivative instruments and/or utilize techniques and instruments for hedging purposes, including to manage foreign exchange risks. Derivatives are financial instruments, whose values are derived from another security, a commodity, an index or a currency. Derivatives include the purchase and sale of forward contracts, Forward contracts are obligations to purchase or sell an asset or, most commonly, a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward foreign currency contracts are the primary means of hedging currency exposure. Without limiting the generality of the foregoing, the Fund's adviser may alter the currency exposure of the Fund, solely through the use of derivative contracts (without buying or selling underlying transferable securities or currencies). The base currency of the Fund is U.S. Dollars. Performance may be strongly influenced by movements in currency rates because the Fund may have exposure to a particular currency that is different from the value of the securities denominated in that currency held by the Fund. Furthermore, the Fund's portfolio may be fully or partially hedged back to the base currency if, in the opinion of the Fund's adviser, this is believed to be appropriate. |
X |
X |
X |
X |
23
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Derivatives are speculative and may hurt the Fund's performance. Derivatives present the risk of disproportionately increased losses and/or reduced opportunities for gains when the financial asset or measure to which the derivative is linked changes in unexpected ways. The potential benefits to be derived from the Fund's derivatives strategy are dependent upon the portfolio managers' ability to discern pricing inefficiencies and predict trends in these markets, which decisions could prove to be inaccurate. This requires different skills and techniques than predicting changes in the price of individual equity or debt securities, and there can be no assurance that the use of this strategy will be successful. Some additional risks of investing in derivatives include: • the other party to the derivatives contract may fail to fulfill its obligations; • their use may reduce liquidity and make the Fund harder to value, especially in declining markets; • the Fund may suffer disproportionately heavy losses relative to the amount invested; and • changes in the value of derivatives may not match or fully offset changes in the value of the hedged portfolio securities, thereby failing to achieve the original purpose for using the derivatives. Hedged Exposure RiskLosses generated by a derivative or practice used by the Fund for hedging purposes should be substantially offset by gains on the hedged investment. However, while hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Correlation RiskThe Fund is exposed to the risk that changes in the value of a hedging instrument will not match those of the investment being hedged. Counterparty RiskDerivative transactions depend on the creditworthiness of the counterparty and the counterparty's ability to fulfill its contractual obligations. Legislation, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, calls for the regulation of the derivatives markets. The full extent and impact of the regulation are not yet known and may not be known for some time. The regulation of derivatives may make them more costly, may limit their availability, or may otherwise adversely affect their value or performance. |
24
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Investing in China Investing in China presents additional risks. Investing in China involves a high degree of risk and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include: (a) the risk of nationalization or expropriation of assets or confiscatory taxation; (b) greater social, economic and political uncertainty (including the risk of war and social unrest); (c) dependency on exports and the corresponding importance of international trade; (d) the increasing competition from Asia's other low-cost emerging economies; (e) greater price volatility and significantly smaller market capitalization of securities markets; (f) substantially less liquidity, particularly of certain share classes of Chinese securities; (g) currency exchange rate fluctuations and the lack of available currency hedging instruments; (h) higher rates of inflation; (i) controls on foreign investment and limitations on repatriation of invested capital and on a Fund's ability to exchange local currencies for U.S. Dollars; (j) greater governmental involvement in and control over the economy, including over securities exchanges; (k) the risk that the Chinese government may decide not to continue to support the economic reform programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (l) the fact that China companies, particularly those located in China, may be smaller, less seasoned and newly-organized; (m) the difference in, or lack of, auditing and financial reporting standards which may result in unavailability of material information about issuers, particularly in China; (n) the fact that statistical information regarding the economy of China may be inaccurate or not comparable to statistical information regarding the U.S. or other economies; (o) the less extensive, and still developing, regulation of the securities markets, business entities and commercial transactions; (p) the fact that the settlement period of securities transactions in foreign markets may be longer; (q) the willingness and ability of the Chinese government to support the Chinese and Hong Kong economies and markets is uncertain; (r) the risk that it may be more difficult, or impossible, to obtain and/or enforce a judgment than in other countries; and (s) the rapidity and erratic nature of growth, particularly in China, resulting in efficiencies and dislocations. Investment in China is subject to certain political risks. Following the establishment of the People's Republic of China ("PRC") by the Communist Party in 1949, the Chinese government renounced various debt obligations incurred by China's predecessor governments, which obligations remain in default, and expropriated assets without compensation. There can be no assurance that the Chinese government will not take similar action in the future. The political reunification of China and Taiwan is a highly problematic issue and is unlikely to be settled in the near future. This situation poses a threat to Taiwan's economy and could negatively affect its stock market. |
X |
X |
X |
25
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Hong Kong reverted to Chinese sovereignty on July 1, 1997 as a Special Administrative Region of the People's Republic of China under the principle of "one country, two systems." Although China is obligated to maintain the current capitalist economic and social system of Hong Kong through June 30, 2047, the continuation of economic and social freedoms enjoyed in Hong Kong is dependent on the government of China. Any attempt by China to tighten its control over Hong Kong's political, economic, legal or social policies may result in an adverse effect on Hong Kong's markets. Uncertainty over Hong Kong's political future arising from interactions with China has resulted in social unrest, which could in turn cause uncertainty in the markets. In addition, the Hong Kong dollar trades at a fixed exchange rate in relation to (or, is "pegged" to) the U.S. dollar, which has contributed to the growth and stability of the Hong Kong economy. However, it is uncertain how long the currency peg will continue or what effect the establishment of an alternative exchange rate system would have on the Hong Kong economy. Because the Fund's NAV is denominated in U.S. dollars, the establishment of an alternative exchange rate system could result in a decline in the Fund's NAV. The Chinese economy has grown rapidly in the past but there is no assurance that this growth rate will be maintained. In fact, the Chinese economy may experience a significant slowdown as a result of, among other things, a deterioration in global demand for Chinese exports, as well as contraction in spending on domestic goods by Chinese consumers. In addition, China may experience substantial rates of inflation or economic recessions, which would have a negative effect on the economy and securities market. Delays in enterprise restructuring, slow development of well-functioning financial markets and widespread corruption have also hindered performance of the Chinese economy. China continues to receive substantial pressure from trading partners to liberalize official currency exchange rates. Chinese authorities may intervene in the China Securities market and halt or suspend trading of securities for short or even longer periods of time. Recently, the China Securities market has experienced considerable volatility and been subject to relatively frequent and extensive trading halts and suspensions. These trading halts and suspensions have, among other things, contributed to uncertainty in the markets and reduced the liquidity of the securities subject to such trading halts and suspensions, which could include securities held by the Fund. Historically, investments in stocks, bonds, and warrants listed and traded on a Mainland China stock exchange, investment companies, and other financial instruments (collectively referred to as "China Securities") approved by the China Securities Regulatory Commission ("CSRC") were not eligible for investment by non-Chinese investors. However, the CSRC may grant QFII licenses and RQFII licenses that allow non-Chinese institutional investors to invest in China securities. Each QFII and RQFII license holder is authorized to invest in China Securities only up to a specified quota established by the Chinese State Administration of Foreign Exchange ("SAFE"). The provisions regarding such quotas may be subject to change with little or notice given by SAFE. AAMAL has received a QFII license and an RQFII license and specified quotas to be invested in China Securities, the QFII quota specifically referring to a nominee quota in this instance (the "QFII Quota" and "RQFII Quota" respectively). A portion of the Fund is invested in China Securities as part of the QFII Quota granted to AAMAL and may invest through the RQFII Quota. |
26
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Although China law permits the use of nominee accounts for clients of investment managers who are QFII or RQFII license holders, the Chinese regulators require the securities trading and settlement accounts to be maintained in the name of the QFII or RQFII license holder. As a result, there is a risk that creditors of AAMAL may assert that AAMAL, and not the individual fund, is the legal owner of the securities and other assets in the accounts. AAMAL has obtained a legal opinion from Chinese counsel confirming that, as a matter of Chinese law, AAMAL as QFII license holder has no ownership interest in the assets in a Fund account held as a nominee account and the relevant Fund will be ultimately and exclusively entitled to ownership of the assets in such nominee accounts. Nonetheless, if a court upholds a creditor's assertion that the assets held under the QFII Quota belong to AAMAL as license holder, then creditors of AAMAL could seek payment from the China Securities held under the QFII Quota. QFII Regulations. The QFII Quota for investment in China Securities is measured by AAMAL's investments across all accounts that it manages that are invested in China Securities using the QFII Quota. Once$20 million or currency equivalent of the QFII Quota is invested China Securities, aggregate investment capital and profits may not be repatriated for a minimum of three months. Under the current regulatory regime, the Fund would generally not be permitted to repatriate principal or profits held under the QFII Quota until after the expiration of the three-month lockup period. The lock-up period for AAMAL's QFII Quota has passed; however, there can be no guarantee that SAFE will not extend this lock-up period or change regulations. Net realized profits for any financial year may not currently be repatriated until the completion of an audit by a registered accountant in China, payment of all applicable taxes and approval by SAFE. Repatriation of principal is treated differently and may result in a reduction in the QFII Nominee Quota, with no new injections of principal for client accounts utilizing the QFII Quota permitted without AAMAL as QFII license holder applying for and obtaining a new Quota, which cannot be guaranteed. After the three-month lock-up period, AAMAL has discretion to withdraw principal and net realized profits from investment in China Securities. Following the end of the three-month lock-up period, a restriction applies that limits the repatriation of principal and/or profit within any one month to 20% of total onshore assets held under the QFII Quota as at the end of the previous year. The application and interpretation of the QFII regulations are subject to uncertainty as to how they will be applied. RQFII Regulations. Where the Fund is invested through AAMAL's RQFII Quota, repatriation is subject to the RQFII regulations in effect from time to time ("RQFII Regulations"). Currently, there is no regulatory prior approval requirement for repatriation of funds from AAMAL's RQFII Quota. However, there is no certainty that regulatory restrictions will not be imposed on the repatriation of funds in the future. The RQFII license and the RQFII Regulations may be changed by the CSRC with little or no notice. The application and interpretation of the RQFII Regulations by the CSRC and SAFE are subject to uncertainty. |
27
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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RQFII Regulations apply to AAMAL's RQFII Quota as a whole. Thus, violations of the RQFII Regulations related to any additional RQFII quota obtained by AAMAL that is not allocated to the Fund could result in the revocation of or other regulatory action in respect of the RQFII quota held by AAMAL as a whole. Likewise, the ability of the Fund to make investments and/or repatriate monies from AAMAL's RQFII quota may be affected adversely by the activities of other investors utilizing any additional RQFII quota obtained by AAMAL. RQFII Systems Risk. The prevailing rules and regulations governing RQFIIs under the RQFII Regulations impose restrictions on investments and other operational aspects of investments which will restrict or affect the Fund's investments. RQFII Eligible Securities are generally subject to the following restrictions: i. each RQFII's investment in one listed company should not exceed 10% of the total outstanding shares of that company; and ii. the total shares held by all RQFIIs in the RQFII Eligible Securities of one listed company should not exceed 30 per cent of the total outstanding shares of that company. However, strategic investments in listed companies listed on the Chinese Stock Exchanges in accordance with the "Measures for the Administration of Strategic Investment of Foreign Investors in Listed Companies" are not subject to the above limits. Such rules and restrictions imposed by the Chinese government on RQFIIs may have an adverse effect on the Fund's liquidity and performance. AAMAL may select up to three PRC brokers (each a "PRC Broker") to act on its behalf in each of the Shanghai Stock Exchange and Shenzhen Stock Exchange. In the event of any default of either the relevant PRC Broker or the custodian appointed in respect of the Fund (the "PRC Custodian") (directly or through its delegate) in the execution or settlement of any transaction or in the transfer of any funds or securities in the PRC, the Fund may encounter delays in recovering its assets, which may in turn adversely impact the net asset value of the Fund. Stock Connect. In recent years, non-Chinese investors, including the Fund, have been permitted to make investments usually only available to foreign investors through a quota license or by purchasing from specified brokers in locations that have stock connect programs. China Stock Exchange-listed securities are available via brokers through the Stock Connect Programs. The Shenzhen and Shanghai Stock Connect Programs are securities trading and clearing programs developed between the Stock Exchange of Hong Kong, the China Securities Depository and Clearing Corporation Limited and either the Shanghai Stock Exchange or the Shenzhen Stock Exchange. They facilitate foreign investment in the PRC via brokers in Hong Kong. Investors through Stock Connect Programs are subject to PRC regulations and Shanghai or Shenzhen Stock Exchange listing rules, among others. These could include limitations on trading or suspension of trading. The regulations governing Stock Connect Programs are relatively new, untested and subject to changes which could adversely impact the Fund's rights with respect to the securities. As Stock Connect Programs are relatively new there are no assurances that the necessary systems to run the programs will function properly. |
28
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Stock Connect Programs are subject to aggregate and daily quota limitations on purchases and the Fund may experience delays in transacting via Stock Connect Programs. Once the daily quota is reached, the remaining orders for that day are rejected. A-shares obtained on Stock Connect Programs may only be sold, purchased or otherwise transferred through Stock Connect Programs. Stock Connect Programs only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets for the corresponding settlement dates. Additionally, investments through Stock Connect Programs are subject to various risks, including liquidity risk, currency risk, legal and regulatory uncertainty risk, execution risk, operational risk, tax risk, counterparty risk and credit risk. |
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Investments in Unseasoned Companies While we invest a substantial portion of our assets in the securities of established China companies, we also may invest in the securities of smaller, less seasoned China companies. Investments in the securities of these less seasoned China companies may present greater opportunities for growth but also involve greater risks than are customarily associated with investments in securities of more established companies. The securities of smaller, less seasoned China companies may be subject to more abrupt and erratic market price movements than larger, more established companies. We have not established any minimum capitalization or length of operating history for the smaller, less seasoned issuers in whose securities we may invest. Additionally, these companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group. Investments in larger companies present certain advantages in that such companies generally have greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities, more stability and greater depth of management and technical personnel. |
X |
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Latin American Market Risk The Latin American securities markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the securities of many companies in Latin American countries may be held by a limited number of persons, which may limit the number of securities available for investment by the Fund. The limited liquidity of Latin American country securities markets may also affect the Fund's ability to acquire or dispose of securities at the price and time it wishes to do so. |
X |
X |
X |
29
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
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Lower-Rated (High Risk) and Non-Rated Securities The Fund's investments in lower-rated and non-rated securities will subject the Fund to substantial risk of loss. Investments in lower-rated and non-rated securities 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 lower-rated and non-rated securities 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 lower-rated and non-rated securities. The Fund's investments in lower-rated and non-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. |
X |
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Risks Associated with Indonesian Markets The limited liquidity of the Indonesian and other foreign securities markets may also affect the Fund's ability to acquire or dispose of securities at a price and time that it wishes to do so. Accordingly, in periods of rising market prices, the Fund may be unable to participate in such price increases fully to the extent that it is unable to acquire desired portfolio positions quickly; conversely the Fund's inability to dispose fully and promptly of positions in declining markets will cause its net asset value to decline as the value of unsold positions is marked to lower prices. The Indonesian securities market is an emerging market characterized by a small number of company listings, high price volatility and a relatively illiquid secondary trading environment. These factors, coupled with restrictions on investment by foreigners and other factors, limit the supply of securities available for investment by the Fund. This will affect the rate at which the Fund is able to invest in Indonesian and other foreign securities, the purchase and sale prices for such securities and the timing of purchases and sales. |
X |
30
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
Risks of Concentrating Investments in Brazil The Fund's performance will be influenced by political, social and economic factors affecting Brazil. Special risks include exposure to currency fluctuations, less liquidity, less developed or efficient trading markets, lack of comprehensive company information, political instability and differing accounting and legal standards. Because the Fund's investments are concentrated in Brazil, the Fund's performance could be more volatile than that of more geographically diversified funds. As an emerging market, the Brazilian market tends to be more volatile than the markets of more mature economies, and generally has a less diverse and less mature economic structure and a less stable political system than those of developed countries. Certain political, economic, legal and currency risks have contributed to a high level of price volatility in the Brazilian equity and currency markets and could adversely affect investments in the Fund. Brazil has historically experienced high rates of inflation and may continue to do so. Inflationary pressures may slow the rate of growth of the Brazilian economy and may lead to further government intervention in the economy, which could adversely affect the fund's investments. Brazil continues to suffer from chronic structural public sector deficits. Unanticipated political or social developments may result in increased volatility in the Fund's share price and sudden and significant investment losses. |
X |
||||||||||||||||||||||||||||||
Risks of Foreign Investments in Certain Southeast Asian Countries Investments in ASEAN countries, such as Thailand, Indonesia and the Philippines may involve political and economic risks of the type described above for investments in Asian securities. In particular, all three countries have in the recent past experienced political and social upheavals, although there are no conflicts currently under way which appear to represent an imminent threat to the stability of the central government in any of the countries. These factors, among others, will be considered by the investment adviser when and if any investment is to be made in securities of companies impacted by those economies. |
X |
X |
X |
X |
|||||||||||||||||||||||||||
Risks of Investing in Israel Investment in Israeli issuers involves risks that are specific to Israel, including legal, security, regulatory, political, and economic risks. Israel's economy is dependent upon external trade with other economies, specifically the United States and European Union countries. The government of Israel may change the way in which Israeli companies are taxed, or may impose taxes on foreign investment. Such actions could have a negative impact on the overall market for Israeli securities and on the Fund. The Israeli securities markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Fund may be inhibited. Israel's relations with Palestinians and its neighboring countries Lebanon, Syria and Iran, among others, have at times been strained due to territorial disputes, historical animosities or defense concerns, which may cause uncertainty in the Israeli markets and adversely affect the overall economy. |
X |
31
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
Risks of Investing in Mexico Investment in Mexican issuers involves risks that are specific to Mexico, including regulatory, political and economic risks. The Mexican economy, among other things, is dependent upon external trade with other economies, specifically with the U.S. As a result, Mexico is dependent on, among other things, the U.S. economy and any change in the price or demand for Mexican exports may have an adverse impact on the Mexican economy. The North American Free Trade Agreement ("NAFTA") is currently being renegotiated and as a result may be significantly amended or terminated. If NAFTA is terminated or amended in a manner adverse to Mexican interests, the economy of Mexico may be significantly adversely affected. Recently, Mexico has experienced an outbreak of violence related to drug trafficking. Incidents involving Mexico's security may have an adverse effect on the Mexican economy and cause uncertainty in its financial markets. In the past, Mexico has experienced high interest rates, economic volatility and high unemployment rates. |
X |
X |
X |
||||||||||||||||||||||||||||
Risks of Investing in Singapore Investments in Singaporean issuers may subject the Fund to legal, regulatory, political, currency and economic risks specific to Singapore. Specifically, political and economic developments of its neighbors may have an adverse effect on Singapore's economy. In addition, because its economy is export driven, Singapore relies heavily on its trading partners. China is a major purchaser of Singapore's exports and serves as a source of Singapore's imports. Singapore derives a significant portion of its foreign investments from China. Singapore also has substantial economic exposure to Malaysia, Hong Kong, and the United States. As a result, Singapore's economy is susceptible to fluctuations in the world economy. A downturn in the economies of China, Malaysia, Hong Kong, or the United States, among other countries or regions, could adversely affect Singapore's economy. In addition, Singapore's economy may be particularly vulnerable to external market changes due to its smaller size. |
X |
||||||||||||||||||||||||||||||
Investment in Other Investment Companies Risk As with other investments, investments in other investment companies are subject to market and selection risk. In addition, if the Fund acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies. |
X |
X |
|||||||||||||||||||||||||||||
Tax Risk The Fund may invest in securities of which the federal income tax treatment may not be clear or may be subject to recharacterization by the Internal Revenue Service (the "IRS"). It could be more difficult for the Fund to comply with the United States tax requirements applicable to regulated investment companies, or with other tax requirements applicable to foreign investors, if the tax characterization of the Fund's investments or the tax treatment of the income from such investments were successfully challenged by the IRS. |
X |
X |
X |
32
Applies to AEF |
Applies to ABE |
Applies to ISL |
Applies to IF |
Applies to LAQ |
Applies to SGF |
Applies to GCH |
|||||||||||||||||||||||||
Unlisted Equity Securities The Fund may invest up to 15% of its assets in unlisted equity securities. Because the market for unlisted securities is not liquid, it may be difficult for the Fund to sell these securities at a desirable price. Unlisted securities are not subject to the disclosure and other investor protection requirements of law applicable to listed securities. |
X |
X |
X |
||||||||||||||||||||||||||||
When-Issued and Delayed Delivery Securities Risk When-issued and delayed delivery securities include the purchase or sale of securities for delivery at a future date. The market value may change before delivery. |
X |
||||||||||||||||||||||||||||||
High Portfolio Turnover Risk A Fund that engages in active and frequent trading of portfolio securities, which would result in a higher portfolio turnover rate, may incur increased costs, which can lower the actual return of the Fund. High portfolio turnover may also increase short term gains and losses, which may affect taxes that must be paid. |
X |
X |
33
EXPENSE TABLE FOR SHAREHOLDERS
Total Expenses Table for Shareholders of the Funds as of June 30, 2017
The following tables illustrate the anticipated difference in the Total Expense Ratio for the shareholders of each Fund expected as a result of the Reorganizations. The tables sets forth (i) the Total Expense Ratio for each Fund for the 12-month period ended June 30, 2017; (ii) the pro forma Total Expense Ratio for the Combined Fund, both pre and post a 50% reduction in assets as a result of the estimated capital gain distributions and tender offer, assuming all of the Reorganizations had taken place on June 30, 2017, which represents, in Aberdeen's view, the most likely combination of the Reorganizations and the combination of the Reorganizations that would result in the lowest Total Expense Ratio for the Combined Fund; and (iii) the pro forma Total Expense Ratio for the Combined Fund, both pre and post a 50% reduction in assets as a result of the estimated capital gain distributions and tender offer, assuming only the Reorganization of IF into AEF had taken place on June 30, 2017, which represents the combination of completed Reorganizations that would result in the highest Total Expense Ratio for the Combined Fund. The Total Expense Ratio includes estimated costs associated with the Combined Fund's anticipated use of leverage. For this purpose, the Total Expense Ratio assumes a rate of leverage of 10% of the Combined Fund's total assets at an annual interest rate of 2.30%, which rate is based on market rates as of the date of this Joint Proxy Statement/Prospectus.
The level of expense savings will vary depending on the combination of the proposed Reorganizations and the resulting size of the Combined Fund, and furthermore, there can be no assurance that future expenses will not increase or that any expense savings for any Fund will be realized. Because each of the Reorganizations may occur whether or not the other Reorganizations are approved, several combinations are possible and the pro forma effects on operating expenses for all possible combinations are not illustrated in the table below. The scenarios presented below, however, capture the high and low range of possible pro forma outcomes.
The Board of each Fund believes that the completion of the Reorganizations would result in a reduced Total Expense Ratio for the shareholders of each Fund, except for SGF and LAQ when considering the Combined Fund's Net Total Expense Ratio including leverage costs after a 50% reduction in assets, because certain fixed administrative costs would be spread across the Combined Fund's larger asset base. In addition, the Investment Adviser has contractually agreed to cap the Combined Fund's expenses at 1.20% (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) for a period of two years from the closing of the first Reorganization.
The following table shows each Fund's current expenses, as a percentage of net assets attributable to common shares, for the twelve months ended June 30, 2017.
Shareholder Transaction Expenses |
ABE |
ISL |
IF |
LAQ |
SGF |
GCH |
|||||||||||||||||||||
Maximum Sales Load (as a percentage of the offering price) imposed on purchases of common shares(a) |
None |
None |
None |
None |
None |
None |
|||||||||||||||||||||
Dividend Reinvestment and Cash Purchase Plan Fees |
None |
None |
None |
None |
None |
None |
|||||||||||||||||||||
Annual Operating Expenses |
|||||||||||||||||||||||||||
Management Fee |
1.07 |
% |
1.08 |
% |
0.98 |
% |
0.84 |
% |
0.74 |
% |
0.99 |
% |
|||||||||||||||
Other Expenses |
0.48 |
% |
0.65 |
% |
0.63 |
% |
0.47 |
% |
0.66 |
% |
0.78 |
% |
|||||||||||||||
Total Annual Fund Operating Expenses |
1.55 |
% |
1.73 |
% |
1.61 |
% |
1.31 |
% |
1.40 |
% |
1.77 |
% |
|||||||||||||||
Less: Expense Waivers(b) |
0.04 |
% |
0.22 |
% |
0.02 |
% |
0.02 |
% |
0.01 |
% |
0.01 |
% |
|||||||||||||||
Total Annual Fund Operating Expenses After Expense Waivers |
1.51 |
% |
1.51 |
% |
1.59 |
% |
1.29 |
% |
1.39 |
% |
1.76 |
% |
(a) No sales load will be charged in connection with the issuance of the Acquiring Fund Shares as part of the Reorganizations. Common shares are not available for purchase from the Funds but may be purchased on the NYSE or NYSE American through a broker-dealer. Common shares purchased in the secondary market may be subject to brokerage commissions or other charges.
(b) AAML, as investment adviser to ABE, ISL and LAQ, and AAMAL, as investment adviser to GCH, have each entered into written contracts with the relevant Fund to waive certain fees. AAML has entered into a written contract with each of ABE, ISL and LAQ to waive a portion of is management fee. These waivers may not be terminated prior to the end of the current term of each Fund's advisory agreement. AAMAL has entered into a written contract with GCH to limit total ordinary operating expenses from exceeding 2.00%
34
of the average net assets of GCH on an annualized basis through [December 31, 2017], excluding any interest, taxes, brokerage fees, short sale dividend and interest expenses and non-routine expenses. In addition, AAMI, the investor relations services agent to each of the Funds, has capped investor relations fees paid by each Fund to an annual rate of 0.05% of the Fund's average weekly net assets.
The following table shows the estimated pro forma expenses, as a percentage of net assets attributable to common shares, for the Combined Fund based on each Fund's assets of June 30, 2017.
Shareholder Transaction Expenses |
Pro forma Combined Fund (IF into AEF) Pre-Tender Offer(b) |
Pro forma Combined Fund (All Target Funds and GRR* into AEF) Pre-Tender Offer(b) |
Pro forma Combined Fund (IF into AEF) Post-Tender Offer (50%)(b) |
Pro forma Combined Fund (All Target Funds and GRR* into AEF) Post-Tender Offer (50%)(b) |
|||||||||||||||
Maximum Sales Load (as a percentage of the offering price) imposed on purchases of common shares(a) |
None |
None |
None |
None |
|||||||||||||||
Dividend Reinvestment and Cash Purchase Plan Fees |
None |
None |
None |
None |
|||||||||||||||
Annual Total Expenses (as a percentage of average net assets attributable to common shares) |
|||||||||||||||||||
Investment Management Fees |
0.90 |
% |
0.81 |
% |
0.90 |
% |
0.86 |
% |
|||||||||||
Interest Payments on Borrowed Funds(c) |
0.23 |
% |
0.23 |
% |
0.23 |
% |
0.23 |
% |
|||||||||||
Other Expenses |
0.49 |
% |
0.34 |
% |
0.68 |
% |
0.45 |
% |
|||||||||||
Total Annual Fund Operating Expenses |
1.62 |
% |
1.38 |
% |
1.81 |
% |
1.54 |
% |
|||||||||||
Less: Expense Waivers(d) |
0.16 |
% |
0.00 |
% |
0.33 |
% |
0.08 |
% |
|||||||||||
Total Annual Fund Operating Expenses After Expense Waivers(e) |
1.46 |
% |
1.38 |
% |
1.48 |
% |
1.46 |
% |
* The proposed reorganization of GRR into the Acquiring Fund is presented to GRR's shareholders in a separate proxy statement/prospectus; however, GRR is included with the Target Funds as part of the Combined Fund.
(a) No sales load will be charged in connection with the issuance of the Acquiring Fund Shares as part of the Reorganizations. Common shares are not available for purchase from the Funds but may be purchased on the NYSE or NYSE American through a broker-dealer subject to individually negotiated commission rates. Common shares purchased in the secondary market may be subject to brokerage commissions or other charges.
(b) Assumes the Reorganizations had taken place on June 30, 2017.
(c) Assumes a rate of leverage of 10% of the Combined Fund's total assets at an annual interest rate of 2.30%, which rate is based on market rates as of the date of this Joint Proxy Statement/Prospectus.
(d) In connection with the proposed Reorganizations, the Investment Adviser has contractually agreed to limit the total operating expenses of the Combined Fund (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) from exceeding 1.20% of the average weekly net assets of the Fund on an annualized basis for a period two years from the closing of the first Reorganization. The Combined Fund will be authorized to reimburse the Investment Adviser for management fees previously limited and/or for expenses previously paid by the Investment Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the date when the Investment Adviser limited the fees or reimbursed the expenses and the reimbursements do not cause the Combined Fund to exceed the lesser of the applicable expense limitation in the contract at the time the fees were limited or expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the Investment Adviser.
(e) Total Annual Fund Operating Expenses After Expense Waivers excluding Interest Payments on Borrowed Funds would be 1.20%, 1.14%, 1.20% and 1.20%, respectively.
The following example is intended to help you compare the costs of investing in the common shares of the Combined Fund pro forma if the applicable Reorganization is completed with the costs of investing in each of the Target Funds without the Reorganization. An investor in common shares would pay the following expenses on a $1,000 investment, assuming (1) the Total Expense Ratio (including leverage costs, if applicable) for each Fund set forth in the total expenses table above and (2) a 5% annual return throughout the period. The Total
35
Expense Ratio for each Pro Forma Combined Fund includes estimated leverage costs assuming the use of leverage in the amount of 10% of the Combined Fund's total assets at an annual interest rate of 2.30%.
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||||||
ABE |
$ |
15 |
$ |
49 |
$ |
84 |
$ |
184 |
|||||||||||
ISL |
$ |
15 |
$ |
52 |
$ |
92 |
$ |
202 |
|||||||||||
IF |
$ |
16 |
$ |
51 |
$ |
87 |
$ |
191 |
|||||||||||
LAQ |
$ |
13 |
$ |
41 |
$ |
72 |
$ |
158 |
|||||||||||
SGF |
$ |
14 |
$ |
44 |
$ |
76 |
$ |
168 |
|||||||||||
GCH |
$ |
18 |
$ |
56 |
$ |
96 |
$ |
208 |
|||||||||||
Pro Forma Combined Fund (All Target Funds and GRR* into AEF) Pre-Tender Offer |
$ |
14 |
$ |
44 |
$ |
76 |
$ |
166 |
|||||||||||
Pro Forma Combined Fund (IF into AEF) Pre-Tender Offer |
$ |
15 |
$ |
48 |
$ |
85 |
$ |
189 |
|||||||||||
Pro Forma Combined Fund (All Target Funds and GRR* into AEF) After 50% Reduction in Assets |
$ |
15 |
$ |
47 |
$ |
82 |
$ |
182 |
|||||||||||
Pro Forma Combined Fund (IF into AEF) After 50% Reduction in Assets |
$ |
15 |
$ |
50 |
$ |
92 |
$ |
207 |
* The proposed reorganization of GRR into the Acquiring Fund is presented to GRR's shareholders in a separate proxy statement/prospectus; however, GRR is included with the Target Funds as part of the Combined Fund.
The examples set forth above assume common shares of each Fund were owned as of the completion of the Reorganizations and the reinvestment of all dividends and distributions and uses a 5% annual rate of return as mandated by SEC regulations. The examples should not be considered a representation of past or future expenses or annual rates of return. Actual expenses or annual rates of return may be more or less than those assumed for purposes of the examples.
The estimated Net Total Expense Ratio for the Combined Fund set out in the tables above include the estimated costs associated with the Combined Fund's anticipated use of leverage, but do not take into account the increase in assets that would result from the Combined Fund's use of leverage. Excluding the estimated costs associated with the Combined Fund's anticipated use of leverage, the estimated Net Total Expense Ratio of the Combined Fund would be lower than that of each Target Fund. If the Combined Fund's assets were increased to include assets acquired with leverage, the net total expense ratio of the Combined Fund is estimated to be 1.25% pre-tender offer and 1.32% post-tender offer (assuming a maximum reduction in Combined Fund net assets of 50% as a result of the capital gain distributions and tender offer) on a historical and pro forma basis for the 12-month period ended June 30, 2017.
The change in the Net Total Expense Ratio for the shareholders of each of the Target Funds is shown in the following table, post-tender offer, both including and excluding estimated leverage costs of the Combined Fund:
Net TER for 12 months ended June 30, 2017 (no leverage costs)* |
Estimated Net TER for Combined Fund (excluding leverage costs and after 50% reduction in assets)** |
Difference |
Estimated Net TER for Combined Fund (including leverage costs and after 50% reduction in assets)** |
Difference |
|||||||||||||||||||
ABE |
1.51 |
% |
-0.31 |
% |
-0.05 |
% |
|||||||||||||||||
ISL |
1.51 |
% |
-0.31 |
% |
-0.05 |
% |
|||||||||||||||||
IF |
1.59 |
% |
1.20 |
% |
-0.39 |
% |
1.46 |
% |
-0.13 |
% |
|||||||||||||
LAQ |
1.29 |
% |
-0.09 |
% |
0.17 |
% |
|||||||||||||||||
SGF |
1.39 |
% |
-0.19 |
% |
0.07 |
% |
|||||||||||||||||
GCH |
1.76 |
% |
-0.56 |
% |
-0.30 |
% |
* Each of the Target Funds does not currently use leverage.
** The Investment Adviser has contractually agreed to cap expenses of the Combined Fund to 1.20% (excluding leverage costs, taxes, and non-routine/extraordinary expenses).
Because of the expected expense savings and other benefits to each of the Funds, the Funds will be responsible for their own Reorganization expenses. Each Fund will bear expenses incurred in connection with the Reorganizations that are not reflected in "Other Expenses," including, but not limited to, costs related to the preparation and distribution of materials distributed to each Fund's Board, expenses incurred in connection with the
36
preparation of the Reorganization Agreements and the registration statement on Form N-14, the printing and distribution of this Joint Proxy Statement/Prospectus and any other materials required to be distributed to shareholders, SEC and state securities commission filing fees, legal and audit fees in connection with the Reorganizations, including legal fees incurred preparing each Fund's Board materials, attending each Fund's Board meetings and preparing the minutes, audit fees associated with each Fund's financial statements, stock exchange fees, transfer agency fees, portfolio transfer taxes (if any) and any similar expenses incurred in connection with the Reorganizations, which will be borne directly by the respective Fund incurring the expense or allocated among the Funds proportionately, based on relative net assets or on another reasonable basis, as appropriate.
GCH has a contractual expense limitation agreement in place with AAMAL. To the extent that GCH's expenses exceed its expense limit, AAMAL will bear such expenses, including expenses described above related to the Reorganization. GCH is currently operating below its expense limit and AAMAL will only bear GCH's Reorganization expenses if and to the extent that the expenses exceed the cap.
Because each Fund has already incurred expenses solely and directly attributable to the Reorganizations, if each Fund's respective shareholders do not approve their Fund's Reorganization, such Fund will continue to be responsible for the expenses arising from its proposed Reorganization even though its proposed Reorganization will not occur and those expenses may be material.
The expenses of the Reorganizations are estimated to as follows:
Target Fund |
Total Reorganization Expenses |
Reorganization Expense Per Share |
|||||||||
ABE |
$ |
340,000 |
$ |
0.04 |
|||||||
IF |
$ |
240,000 |
$ |
0.03 |
|||||||
ISL |
$ |
260,000 |
$ |
0.07 |
|||||||
LAQ |
$ |
415,000 |
$ |
0.06 |
|||||||
SGF |
$ |
280,000 |
$ |
0.04 |
|||||||
GCH |
$ |
320,000 |
$ |
0.04 |
In addition, certain of the Funds will bear portfolio transaction costs associated with selling portfolio securities in advance of the applicable Reorganization in circumstances where local-market restrictions do not permit the in-kind transfer of such securities to the Acquiring Fund, and in some instances, the purchase of new securities that are in line with the Acquiring Fund's investment strategy. These estimated costs are shown in the table below; however, the final amount of such costs will depend on market conditions at the time such sales and purchases are made.
Target Fund |
Total Portfolio Transaction Costs |
Portfolio Transaction Costs per Share |
|||||||||
ABE |
$ |
316,000 |
$ |
0.033 |
|||||||
LAQ |
$ |
336,800 |
$ |
0.045 |
|||||||
SGF |
$ |
1,500 |
$ |
0.000 |
|||||||
GCH |
$ |
86,500 |
$ |
0.010 |
Further, the Combined Fund will be required to rebalance its portfolio after the Reorganizations are consummated, the portfolio transactions costs of which will be shared by all shareholders of the Combined Fund. Such costs are estimated to be $1,800,000, or $0.02 per share; however, the final amount of such costs will depend on market conditions at the time such sales and purchases are made.
The actual costs associated with the proposed Reorganizations may be more or less than the estimated costs discussed herein.
Neither the Funds nor the Investment Adviser or its affiliates will pay any direct expenses of shareholders arising out of or in connection with the Reorganizations (e.g., expenses incurred by the shareholder as a result of attending the shareholder meeting, voting on the Reorganizations or other action taken by the shareholder in connection with the Reorganizations).
37
REASONS FOR THE REORGANIZATIONS
Based on the considerations below, the Board of each Target Fund voting separately, including the Independent Directors, has determined that the Target Fund's Reorganization would be in the best interests of the Target Fund and that the interests of the Target Fund's existing shareholders would not be diluted as a result of the Reorganization. The Board of each Target Fund approved the Target Fund's Reorganization and recommends that shareholders of the Target Fund approve such Reorganization. The Board of the Acquiring Fund also approved each Reorganization and determined that the each Reorganization would be in the best interests of the Acquiring Fund and that the interests of the Acquiring Fund's existing shareholders would not be diluted as a result of the Reorganization.
Background and Reasons for the Proposed Reorganization
The Funds were initially launched at times when it was difficult for investors to obtain investment exposure to the types of securities in which the Funds invest. The markets in which the Funds invest have evolved over time and there now are multiple ways in which investors can obtain that exposure. For example, American Depositary Receipts and exchange traded funds giving access to Israeli securities are available, providing liquid and cost-effective access for investors. In addition, the Funds' shares have tended to trade in recent years at prices that are below their net asset values, although there have been times when, due to implementation of discount reduction mechanisms or otherwise, one or more of the Funds have traded at prices above their net asset values.
Over the years, the investment adviser and the Board of each Fund have regularly analyzed options to address the discount at which Fund shares have traded. As a result of those considerations, one of more Funds have taken certain actions, including implementing tender offers, share buyback programs and managed distributions. Nonetheless, discounts have persisted and, for most of the Target Funds, institutional investors have accumulated significant holdings. Given the size of these holdings, these Target Funds are vulnerable to shareholder proposals that could be costly to such Target Funds, distracting to management and potentially detrimental to certain investors. In light of the changes in the markets and the potential for activism, an affiliate of the investment adviser of each Fund undertook an analysis of available alternatives, ultimately recommending a consolidation of all of the Funds into a single Aberdeen-advised fund, which would be restructured to have an emerging markets equity income strategy. The recommendation included conducting a tender offer post-consolidation to provide liquidity to shareholders and increase the likelihood of shareholder support. The Boards asked for further analysis supporting this recommendation and other available alternatives, such as a liquidation of a Fund.
After further review and consideration, the Boards were tentatively in favor of pursuing a consolidation followed by a tender offer. Certain Target Fund Boards were advised that it would be difficult, if not impossible, to obtain the shareholder vote necessary to implement the consolidation without the support of certain institutional holders. These Target Fund shareholders subsequently advised that they support a consolidation and that, given the significant change to the strategy of each Fund that would result from the consolidation, it would, in their view, be advisable and appropriate for the Combined Fund to conduct a tender offer in order to provide liquidity to former shareholders of the Funds that may not wish to remain invested in a fund with an emerging markets equity income focus. Each Board considered that the tender offer would provide an opportunity for shareholders to sell at least a portion of their shares of the Combined Fund at a price close to NAV.
The Board of each Fund further considered the consolidation in detail, including that the Board for the Combined Fund was proposed to include certain individuals who currently serve as Board members of one or more of the Target Funds and the range of sizes of a tender offer that might be conducted after the consolidation. The Boards recognized that the size of the tender offer should be limited so that the Combined Fund maintains sufficient assets in order to achieve certain benefits of a consolidation. For example, higher trading volume is generally associated with a larger fund. Nonetheless, the Board of each Fund was of the view that a tender offer of a meaningful size post-consolidation is reasonable and appropriate. In considering the tender amount, the Boards were also cognizant that the Combined Fund will realize capital gains in connection with the realignment of its portfolio following consolidation and that the distributions of those gains would further shrink the size of the Combined Fund. With these considerations in mind, each of the Funds entered into a Standstill Agreement with CoL, a large shareholder of certain Funds, which requires the Combined Fund to commence a tender offer for shares of the Combined Fund at 99% of NAV in an amount that, together with capital gains accrued by the Combined Fund and to be distributed in 2018, will aggregate up to a maximum distribution of 50%, and not less than 40%, of the net assets of the Combined Fund. The size and final terms of the offer will be determined at a later date.
38
In addition to agreeing to conduct a tender offer on the terms described above, the Standstill Agreement requires the Combined Fund to establish a targeted discount policy, which will seek to manage the Combined Fund's share trading discount by: (1) committing the Combined Fund to buy back shares in the open market when the Combined Fund's shares trade at a discount of 10% or more to NAV and (2) undertaking a 15% tender offer if the average discount exceeds 11% of NAV over any rolling twelve-month period commencing on the closing of the consolidation and ending on December 31, 2019, provided that the Combined Fund shall not be required to conduct more than one tender offer during such period. Also pursuant to the Standstill Agreement, the Combined Fund's expense ratio will be capped at 1.20% (excluding leverage costs, taxes and non-routine/extraordinary expenses) through December 31, 2019, which the Investment Adviser has agreed to extend until two years from the date of the first Reorganization closing.
Pursuant to the Standstill Agreement, CoL has agreed to (1) tender all shares of the Combined Fund beneficially owned by it in the proposed tender offer, (2) vote all shares beneficially owned in favor of all Director nominees and proposals submitted at the 2018 special and/or annual meetings relating to the consolidation and (3) be bound by certain "standstill" covenants through December 31, 2019.
If the Acquiring Fund or any Target Fund fails to complete the applicable Reorganization on or before the end of the second calendar quarter of 2018 or the Combined Fund fails to complete the proposed tender offer and distribute the proceeds of the tender offer in cash to the participating shareholders on or before the end of the third calendar quarter of 2018, the Standstill Agreement will terminate and be of no further force or effect unless the parties agree to extend the time period for such actions. The Standstill Agreement will remain in full force and effect until the earliest of: (i) December 31, 2019; (ii) termination of the Standstill Agreement as described above; and (iii) such other date mutually agreed in writing between the Funds and CoL.
Board Considerations Relating to the Consolidation
Each Target Fund Board considered its Target Fund's Reorganization over a series of meetings (collectively, the "Meetings"). The Boards of ABE, ISL, IF and LAQ each met on June 13, 2017, August 23, 2017 (ISL only), September 6, 11 and 12, 2017 and October 2, 2017. The Boards of SGF and GCH met separately on June 13, 2017, September 11 and 12, 2017 and October 2, 2017. In preparation for the Meetings, the Investment Adviser or its affiliates provided the relevant Board with detailed information regarding the proposed Reorganizations, including the rationale therefor and potential alternatives that might be considered instead of the Reorganizations. The Board of each Fund met in executive sessions with counsel and without representatives of the Fund's investment adviser present to discuss the Fund's proposed Reorganization. Each Board considered a number of factors presented at the applicable Meetings in reaching its determination with respect to the relevant Fund, including, but not limited to, the following:
• potential for improved economies of scale and a lower Total Expense Ratio than the Fund;
• alternatives to the Reorganization;
• the potential effects of the Reorganization on the distributions of the Fund;
• the potential effects of the Reorganization on the Fund's discount to NAV;
• the differences between and compatibility of the Funds' investment objectives, policies and related risks;
• consistency of portfolio management;
• the potential for improved secondary market trading;
• the potential for operating and administrative efficiencies;
• the anticipated tax-free nature of the Reorganization;
• the potential effects on the Fund's capital loss carryforwards;
• the effects on the Fund's undistributed net investment income and capital gains, if any;
• the expected costs of the Reorganization;
• the terms of the Reorganization and whether the Reorganization would dilute the interests of shareholders of the Fund;
• the effect of the Reorganization on shareholder rights; and
• any potential benefits of the Reorganizations to the investment adviser and its affiliates.
39
Potential for Improved Economies of Scale and Potential for a Lower Expense Ratio. Each Board considered the fees and Total Expense Ratio of the relevant Fund (including estimated expenses of the Combined Fund after the applicable Reorganizations). The contractual management fee rate of the Combined Fund will be:
• 0.90% of the first $250 million of the fund's average weekly net assets;
• 0.80% on the next $250 million; and
• 0.75% on amounts above $500 million.
The Board of each of ABE, ISL and IF considered that the contractual management fee rate of the Combined Fund will be the same or lower than the current contractual management fee rate of the relevant Fund, which are as follows:
Target Fund |
Contractual Management Fee Rate |
||||||
ABE |
• 1.25% of the first $100 million of the Fund's average weekly market value or net assets (whichever is lower), • 1.125% on the next US$100 million; and • 1.00% of such assets over $200 million. |
||||||
ISL |
• 1.30% of the first $50 million of the Fund's average weekly market value or net assets (whichever is lower), • 1.25% of such assets between $50 million and $100 million, • 1.20% of such assets between $100 million and $150 million, • 1.15% of such assets between $150 million and $200 million, • 1.05% of such assets over $200 million. |
||||||
IF |
• 1.00% of the first $50 million of the Fund's average weekly net assets, • 0.95% of such assets between $50 million and $100 million, • 0.90% of such assets over $100 million. |
The Board of each of LAQ and GCH considered that the contractual management fee rate of the Combined Fund will be the same or lower at certain asset levels, but higher at other asset levels, than the current contractual management fee rate of the relevant Fund, which are as follows:
Target Fund |
Contractual Management Fee Rate |
||||||
LAQ |
• 1.00% of the first $100 million of the Fund's average weekly market value or net assets (whichever is lower), • 0.90% of such assets between $100 million and $150 million, • 0.80% of such assets over $150 million. |
||||||
GCH |
• 1.00% of the Fund's average weekly net assets up to $100 million, • 0.90% of the Fund's average weekly net assets between $100 million and $200 million, • 0.75% of the Fund's average weekly net assets in excess of $200 million. |
The Board of SGF considered that the contractual management fee rate of the Combined Fund will be higher than the current contractual management fee rate of the Fund, which is:
• 0.80% of the first $50 million;
• 0.66% in excess of $50 million.
The Board of each of ABE, LAQ and ISL noted that the Combined Fund's fee is paid on net assets, whereas the management fee for each of ABE, LAQ and ISL is paid on net assets or the Fund's market value, whichever is lower. The Board of each of LAQ, GCH and SGF considered that the Combined Fund's contractual management fee rate is higher at certain asset levels (not currently implicated) in the case of LAQ and GCH or at all asset levels in the case of SGF than those of the relevant Target Fund. However, the Board of each of ABE, LAQ, ISL, GCH and SGF also considered that the Combined Fund would still be competitively priced relative to peers. In addition, other costs of the Combined Fund would be lower than those of the relevant Fund, as reflected in the estimated Total Expense Ratio, which is expected to be lower than that of the relevant Fund as a result of the anticipated increase in assets as a result of the Reorganizations and the two-year expense cap of 1.20% agreed to by Aberdeen. Each Board also noted that the Combined Fund's planned use of leverage would not increase the management fee paid by the Combined Fund because it is paid on net assets and not total managed assets.
40
Each Board considered that the management fee of the Combined Fund has breakpoints, which are intended to reflect the anticipated economies of scale in managing the Fund, and that Aberdeen intends to manage the Combined Fund in a similar fashion to other Aberdeen accounts and therefore Aberdeen will work to achieve economies of scale through relationships with brokers, administrative systems, and other operational efficiencies.
Each Board also considered that the administration fee payable to AAMI, an affiliate of the investment adviser to the Combined Fund, is the same as the administration fee payable to AAMI by each of the Funds currently, and that the Combined Fund's custodian and sub-administrator and the fees payable for custody and sub-administration services are the same as for each Fund.
Each Board considered that the Reorganizations would result in a Net Total Expense Ratiofor the Combined Fund, excluding the costs of leverage anticipated to be used by the Combined Fund, estimated to be 1.12% (pre-tender offer) and 1.20% (post-tender offer (assuming a maximum reduction in Combined Fund net assets of either 40% or 50% as a result of the capital gain distributions and tender offer)) using net assets as of August 31, 2017 assuming that all proposed Target Funds participate and a maximum cash tender and gain distribution of 50%, compared to the relevant Fund's Net Total Expense Ratio (after waivers) of 1.25% (LAQ), 1.53% (ISL), 1.59% (IF), 1.74% (GCH) (as of June 30, 2017) and 1.53% (ABE) and 1.45% (SGF) (as of April 30, 2017). Each Board also considered the anticipated remaining assets in the Combined Fund following a reduction in AUM due to a cash tender and capital gain distribution of 40% and 50% as well as the estimated gross and net expense ratios, as shown in the following table.
As of August 31, 2017 |
Pre-Tender Offer |
Post-Tender Offer (40%) |
Post-Tender Offer (50%) |
||||||||||||
Assets |
$ |
880,572,449 |
$ |
528,343,469 |
$ |
440,286,225 |
|||||||||
Estimated Expense Ratio |
1.12 |
% |
1.23 |
% |
1.28 |
% |
|||||||||
(Net of waiver) |
(1.20 |
%) |
(1.20 |
%) |
Each Fund's Board also considered that the Investment Adviser has agreed to cap the expenses of the Combined Fund at 1.20% (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) for a period of two years from the date of closing of the first Reorganization, regardless of how many Target Funds ultimately participate. There can be no assurance that future expenses will not increase. Moreover, the level of expense savings (or increases) will vary depending on which Target Funds ultimately participate in the proposed Reorganizations.
Alternatives to the Reorganizations. In reaching its decision to approve each Fund's respective Reorganization, the Board of such Fund considered various alternatives, including continuing to operate such Fund as a separate Fund or the liquidation of such Fund. Each Board discussed that investor demand for the relevant Fund has declined in part due to the introduction of single-country exchange-traded funds and/or other competitor products, which management believes has been a contributing factor to low trading volume and the Fund's wide discounts in recent years, making the continued viability of the relevant Fund more challenging and resulting in the potential for a future liquidation. Each Board considered that a reorganization may be a beneficial alternative to shareholders by avoiding the tax consequences of a liquidation.
Potential Effects of the Reorganizations on Distributions. The Combined Fund's dividend yield is expected to be higher than each Fund's dividend yield as shown in the table below based on an analysis of the Combined Fund's model portfolio as of August 2017 and assuming 10% leverage.
Fund |
Dividend Yield* |
Estimate of Model Portfolio Dividend Yield (assumes 10% leverage) |
Increase in Dividend Yield |
||||||||||||
ABE |
2.2 |
% |
4.1 |
% |
+1.9% |
||||||||||
ISL |
1.9 |
% |
4.1 |
% |
+2.2% |
||||||||||
IF |
2.0 |
% |
4.1 |
% |
+2.1% |
||||||||||
LAQ |
2.9 |
% |
4.1 |
% |
+1.2% |
||||||||||
SGF |
3.0 |
% |
4.1 |
% |
+1.1% |
||||||||||
GCH |
2.5 |
% |
4.1 |
% |
+1.6% |
* Source: Factset (as of August 2017)
41
A Fund's earnings and net investment income are variables, which depend on many factors, including its asset mix, portfolio turnover level, the amount of leverage utilized by the Fund, the costs of such leverage, the movement of interest rates and general market conditions. There can be no assurance that the future earnings of a Fund, including the Combined Fund after the Reorganizations, will not decline. In addition, the Combined Fund's future earnings may vary depending on which Funds ultimately participate in the proposed Reorganizations and the resulting size of the Combined Fund after the capital gain distributions and tender offer.
Potential Effects of the Reorganizations on Premium/Discount to NAV. Each Board noted that to the extent the shares of the relevant Fund are trading at a wider discount than the shares of the Acquiring Fund at the time of the Reorganizations, the Fund's shareholders would have the potential for an economic benefit by the possible narrowing of the discount; however, there is no guarantee of a narrower discount. If the reorganizing Fund is trading at a narrower discount than the Acquiring Fund, the opposite would occur. Each Board also considered that, pursuant to the terms of the Standstill Agreement, the Combined Fund will establish a targeted discount policy which will seek to manage the Fund's discount by buying back shares of common stock in the open market at times when the Fund's shares trade at a discount of 10% or more to NAV and by undertaking a 15% tender offer if the average discount exceeds 11% over a rolling 12 month period commencing on the closing of the consolidation and ending on December 31, 2019, provided that the Combined Fund shall only be required to conduct one tender offer pursuant to this provision during that period. The implementation of this policy, together with the larger size of the Combined Fund, its higher expected distribution rate and its broader investment mandate, have the potential, in the Boards' views, for maintaining a narrower discount than the Funds have tended to have. Of course, there can be no guarantee that the Combined Fund will trade at a narrower discount than the predecessor Funds.
Compatibility of the Investment Objectives, Policies and Related Risks. Each Board noted that the relevant Fund's shareholders will remain invested in an exchange-listed closed-end management investment company that will have substantially greater net assets than the Fund. Each Board noted that the greater assets of the Combined Fund compared to each Fund individually would also enable to the Combined Fund to have greater diversity of issuers and country exposure, which may reduce risk for the shareholders of each Fund that consolidates into the Combined Fund.
Each Board considered the similarities and differences of the investment objective and investment policies, as well as principal risks, of the relevant Fund with those of the Combined Fund. Each Board noted that the Combined Fund's investment objective will be to seek total return through a combination of capital appreciation and income and the Combined Fund will seek to achieve the income component of its new objective by investing primarily in dividend-paying equity securities. Each Board noted that the addition of an income component to the Combined Fund's investment objective and the addition of leverage, although different from each Fund's current objective and strategy, could benefit shareholders through a potentially higher dividend yield, as discussed further above.
LAQ, ISL, IF, ABE: The Board of each of LAQ, ISL and IF noted that the Combined Fund would continue to invest in equity securities, but would invest in emerging market equities broadly, without the single-country or regional focus that LAQ, ISL and IF have now. The Boards of LAQ and IF noted that although Latin American and Indonesian issuers could still be included in the Combined Fund's portfolio, the Combined Fund would also invest in other countries and regions. The Boards of LAQ and IF considered that, as a result, LAQ and IF shareholders would be subject to less risk associated with the countries and regions in which the respective Funds currently invest, but would become exposed to risks of countries in which the Funds do not currently invest. The Board of ABE considered that the Combined Fund would invest in securities of any market capitalization, which differs from ABE's current strategy of investing in emerging market small company issuers. The Board of ABE noted that, as a result, ABE would be subject to less risk of small cap companies but would be exposed to potentially different risks of mid-cap and large-cap issuers. The Boards of LAQ, IF and ABE considered that, other than such differences, the risks to which LAQ, IF, ABE and the Combined Fund are subject are substantially similar. The Board of ISL recognized that although Israel was an emerging market country when ISL was formed, it has since been designated as a developed market and therefore Israel is not expected to be represented in the portfolio of the Combined Fund. The Board of ISL considered that, as a result, shareholders of ISL would no longer have exposure to Israel as shareholders of the Combined Fund, and would be exposed to risks of emerging market countries.
SGF: The Board of SGF noted that the Combined Fund would continue to invest in equity securities, but would invest in emerging market country issuers, which is a change from SGF's focus on Singapore issuers. The Board of SGF considered that, although SGF shareholders would be exposed to greater diversification of issuers
42
and countries, they would become exposed to risks of emerging markets countries in which SGF does not currently invest.
GCH: The Board of GCH noted that the Combined Fund would continue to invest in equity securities, but would invest in emerging market equities generally, which is a change from GCH's focus on issuers that (i) are organized under the laws of, and have their principal place of business in, China and/or Hong Kong and/or Taiwan; or (ii) during their most recent fiscal year derived at least 50% of their revenues or profits from goods produced or sold, investment made or services performed in China and/or Hong Kong and/or Taiwan, or have at least 50% of their assets in China and/or Hong Kong and/or Taiwan. The Board of GCH considered that, although these countries would still be part of the Combined Fund's portfolio, the Combined Fund would also invest in other countries and regions. The Board of GCH noted that, as a result, GCH shareholders would be subject to less risk of China and other countries in which the Fund currently invests, but would become exposed to risks of countries and regions in which the Fund does not currently invest.
Each Board also discussed that the Combined Fund currently expects to use leverage in an amount between 5% and 15% of total assets, which can help to enhance the Combined Fund's return, but which also entails new risks for the Fund's shareholders.
Recognizing the significant differences between each Fund's investment focus and that of the Combined Fund, the Board of each Fund concluded that the consolidation is in the best interest of shareholders. While the Acquiring Fund will be the legal and tax survivor of the Reorganization, LAQ is expected to be the accounting survivor. As a result, LAQ's performance history will be the performance history of the Combined Fund.
Consistency of Portfolio Management and Portfolio Composition.
The Board of each of ISL, LAQ and ABE noted that Aberdeen Asset Managers Limited ("AAML") serves as the investment adviser to the relevant Fund, each of which is managed by the Global Emerging Markets (GEM) team. The Board noted that AAML also serves as the investment adviser to the Acquiring Fund, which is managed by the GEM team as well. The Board of each of IF, SGF and GCH noted that Aberdeen Asset Management Asia Limited, an affiliate of AAML, serves as the investment adviser to the relevant Fund and that the relevant Fund is managed by the Asian equity team. The Boards of IF, SGF and GCH noted that the Asian equity team is an integral part of the broader GEM team which utilizes resources based globally in Europe, Asia and South America.
Each Fund's Board considered that securities for the Combined Fund's portfolio would be selected from the existing universe of holdings researched and selected by the GEM team and that AAML's investment professionals manage a number of regional income focused equity strategies within its UK closed-end fund complex and considered the performance information for those funds. The Boards considered that in providing investment advisory services, AAML may use the resources of subsidiaries of Aberdeen Asset Management PLC ("Aberdeen PLC"). As of August 14, 2017, Aberdeen PLC became a direct subsidiary of Standard Life plc, which changed its name to Standard Life Aberdeen plc, as a result of a merger of the two companies. AAML, AAMAL and their affiliates are referred to herein as "Aberdeen". Aberdeen PLC affiliates have entered into a memorandum of understanding/personnel sharing procedures ("MOU/PSP") pursuant to which investment professionals from Aberdeen PLC affiliates may provide portfolio management, research and/or trade services to U.S. clients of AAML. As such, in addition to their own extensive resources and experience, the GEM team can draw on the full global investment resource of the Aberdeen group.
The Boards considered that certain Funds' portfolios would be realigned prior to the Reorganizations in order to facilitate the consolidation. The Boards noted that Aberdeen has determined that certain countries do not permit the in-kind transfer of securities from one Fund to the Combined Fund. As a result, based on the Fund's holdings, each of ABE, LAQ, SGF and GCH would require portfolio realignment prior to the proposed consolidation date. The relevant Board considered that, as of June 30, 2017, brokerage and/or related trading costs for the portfolio realignment are approximately 8 basis points (0.08%) of the market value of ABE's portfolio, which equates to approximately $0.012 per share, approximately 5 basis points (0.05%) of the market value of LAQ's portfolio, which equates to approximately $0.012 per share, approximately 2 basis points (0.02%) of the market value of SGF's portfolio, which equates to approximately $0.000 per share and approximately 1 basis point (0.01%) of the market value of GCH's portfolio, which equates to approximately $0.002 per share. Based on the valuation of the securities proposed to be sold in connection with the applicable portfolio realignment at the time of the Boards' considerations, it was not anticipated that capital gains would be realized in a sufficient amount that would require a capital gain distribution for any of such Funds prior to the applicable Reorganization.
43
In addition, each of the Boards considered that following the consolidation date, AAML will complete the realignment of the Combined Fund's portfolio to make it consistent with its new investment policies. The brokerage and/or related trading costs for the portfolio realignment, as of June 30, 2017, are expected to be approximately 19 basis points (0.19%) of the estimated market value of the Combined Fund's portfolio, which equate to approximately $0.015 per share, assuming the Reorganization of each of the Target Funds into the Acquiring Fund. The Boards noted that actual costs may vary based on market conditions at the time of realignment.
The Boards also considered that the Combined Fund would be required to sell portfolio securities in connection with a tender offer, the costs and tax impact of which would depend on the size of the tender offer. Each Board considered that the tender offer would be conducted at 99% of NAV, with the resulting accretion in NAV for remaining shareholders and thereby offsetting the costs of the tender offer.
Potential for Improved Secondary Market Trading. While it is not possible to predict trading levels at and following the time the Reorganizations close, each Board considered that the Combined Fund may provide greater secondary market liquidity for its common shares as it would be larger than the relevant Fund, which may result in tighter bid-ask spreads, better trade execution for the Combined Fund's shareholders when purchasing or selling Combined Fund shares and potential for improved premium/discount levels for the Combined Fund's common shares. Each Board also noted that the Combined Fund may experience potential benefits from having fewer closed-end funds in the market, including an increased focus by investors on the remaining funds in the market (including the Combined Fund) and additional research coverage.
Each Board considered that, although shareholders would be given an opportunity to exit the Combined Fund through a tender offer if they choose to do so, shareholders may also sell their remaining shares in the secondary market at a potentially narrower discount than each Fund is trading at currently, although there is no guarantee that the discount of the Combined Fund will be narrower than any Fund, at the closing of the consolidation or thereafter.
Potential for Operating and Administrative Efficiencies. Each Board noted that the Combined Fund may achieve certain operating and administrative efficiencies from its larger net asset size, including greater investment flexibility and investment options, greater diversification of portfolio investments, the ability to trade in larger position sizes, more favorable transaction terms and better trade execution.
Each Board also noted that the Combined Fund may experience potential benefits from having fewer similar funds in the same fund complex, including a simplified operational model and a reduction in risk of operational, legal and financial errors.
Anticipated Tax-Free Reorganization. Each Board noted that it is anticipated that shareholders of its Fund will recognize no gain or loss for U.S. federal income tax purposes as a result of the Reorganizations, as each Reorganization is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. However, taxable shareholders will be subject to tax if a Fund is required to distribute gains or income prior to the Reorganization and in connection with rebalancing the Combined Fund's portfolio and generation of cash in connection with a tender offer post-Reorganization. While difficult to estimate, each Fund's investment adviser currently expects that, assuming a maximum 50% post-consolidation tender offer and that each of the Target Funds consolidate, the taxable gain distributed to Combined Fund shareholders is expected to be 11.31% of Combined Fund assets, although it could be higher or lower depending on market conditions. Each Board considered that tax equalization would be used, whereby capital gains generated in connection with portfolio realignment of the Combined Fund or in connection with the tender offer can be deemed to have been distributed with the tender proceeds.
Capital Loss Carryforwards Considerations. Each Board considered that there is no loss of the capital loss carry-forwards of the relevant Target Fund upon Reorganization, and that the Combined Fund may, to the extent of the unrealized gain of a Target Fund as of the Reorganization, utilize the entire capital loss carry-forward of such Target Fund against post-Reorganization sales of securities held by such Target Fund pre-Reorganization without limit. Each Board noted that if there are additional capital loss carry-forwards remaining, the ability to utilize a Target Fund's capital loss carry-forwards by the Combined Fund would be subject to an annual limit. At the time of the Meetings, only one Target Fund, ABE, was expected to have additional capital loss carry-forwards that would be subject to an annual limit for use by the Combined Fund post-Reorganization.
Effects of the Reorganizations on Undistributed Net Investment Income and Capital Gains. Each Board noted that all of the undistributed net investment income ("UNII") and capital gains, if any, of the relevant Fund
44
is expected to be distributed to such Fund's respective shareholders prior to the Reorganizations if such Fund's Reorganization is approved by shareholders. Based on data as of June 30, 2017, it was estimated that only ISL and GCH would have gains and/or income to distribute prior to the Reorganization in the amount of 1.40% for ISL and 6.44% for GCH, as a percentage of the relevant Fund's assets. This may change depending on each Fund's security trading activity prior to the Reorganizations.
Expected Costs of the Reorganization. Each Board considered the terms and conditions of the applicable Reorganization, including the estimated costs associated with such Reorganizations and the allocation of such costs to the relevant Funds. The Board of each Fund noted that the Target Funds and Acquiring Fund would bear the expenses of the Reorganizations, except to the extent that the Fund has an expense limitation in place and such expenses exceed the expense limit. The Board of GCH noted that the Fund has an expense limitation agreement and that it is currently operating below the cap and to the extent that the Fund's expenses were caused to exceed its expense limitation, that the investment adviser to the Fund would bear those costs. Each Board considered that the costs of the Reorganizations will be allocated among the Target Funds and the Acquiring Fund based on relative net assets, or in the case of certain flat fees, on a per-fund basis, as appropriate. These costs include items such as proxy costs, notifications to shareholders and legal costs associated with any necessary documentation to effect the Reorganizations. The anticipated costs for each Target Fund are set forth in the table below, which excludes portfolio transaction costs to be borne by shareholders.
Fund |
Estimated Costs |
||||||
ABE |
$ |
340,000 |
|||||
ISL |
$ |
240,000 |
|||||
IF |
$ |
260,000 |
|||||
LAQ |
$ |
415,000 |
|||||
SGF |
$ |
280,000 |
|||||
GCH |
$ |
320,000 |
These costs are estimates only and actual costs may be more or less. Each Board noted that the projected costs to be borne by its Fund are less than the savings anticipated to be generated as a result of a reduction in the total expense ratio of the Fund as a result of the Reorganization.
Terms of the Reorganization and Impact on Shareholders. Each Board considered that because the aggregate net asset value (not the market value) of the shares of the Acquiring Fund that Target Fund shareholders will receive in the Reorganizations is expected to equal the aggregate net asset value (not the market value) of the Target Fund shares that Target Fund shareholders owned immediately prior to the Reorganizations, as set forth in the Form of Agreement and Plan of Reorganization approved by each Board, the net asset value of Target Fund shares will not be diluted as a result of the Reorganizations. No fractional common shares of the Acquiring Fund will be issued to shareholders in connection with the Reorganizations, and Target Fund shareholders will receive cash in lieu of such fractional shares.
Effect on Shareholder Rights. Each Board noted that the relevant Fund and the Acquiring Fund are each organized as a Maryland corporation and considered any material differences between the Fund's and Acquiring Fund's respective By-laws and Articles of Incorporation.
Potential Benefits to the Investment Adviser and its Affiliates. Each Board recognized that the Reorganizations may result in some benefits to the relevant Fund's investment adviser and its affiliates, including that the investment advisers would retain assets under management. Each Board also noted that Aberdeen has fee waiver agreements in place for several of the Target Funds and that if the consolidation occurs as contemplated, all such fee waiver agreements would terminate upon completion. This would represent a benefit to Aberdeen. However, each Board noted that such benefit is offset by the reduction in fee level overall, the expense limitation agreement to be entered into for the Combined Fund, and a reduction in the total assets under management currently expected after completion of the tender offer and capital gains distributions. Each Board considered that although assets would decline as a result of the proposed tender offer, it is possible that if no Reorganization were to occur, the Fund may be more likely to be susceptible to the type of activities currently engaged in by activist shareholders of other funds, which in certain instances have been, and could continue to be, costly to such funds or result in their liquidations.
The Boards also considered the expressed support of certain institutional investors in the Funds, particularly CoL, of the consolidation and subsequent tender offer and the benefits of the Standstill Agreement with CoL. The benefits of the Standstill Agreement include potentially lower proxy solicitation costs for certain
45
Funds to approve the Reorganization and a reduction in the potential for contested proxy solicitations for a period of time. Each Board noted that the contractual management fee rate of the Combined Fund will be lower than the current contractual management fee rate of any individual Fund, except SGF, and, at certain asset levels, LAQ and GCH, and considered the investment adviser's and its affiliates' projected profitability managing the Combined Fund assuming various scenarios, which was expected to decrease in each reasonably anticipated scenario.
Conclusion. Each Board, including the Independent Directors, unanimously approved the applicable Reorganization, concluding that such Reorganization is in the best interests of the relevant Fund and that the interests of existing shareholders of such Fund will not be diluted as a result of such Reorganization. This determination was made on the basis of each Director's business judgment after consideration of all of the factors taken as a whole with respect to the relevant Fund and its shareholders, although individual Directors may have placed different weight on various factors and assigned different degrees of materiality to various factors.
PROPOSAL: THE REORGANIZATIONS OF THE TARGET FUNDS
The Reorganizations seek to combine eight funds with different, but in most cases similar, investment objectives, investment strategies and policies, investment restrictions and investment risks. Each Fund has the same or an affiliated investment adviser. See "COMPARISON OF THE FUNDS."
The Board of each Fund, including the Independent Directors, has unanimously approved its Reorganization(s), including its respective Reorganization Agreement(s). Assuming each Target Fund's shareholders approve the Reorganization of the applicable Target Fund, the Acquiring Fund will acquire substantially all of the assets and assume all stated liabilities of the Target Fund in exchange solely for newly issued Acquiring Fund Shares in the form of book entry interests. The Acquiring Fund will list the newly issued common shares on the NYSE American. Such newly issued Acquiring Fund Shares will be distributed to the Target Fund shareholders (although cash may be distributed in lieu of fractional common shares) and the Target Fund will terminate its registration under the 1940 Act and liquidate, dissolve and terminate in accordance with its charter and Maryland law. The Acquiring Fund will continue to operate after the Reorganizations as a registered, non-diversified, closed-end management investment company with the investment objective and investment strategies and policies described in this Joint Proxy Statement/Prospectus.
As a result of each Reorganization, each Target Fund shareholder will own Acquiring Fund Shares that (except for cash payments received in lieu of fractional common shares) will have an aggregate NAV (not the market value) immediately after the Reorganization equal to the aggregate NAV (not the market value) of that shareholder's Target Fund common shares immediately prior to the Reorganization. The NAV of each Target Fund and the Acquiring Fund will reflect the applicable costs of such Reorganization. The market value of the common shares of the Combined Fund a shareholder receives may be less than the market value of the common shares of the Target Fund that the shareholder held prior to the Reorganizations.
Each Board has reviewed data presented by the Investment Adviser or its affiliates and believes that the Reorganizations generally would result in a reduced Total Expense Ratio for the shareholders of the Funds as certain fixed administrative costs would be spread across the Combined Fund's larger asset base. In addition, the Investment Adviser has contractually agreed to cap the Combined Fund's expenses at 1.20% for a period of two years from the closing of the first Reorganization. However, the level of expense savings will vary depending on the combination of Target Funds that approve of the proposed Reorganizations and the resulting size of the Combined Fund. To the extent that one or more of the Reorganizations is not completed, but the other Reorganization(s) are completed, any expected expense savings by the Combined Fund or other potential benefits resulting from the Reorganizations may be reduced.
If any of the Reorganizations are approved and consummated, the Combined Fund will pay the Investment Adviser a monthly management fee at an annual rate of:
• 0.90% of the first $250 million of the Combined Fund's average weekly net assets;
• 0.80% on the next $250 million; and
• 0.75% on amounts above $500 million.
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The table below shows the Net Total Expense Ratios on a historical and pro forma basis for (i) the Combined Fund, assuming all of the Reorganizations had taken place on June 30, 2017, which represents, in Aberdeen's view, the most likely combination of the Reorganizations and the combination of the completed Reorganizations that would result in the lowest gross Total Expense Ratio; and (ii) the Combined Fund, assuming only the Reorganization of IF into AEF had taken place on June 30, 2017, which represents the combination of the completed Reorganizations presented in this Joint Proxy Statement/Prospectus that would result in the highest gross Total Expense Ratio for the Combined Fund. The pro forma Net Total Expense Ratios for the Combined Fund also assume a reduction in Combined Fund net assets of 50% post-Reorganizations as a result of the capital gain distributions and tender offer. The table below also shows the projected reduction or increase in the Net Total Expense Ratio experienced by the shareholders of each Fund in connection with each combination of the Reorganizations.
Pro Forma Combined Fund Pre-Tender Offer (All Target Funds & GRR* into AEF) |
Pro Forma Combined Fund Post-Tender Offer (All Target Funds & GRR* into AEF) |
Pro Forma Combined Fund Pre-Tender Offer (IF into AEF) |
Pro Forma Combined Fund Post-Tender Offer (IF into AEF) |
||||||||||||||||
Total Expense Ratios: |
1.38% | 1.46% | 1.46% | 1.48% | |||||||||||||||
Change in Total Expense Ratios per Fund: |
|||||||||||||||||||
ABE |
decrease by 0.13% |
decrease by 0.05% |
% | % | |||||||||||||||
ISL |
decrease by 0.13% |
decrease by 0.05% |
% | % | |||||||||||||||
IF |
decrease by 0.21% |
decrease by 0.13% |
decrease by 0.13% |
decrease by 0.11% |
|||||||||||||||
LAQ |
increase by 0.09% |
increase by 0.17% |
% | % | |||||||||||||||
SGF |
decrease by 0.01% |
increase by 0.07% |
% | % | |||||||||||||||
GCH |
decrease by 0.38% |
decrease by 0.30% |
% | % |
* The proposed reorganization of GRR into the Acquiring Fund is presented to GRR's shareholders in a separate proxy statement/prospectus; however, GRR is included with the Target Funds as part of the Combined Fund.
The information provided above includes the estimated cost of leverage, but does not reflect the increase in assets that would result from the use of leverage. Excluding the costs associated with the Combined Fund's use of leverage, the Net Total Expense Ratio of the Combined Fund will be lower than that of each Target Fund. If the Combined Fund's assets were increased to include assets acquired with leverage, the net total expense ratio of the Combined Fund is estimated to be 1.25% pre-tender offer and 1.32% post-tender offer (assuming a maximum reduction in Combined Fund net assets of 50% as a result of the capital gain distributions and tender offer) on a historical and pro forma basis for the 12-month period ended June 30, 2017.
The change in the Net Total Expense Ratio for the shareholders of each of the Target Funds is shown in the following table, post-tender offer, both including and excluding estimated leverage costs of the Combined Fund:
Net TER for 12 months ended June 30, 2017 (no leverage costs)* |
Estimated Net TER for Combined Fund (excluding leverage costs and after 50% reduction in assets)** |
Difference |
Estimated Net TER for Combined Fund (including leverage costs and after 50% reduction in assets)** |
Difference |
|||||||||||||||||||
ABE |
1.51 |
% |
-0.31 |
% |
-0.05 |
% |
|||||||||||||||||
ISL |
1.51 |
% |
-0.31 |
% |
-0.05 |
% |
|||||||||||||||||
IF |
1.59 |
% |
1.20 |
% |
-0.39 |
% |
1.46 |
% |
-0.13 |
% |
|||||||||||||
LAQ |
1.29 |
% |
-0.09 |
% |
0.17 |
% |
|||||||||||||||||
SGF |
1.39 |
% |
-0.19 |
% |
0.07 |
% |
|||||||||||||||||
GCH |
1.76 |
% |
-0.56 |
% |
-0.30 |
% |
* Each of the Target Funds does not currently use leverage.
** The Investment Adviser has contractually agreed to cap expenses of the Combined Fund to 1.20% (excluding leverage costs, taxes, and non-routine/extraordinary expenses).
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The level of expense savings will vary depending on the combination of the Funds that approve the proposed Reorganizations and the resulting size of the Combined Fund, and furthermore, there can be no assurance that future expenses will not increase or that any expense savings for any Fund will be realized.
The benefits of the use of leverage, the Combined Fund's leverage strategy and the risks thereof are described in more detail under "Reasons for the Reorganizations," "Investment Objectives and Policies of the Acquiring Fund" and "Comparison of the Funds," respectively.
In approving the proposed Reorganizations, the Board of each Fund, including the Independent Directors, determined that participation in the applicable Reorganization(s) is in the best interests of its Fund and its shareholders and that the interests of its shareholders will not be diluted with respect to the net asset value of such Fund as a result of its Reorganization. Before reaching these conclusions, the Board of each Fund, including the Independent Directors, engaged in a thorough review process relating to the applicable Reorganization(s). This determination was made on the basis of each Director's business judgment after consideration of all of the factors taken as a whole with respect to each Fund and its shareholders, although individual Directors may have placed different weight and assigned different degrees of materiality to various factors. See "Reasons for the Reorganization."
The Board of each Fund also received a memorandum outlining, among other things, the legal standards and certain other considerations relevant to the Board's deliberations. The Board of each Fund considered the Fund's Reorganization(s) over a series of meetings. The joint meetings of the Boards of ABE, ISL, IF and LAQ were held on June 13, 2017, August 23, 2017 (ISL only), September 6, 11 and 12, 2017 and October 2, 2017. The Boards of SGF and GCH met separately on June 13, 2017, September 11 and 12, 2017 and October 2, 2017. The Reorganizations of such Funds were approved at these meetings.
The share exchange in each Reorganization will be based on the net asset value of the Target Fund and the Acquiring Fund; therefore, shareholders would not experience dilution from a net asset value perspective. As a result of the Reorganizations, however, shareholders of each Fund will hold a reduced percentage of ownership in the larger Combined Fund than they did in any of the individual Funds.
Each Reorganization will be voted upon separately by each Target Fund's shareholders and the closing of any Reorganization is not contingent upon the approval of any other Reorganization. It is possible that shareholders of one or more Target Funds do not approve the Reorganization of their Target Fund. If this were to occur, the aggregate size of the Combined Fund would be less, perhaps materially.
If a Reorganization is not approved by a Target Fund's shareholders, such Target Fund will continue to operate, for the time being, as a stand-alone Maryland corporation and will continue to be advised by its current investment adviser. In addition, the Standstill Agreement with CoL will terminate with respect to that Target Fund, and CoL would cease to be bound by its obligations thereunder. However, the investment adviser to that Target Fund may, in connection with the ongoing management of that Target Fund and its product line, recommend alternative proposals to the Board of such Target Fund, such as liquidation of the Target Fund or a re-solicitation of votes for the Reorganization.
Each Reorganization is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. If a Reorganization so qualifies, in general, shareholders of a Target Fund will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of their Target Fund common shares for Acquiring Fund Shares pursuant to the Reorganization (except with respect to cash received in lieu of fractional shares). Additionally, a Target Fund will recognize no gain or loss for U.S. federal income tax purposes by reason of its Reorganization, except to the extent required in order to distribute gains prior to the Reorganization, to the extent of any gain or loss that may be required to be recognized solely as a result of the close of the Target Funds' taxable years due to the Reorganizations and in connection with the rebalancing the Combined Fund's portfolio and generation of cash in connection with a tender offer post-Reorganizations. It is a condition to the closing of each Reorganization that the respective Target Fund and the Acquiring Fund receive an opinion from Willkie Farr, dated as of the Closing Date, regarding the characterization of the Reorganization as a reorganization within the meaning of Section 368(a) of the Code.
The common shares of the Acquiring Fund are listed on the NYSE American under the ticker symbol "CH" and will be listed on the NYSE American as "AEF" after the completion of the Reorganizations. The common shares of each of the Target Funds are listed on the relevant exchange under the ticker symbols as follows: NYSE American: "ABE," "ISL," "IF," "LAQ"; NYSE: "SGF" and "GCH".
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Each Target Fund Board requests that shareholders of its Target Fund approve such Target Fund's proposed Reorganization at the Special Meeting to be held on March [ ], 2018.
Shareholder approval of the ABE, ISL, LAQ and GCH Reorganizations requires the affirmative vote of the holders of a majority of the votes entitled to be cast by ABE, ISL, LAQ and GCH, respectively. Shareholder approval of the IF and SGF Reorganizations requires the affirmative vote of two-thirds (66 2/3%) of the outstanding shares entitled to be cast by IF and SGF, respectively. For additional information regarding voting requirements, see "Voting Information and Requirements."
Subject to the requisite approval of the shareholders of each Target Fund with respect to each Reorganization, it is expected that the Closing Date will be during the second quarter of 2018, but it may be at a different time.
Investing in the Combined Fund following the Reorganization involves risks. For additional information, see "Risk Factors and Special Considerations."
Each Target Fund's Board unanimously recommends that shareholders of such Target Fund vote "FOR" such Target Fund's proposed Reorganization.
INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND
Investment Objective
The Acquiring Fund's investment objective is to seek total return through a combination of capital appreciation and income. The Acquiring Fund's investment objective is not fundamental, and may be changed by the Fund's Board without shareholder approval.
Investment Policies
The Acquiring Fund's Board of Directors has adopted a non-fundamental investment policy for the Fund, pursuant to which the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in emerging markets equity securities. If the Board of Directors elects to change this 80% policy, the Acquiring Fund will provide shareholders with at least 60 days' prior notice.
An emerging market country is any country determined by the Investment Adviser to have an emerging market economy, considering factors such as the country's credit rating, its political and economic stability and the development of its financial and capital markets. Emerging market countries for purposes of this policy can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe.
The definition of equity securities includes:
• common stock and preferred stock (including convertible preferred stock),
• bonds, notes and debentures convertible into common or preferred stock,
• stock purchase warrants and rights,
• equity interests in trusts and partnerships, and
• American, Global or other types of Depositary Receipts of emerging market securities.
Determinations as to whether a company is an emerging market company will be made by the Investment Adviser based on publicly available information and inquiries made to the company.
Emerging market securities include securities that are issued by: (a) governments or government-related bodies of emerging market countries; and/or (b) companies or other issuers that (i) are organized under the laws of, or have their principal office in, an emerging market country, (ii) have their principal securities trading market in an emerging market country, (iii) alone or on a consolidated basis derive a significant portion of their annual revenue or assets from goods produced, sales made or services performed in emerging markets countries; and/or (iv) are denominated in the currency of an emerging market. The Acquiring Fund will consider that a company or issuer derives a "significant" portion of its annual revenue from a country if the highest concentration of the company's annual revenue comes from that country as measured by Bloomberg.
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The Acquiring Fund may also invest without limit in those markets deemed by the Investment Adviser to be "Frontier" markets, which are investable markets with lower total market capitalizations and liquidity than the more developed emerging markets.
The Acquiring Fund intends to utilize leverage as part of its investment strategy through borrowings, although it may engage in other transactions, such as reverse repurchase agreements, margin loans and issuance of debt securities or preferred securities, which have the effect of leverage. The Acquiring Fund may use leverage up to 33 1/3% of its total assets (including the amount obtained through leverage), although the Investment Adviser currently intends to utilize leverage generally in the amount of 5% - 15% of the Fund's total assets and does not currently expect such leverage to actively exceed 20% of total assets.
The Acquiring Fund will not invest 25% or more of its total assets in the securities of companies in the same industry, although the Fund may invest in U.S. government securities without regard to this limitation. In selecting industries and companies for investment by the Acquiring Fund, the Investment Adviser will consider factors such as overall growth prospects, competitive positions in domestic and export markets, technology, research and development, productivity, labor costs, raw material costs and sources, profit margins, return on investment, capital resources, government regulation and management. This policy may only be changed upon the affirmative vote of the holders of a majority of the Acquiring Fund's outstanding voting securities.
Although the Acquiring Fund will not invest 25% of more of its total assets in the securities of companies in the same industry, the Fund may invest in securities of any market sector and may hold a significant amount of securities of companies, from time to time, within a single sector.
The Acquiring Fund may invest up to 30% of its total assets in private placements of equity securities. Securities that are not publicly traded in the United States but that can be sold to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "1933 Act"), will not be subject to these percentage limitations if these securities are deemed liquid pursuant to procedures adopted by the Board of Directors and delegated to the Investment Adviser. Rule 144A Securities (defined below) and Regulation S Securities (defined below) may be freely traded among certain qualified institutional investors, such as the Acquiring Fund, but their resale in the U.S. is permitted only in limited circumstances.
The governments of some emerging countries have been engaged in "privatization" programs, which involve the sale of part or all of their stakes in government owned or controlled enterprises. The Investment Adviser believes that privatizations may offer shareholders opportunities for significant capital appreciation and intends to invest assets of the Acquiring Fund in privatizations in appropriate circumstances. In certain emerging countries, the ability of foreign entities, such as the Acquiring Fund, to participate in privatizations may be limited by local law. In addition, the terms on which the Acquiring Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that the governments of emerging countries will continue to sell companies currently owned or controlled by them or that privatization programs will be successful.
To the extent its assets are not invested as described above, the Acquiring Fund may invest the remainder of its assets in:
• debt securities denominated in the currency of an emerging country or issued or guaranteed by an emerging country company or the government of an emerging country,
• equity or debt securities of corporate or governmental issuers located in developed countries, and
• short-term and medium-term debt securities of the type described below under "Temporary Investments."
The Acquiring Fund's assets may be invested in debt securities when the Investment Adviser believes that, based upon factors such as relative interest rate levels and foreign exchange rates, such debt securities offer opportunities for total return from long-term capital appreciation and/or income.
For cash management purposes, the Acquiring Fund may invest up to 25% of its net assets in certain short-term investments described below and, for temporary defensive purposes, may invest up to 100% of its assets in those short-term instruments.
Temporary Investments. During periods in which the Investment Adviser believes changes in economic, financial or political conditions make it advisable, the Acquiring Fund may for temporary defensive purposes reduce its holdings in equity and other securities and invest in certain short-term (less than twelve months to
50
maturity) and medium-term (not greater than five years to maturity) debt securities or hold cash. Temporary defensive positions may affect the Acquiring Fund's ability to achieve its investment objective.
The Acquiring Fund may invest in the following short-term instruments:
• obligations of the U.S. Government, its agencies or instrumentalities (including repurchase agreements with respect to these securities),
• bank obligations (including certificates of deposit, time deposits and bankers' acceptances) of U.S. banks and foreign banks denominated in any currency,
• floating rate securities and other instruments denominated in any currency issued by international development agencies, banks and other financial institutions, governments and their agencies and instrumentalities, and corporations located in countries that are members of the Organization for Economic Cooperation and Development,
• obligations of U.S. corporations that are rated no lower than A-2 by Standard & Poor's Rating Group or P-2 by Moody's Investor Services or the equivalent by another rating service or, if unrated, deemed to be of equivalent quality by the Investment Adviser, and
• shares of money market funds that are authorized to invest in short-term instruments described above.
Currency Transactions. The Investment Adviser generally does not seek to hedge against declines in the value of the Acquiring Fund's non- U.S. dollar-denominated portfolio securities resulting from currency devaluations or fluctuations. If suitable hedging instruments are available on a timely basis and on acceptable terms, the Investment Adviser may, in its discretion, hedge all or part of the value of the Fund's non-U.S. dollar-denominated portfolio securities, although it is not obligated to do so. The Acquiring Fund will be subject to the risk of changes in value of the currencies of the emerging countries in which its assets are denominated, unless it engages in hedging transactions.
Depositary Receipts. The Acquiring Fund may invest indirectly in securities of emerging markets country issuers through sponsored or unsponsored American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and other types of Depositary Receipts. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. In addition, the issuers of the stock of unsponsored Depositary Receipts are not obligated to disclose material information in the United States and, therefore, there may not be a correlation between such information and the market value of the Depositary Receipts. ADRs are Depositary Receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. GDRs and other types of Depositary Receipts are typically issued by foreign banks or trust companies, although they also may be issued by U.S. banks or trust companies, and evidence ownership of underlying securities issued by either a foreign or a U.S. corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities markets and Depositary Receipts in bearer form are designed for use in securities markets outside the United States. For purposes of the Acquiring Fund's investment policies, the Fund's investments in ADRs, GDRs and other types of Depositary Receipts will be deemed to be investments in the underlying securities.
Portfolio Turnover Rate. The Acquiring Fund does not engage in the trading of securities for the purpose of realizing short-term profits, but adjusts its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish its investment objective. A high rate of portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs or expenses than a lower rate, which expenses must be borne by the Acquiring Fund and its shareholders. High portfolio turnover may also result in the realization of substantial net short-term capital gains and any distributions resulting from such gains will be taxable at ordinary income rates for U.S. federal income tax purposes.
An investment in the Acquiring Fund may be speculative in that it involves a high degree of risk and should not constitute a complete investment program. See "Risk Factors and Special Considerations."
Investment in the common stock of the Acquiring Fund offers the individual investor several potential benefits. The Acquiring Fund offers investors the opportunity to receive capital appreciation and income by investing in a professionally managed portfolio comprised primarily of emerging market equity securities of any capitalization, including dividend-paying equity securities. The securities for the Acquiring Fund's portfolio would all be selected from the existing universe of holdings researched and selected by the Investment Adviser's global emerging markets ("GEM") team. In rendering investment advisory services, the Investment Adviser may use the resources of subsidiaries owned by Aberdeen PLC. The Aberdeen PLC affiliates have entered into a
51
MOU/PSP pursuant to which investment professionals from the Aberdeen PLC affiliates may render portfolio management, research and/or trade services to U.S. clients of the Investment Adviser. As such, in addition to their own extensive resource and experience, the GEM team can draw on the full global investment resources of Aberdeen PLC.
The Investment Adviser will manage the Acquiring Fund's investments in accordance with the stated investment objective, policies and limitations. The Investment Adviser, together with its affiliates, will review and provide the required resources to ensure high quality and professional management services to the Acquiring Fund. The Investment Adviser will use a team-based approach for management of the Acquiring Fund. The Investment Adviser provides professional management, which includes the extensive analysis needed to invest in emerging markets securities. As is the case with respect to the management of each of the Target Funds currently, the Investment Adviser will employ a bottom-up process based on a disciplined evaluation of companies through face-to-face visits. The Investment Adviser does not buy a stock without the investment managers having first met company management (at least once, usually multiple times) and having completed detailed notes analyzing the company's prospects.
Additionally, the Investment Adviser may seek to enhance the yield of the Acquiring Fund's common stock by leveraging the Acquiring Fund's capital structure through the borrowing of money, or potentially the issuance of short term debt securities or shares of preferred stock. The use of leverage also involves certain expenses and risk considerations. See "Risk Factors and Special ConsiderationsLeverage Risk" and "Additional Investment PoliciesLeverage" in this section.
The Acquiring Fund may invest in, among other things, the types of instruments described below:
Common Stock. Common stock is issued by companies to raise cash for business purposes and represents a proportionate interest in the issuing companies. Therefore, the Acquiring Fund participates in the success or failure of any company in which it holds stock. The market value of common stock can fluctuate significantly, reflecting the business performance of the issuing company, investor perception and general economic or financial market movements. Smaller companies are especially sensitive to these factors and may even become valueless. Despite the risk of price volatility, however, common stocks also offer a greater potential for gain on investment, compared to other classes of financial assets such as bonds or cash equivalents. The Acquiring Fund may also receive common stock as proceeds from a defaulted debt security held by the Fund or from a convertible bond converting to common stock. In such situations, the Acquiring Fund will hold the common stock at the Investment Adviser's discretion.
Convertible Securities. Convertible securities are generally debt securities or preferred stocks that may be converted into common stock. Convertible securities typically pay current income as either interest (debt security convertibles) or dividends (preferred stocks). A convertible security's value usually reflects both the stream of current income payments and the value of the underlying common stock. The market value of a convertible security performs like that of a regular debt security, that is, if market interest rates rise, the value of a convertible security usually falls. Since it is convertible into common stock, the convertible security also has the same types of market and issuer risk as the underlying common stock.
Illiquid Securities. Illiquid securities are assets which may not be sold or disposed of in the ordinary course of business within seven days at approximately the price at which a Fund has valued the investment on its books and may include such securities as those not registered under U.S. securities laws or securities that cannot be sold in public transactions.
Preferred Stock. Preferred stock is a class of stock that often pays dividends at a specified rate and has preference over common stock in dividend payments and liquidation of assets. Preferred stock may be convertible into common stock.
Private Placements and Other Restricted Securities. Private placement and other restricted securities include securities that have been privately placed and are not registered under the 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").
Private placements 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
52
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 Acquiring Fund, 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 Acquiring Fund's illiquidity. Additionally, a restricted security that was liquid at the time of purchase may subsequently become illiquid. Restricted securities that are determined to be illiquid may not exceed the Acquiring Fund's limit on investments in illiquid securities.
Rights Issues and Warrants. Rights issues give the right, to existing shareholders, to buy a proportional number of additional securities at a given price (generally at a discount) within a fixed period (generally on a short term period) and are offered at the company's discretion. Warrants are securities that give the holder the right to buy common stock at a specified price for a specified period of time. Warrants are speculative and have no value if they are not exercised before the expiration date.
Additional Investment Policies
The Acquiring Fund has adopted certain policies as set forth below, which shall become effective upon the closing of the Reorganizations:
Leverage. The Acquiring Fund may utilize leverage through borrowings or the issuance of short term debt securities or shares of preferred stock. The Acquiring Fund has the ability to utilize leverage through borrowing or the issuance of short term debt securities in an amount up to 33 1/3% of the value of its total assets (including the amount obtained from such borrowings or debt issuance), although the portfolio management team anticipates using leverage of 10% to 15% of the Fund's assets and does not currently expect such leverage to actively exceed 20% of total assets. The Acquiring Fund may also utilize leverage through the issuance of shares of preferred stock in an amount up to 50% of the value of its total assets (including the amount obtained from such issuance). There can be no assurance, however, that the Acquiring Fund will borrow or issue preferred stock in order to leverage its assets or if it does what percentage of the Fund's assets such borrowings will represent. Although the Acquiring Fund has the ability to issue preferred stock, it does not currently anticipate issuing any preferred stock, which would be subject to approval by the Fund's Board of Directors.
It is currently anticipated that the Acquiring Fund will utilize leverage by borrowing from a bank. Most forms of leverage that would be utilized by the Acquiring Fund, such as borrowings or the issuance of debt securities, would require Board approval prior to utilization. The Investment Adviser expects to recommend to the Acquiring Fund's Board that leverage implementation begin after the completion of any proposed tender offer, rather than immediately upon the Reorganizations. With more clarity around the size of the combined fund, the Investment Adviser can seek more competitive proposals from potential lenders.
The Acquiring Fund's use of leverage will not impact the fees paid to the Investment Adviser for investment advisory and management services because the Investment Adviser is paid on net assets not total assets.
Leverage involves certain risks, including that the cost of leverage may exceed the return earned by the Acquiring Fund on the proceeds of such leverage. The use of leverage will increase the volatility of changes in the Fund's net asset value, market price and distributions. In the event of a general market decline in the value of assets in which the Acquiring Fund invests, the effect of that decline will be magnified in the Fund because of the additional assets purchased with the proceeds of the leverage. In addition, funds borrowed pursuant to a credit facility may constitute a substantial lien and burden by reason of their prior claim against the income of the Acquiring Fund and against the net assets of the Fund in liquidation. To the extent that it desires to do so, the Acquiring Fund may be limited in its ability to declare dividends or other distributions under the terms of various forms of leverage. In the event of default under a loan facility, lenders may have the right to cause a liquidation of the collateral (i.e., sell portfolio securities and other assets of the Acquiring Fund) and, if any such default is not cured, the lenders may be able to control the liquidation as well. A leverage facility agreement may
53
include covenants that impose on the Acquiring Fund asset coverage requirements, fund composition requirements and limits on certain investments, such as illiquid investments or derivatives, which are more stringent than those imposed on the Fund by the 1940 Act. The covenants or guidelines could impede the Acquiring Fund's investment manager from fully managing the Fund's portfolio in accordance with the Fund's investment objective and policies; however, because the Fund's use of leverage is expected to be modest (generally 5%15%) and the Fund generally is not expected to engage in derivatives transactions, the Investment Adviser currently does not believe that these restrictions would significantly impact its management of the Fund. The Investment Adviser believes that the use of a modest amount of leverage would provide positive absolute return in the long term and thereby be beneficial to shareholders.
Under the 1940 Act, the Acquiring Fund is not permitted to issue senior securities if, immediately after the issuance of such leverage, the Fund would have an asset coverage ratio (as defined in the 1940 Act) of less than 300% with respect to indebtedness or less than 200% with respect to preferred stock. The 1940 Act also provides that the Acquiring Fund may not declare distributions or purchase its stock (including through tender offers), if immediately after doing so it will have an asset coverage ratio of less than 300% or 200%, as applicable. Under the 1940 Act, certain short-term borrowings (such as for cash management purposes) are not subject to these limitations if (i) repaid within 60 days, (ii) not extended or renewed and (iii) not in excess of 5% of the total assets of the Acquiring Fund.
The Acquiring Fund's willingness to borrow money and issue preferred stock for investment purposes, and the amount it will borrow or issue, will depend on many factors, the most important of which are investment outlook, market conditions and interest rates. Successful use of a leveraging strategy depends on the Investment Adviser's ability to correctly predict market movements, and there is no assurance that a leveraging strategy will be successful during any period in which it is employed.
Assuming the utilization of leverage by borrowings in the amount of approximately 10% of the Acquiring Fund's total assets, and an annual interest rate of 2.30% payable on such leverage based on market rates as of the date of this Joint Proxy Statement/Prospectus, the annual return that the Acquiring Fund's portfolio must experience (net of expenses) in order to cover such interest payments would be 0.21%.
The following table is designed to illustrate the effect, on the return to a holder of common stock, of the leverage obtained by borrowings in the amount of approximately 10% of the Acquiring Fund's total assets, assuming hypothetical annual returns on the Acquiring Fund's portfolio of minus 10% to plus 10%. As the table shows, leverage generally increases the return to shareholders when portfolio return is positive and greater than the cost of leverage and decreases the return when portfolio return is negative or less than the cost of leverage. The figures appearing in the table are hypothetical and actual returns may be greater or less than those appearing in the table.
Assumed Portfolio Return (net of expenses) |
(10 |
)% |
(5 |
)% |
0 |
% |
5 |
% |
10 |
% |
|||||||||||||
Corresponding Common Stock Return |
(11.2 |
)% |
(5.7 |
)% |
(0.2 |
)% |
5.3 |
% |
10.8 |
% |
Other Investment Strategies
Debt Securities. The Fund's assets may be invested in debt securities when the Investment Adviser believes that, based upon factors such as relative interest rate levels and foreign exchange rates, such debt securities offer opportunities for total return from long-term capital appreciation and/or income. The debt securities in which the Fund may invest include:
• bonds,
• notes,
• bank deposits and bank obligations (including certificates of deposit, time deposits and bankers' acceptances),
• commercial paper,
• repurchase agreements, and
• assignments of loans and loan participations.
The Acquiring Fund may in the future employ new or additional investment strategies and hedging instruments if those strategies and instruments are consistent with the Fund's investment objective and are permissible under applicable regulations governing the Fund.
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Investment Restrictions
The following restrictions are fundamental policies, which cannot be changed without the approval of the holders of a majority of the Acquiring Fund's outstanding voting securities. In the event that the Acquiring Fund issues preferred shares, changes in investment restrictions would also require approval by a majority of the outstanding preferred shares, voting as a separate class. If a percentage restriction on investment or use of assets set forth below is adhered to at the time a transaction is effected, later changes in a percentage resulting from changing values will not be considered a violation.
The Acquiring Fund may not:
1. Invest 25% or more of the total value of its assets in a particular industry. This restriction does not apply to investments in United States government securities.
2. Borrow money or issue senior securities, except that the Fund may enter into reverse repurchase agreements and may otherwise borrow money and issue senior securities as and to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder.
3. Lend money to other persons except through the purchase of debt obligations and the entering into of repurchase agreements in the United States or Chile consistent with the Acquiring Fund's investment policies.
4. Make short sales of securities or maintain a short position in any security.
5. Purchase securities on margin, except such short-term credits as may be necessary or routine for the clearance or settlement of transactions and the maintenance of margin with respect to forward contracts or other hedging transactions.
6. Underwrite securities of other issuers, except insofar as the Acquiring Fund may be deemed an underwriter under the Securities Act of 1933, as amended, in selling portfolio securities.
7. Purchase or sell commodities or real estate, except that the Acquiring Fund may invest in securities secured by real estate or interests in real estate or in securities issued by companies, including real estate investment trusts, that invest in real estate or interests in real estate, and may purchase and sell forward contracts on foreign currencies to the extent permitted under applicable law.
In addition to the foregoing restrictions, the Acquiring Fund is subject to investment limitations, portfolio diversification requirements and other restrictions imposed by certain emerging countries in which it invests.
COMPARISON OF THE FUNDS
The investment objectives, investment strategies and policies, investment restrictions and investment risks of the Funds have certain similarities and differences, which are described below. The investment objective, significant investment strategies and policies, and investment restrictions of the Acquiring Fund will be those described above under "INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND".
Comparison of ABE and Acquiring Fund
Investment Objectives. The investment objective of ABE is long-term capital appreciation. The investment objective of the Acquiring Fund is to seek total return through a combination of capital appreciation and income. ABE's investment objective is fundamental and may not be changed without the approval of a majority of ABE's outstanding voting securities (as defined in the 1940 Act),while the Acquiring Fund's investment objective is not fundamental and may be changed without shareholder approval.
Investment Strategies and Policies. The investment strategies and policies of the Funds are similar; however, there are certain important differences. While each Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in emerging markets equity securities, ABE's policy requires that such securities be issued by smaller companies. In addition, ABE's 80% policy is fundamental and may not be changed without the approval of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act). The Acquiring Fund's 80% policy is non-fundamental, and may be changed by the Acquiring Fund's Board of Directors on 60 days' prior notice to shareholders. ABE's investment strategies and policies provide that, at the full discretion of the Fund's investment adviser, the Fund may focus its investments in the infrastructure, telecommunications and technology sectors of emerging market countries. The Acquiring Fund's
55
investment strategies and policies do not provide for a similar focus, but the Fund may hold a significant amount of securities, from time to time, within a single market sector.
The Acquiring Fund intends to utilize leverage through borrowings from banks or other transactions, such as reverse repurchase agreements, as part of its investment strategies. ABE does not use leverage as part of its investment strategies.
Both Funds may invest up to 30% of their respective total assets in private placements of equity securities.
To the extent its assets are not invested as described above, each Fund may invest the remainder of its assets in:
• debt securities denominated in the currency of an emerging country or issued or guaranteed by an emerging country company or the government of an emerging country,
• equity or debt securities of corporate or governmental issuers located in developed countries, and
• certain short-term and medium-term debt securities.
Each Fund's assets may be invested in debt securities when its investment adviser believes that, based upon factors such as relative interest rate levels and foreign exchange rates, such debt securities offer opportunities for long-term capital appreciation.
For cash management purposes, the Acquiring Fund may invest up to 25% of its net assets in certain short-term investments and, for temporary defensive purposes, may invest up to 100% of its assets in those short-term instruments. For temporary defensive purposes, ABE may invest less than 80% of its net assets in equity securities of emerging market smaller company issuers, in which case the Fund may invest in certain short-term debt securities.
The investment objective and investment strategies and policies of the Acquiring Fund are set out above under "INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND." The investment objective and investment strategies and policies of ABE are set out below.
ABE: Investment Objective and Investment Strategies and Policies
The investment objective of the Fund is long-term capital appreciation. The Fund seeks to achieve this investment objective by investing primarily in equity securities of companies in emerging markets. The Fund's investment objective is fundamental and may not be changed without the approval of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act).
Under normal market conditions, at least 80% of the Fund's net assets, plus any borrowings for investment purposes, will be invested in equity securities of emerging market smaller company issuers, as defined below. This 80% policy is fundamental and may not be changed without the approval of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act). Except for the investment objective and the 80% policy, the Fund's investment policies are non-fundamental and may be changed by the Fund's Board of Directors.
An emerging market country is any country determined by the Investment Adviser, to have an emerging market economy, considering factors such as the country's credit rating, its political and economic stability and the development of its financial and capital markets. Emerging market countries for purposes of this policy can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe. Smaller companies for the purposes of this policy are companies that, at the time of purchase, have a market capitalization of less than $5 billion.
An emerging market country equity security is defined as:
• common stock and preferred stock (including convertible preferred stock),
• bonds, notes and debentures convertible into common or preferred stock,
• stock purchase warrants and rights,
• equity interests in trusts and partnerships, and
• American, Global or other types of Depositary Receipts of emerging market securities.
56
Determinations as to whether a company is an emerging market smaller company will be made by the Investment Adviser based on publicly available information and inquiries made to the companies.
Emerging market securities include securities that are issued by: (a) governments or government-related bodies of emerging market countries; and/or (b) companies or other issuers that (i) are organized under the laws of, or have their principal office in, an emerging market country, (ii) have their principal securities trading market in an emerging market country, (iii) alone or on a consolidated basis derive a significant portion of their annual revenue or assets from goods produced, sales made or services performed in emerging markets countries; and/or (iv) are denominated in the currency of an emerging market. The Fund may also invest without limit in those markets deemed by the Investment Adviser to be "Frontier" markets, which are investable markets with lower total market capitalizations and liquidity than the more developed emerging markets. The Fund will consider that a company or issuer derives a "significant" portion of its annual revenue from a country if the highest concentration of the company's annual revenue comes from that country as measured by Bloomberg.
Based on current market conditions, the Fund will consider "smaller companies" to be companies that, at the time of purchase, have a market capitalization of less than $5 billion. Some companies may outgrow the definition of a smaller company after the Fund has purchased their securities. These companies continue to be considered "smaller companies" for purposes of the Fund's minimum 80% allocation to smaller company securities.
The Fund does not expect to concentrate its investments in any industry or group of industries. However, the Fund may, at the full discretion of the Investment Adviser, focus its investments in securities of companies from each of the infrastructure, telecommunications and technology sectors of emerging market countries. The portion of the Fund's portfolio invested in securities of companies from each of such sectors will vary from time to time, based on the Investment Adviser's view of current market conditions.
Many of the companies in which the Fund invests may be in the early stages of their growth cycle and/or may have only recently been privatized. Accordingly, the Fund anticipates that up to 30% of its total assets may be invested in private placements of equity securities. Securities that are not publicly traded in the United States but that can be sold to "qualified institutional buyers" pursuant to Rule 144A under the 1933 Act, will not be subject to these percentage limitations if these securities are deemed liquid pursuant to procedures adopted by the Board of Directors and delegated to the Investment Adviser. Rule 144A Securities and Regulation S Securities may be freely traded among certain qualified institutional investors, such as the Fund, but their resale in the U.S. is permitted only in limited circumstances.
The governments of some emerging countries have been engaged in "privatization" programs, which involve the sale of part or all of their stakes in government owned or controlled enterprises. The Investment Adviser believes that privatizations may offer shareholders opportunities for significant capital appreciation and intends to invest assets of the Fund in privatizations in appropriate circumstances. In certain emerging countries, the ability of foreign entities, such as the Fund, to participate in privatizations may be limited by local law. In addition, the terms on which the Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that the governments of emerging countries will continue to sell companies currently owned or controlled by them or that privatization programs will be successful.
To the extent its assets are not invested as described above, the Fund may invest the remainder of its assets in:
• debt securities denominated in the currency of an emerging country or issued or guaranteed by an emerging country company or the government of an emerging country,
• equity or debt securities of corporate or governmental issuers located in developed countries, and
• short-term and medium-term debt securities of the type described below under "Temporary Investments."
57
The Fund's assets may be invested in debt securities when the Investment Adviser believes that, based upon factors such as relative interest rate levels and foreign exchange rates, such debt securities offer opportunities for long-term capital appreciation. The debt securities in which the Fund may invest include:
• bonds,
• notes,
• bank deposits and bank obligations (including certificates of deposit, time deposits and bankers' acceptances),
• commercial paper,
• repurchase agreements, and
• assignments of loans and loan participations.
In addition, for temporary defensive purposes, the Fund may invest less than 80% of its net assets in equity securities of emerging market smaller company issuers, in which case the Fund may invest in debt securities of the kind described under "Temporary Investments" below. In addition, the Fund may acquire assignments of, and participations in, loans.
Temporary Investments. During periods in which the Investment Adviser believes changes in economic, financial or political conditions make it advisable, the Fund may for temporary defensive purposes reduce its holdings in equity and other securities and invest in certain short-term (less than twelve months to maturity) and medium-term (not greater than five years to maturity) debt securities or hold cash. Temporary defensive positions may affect the Fund's ability to achieve its investment objective.
The Fund may invest in the following short-term instruments:
• obligations of the U.S. Government, its agencies or instrumentalities (including repurchase agreements with respect to these securities),
• bank obligations (including certificates of deposit, time deposits and bankers' acceptances) of U.S. banks and foreign banks denominated in any currency,
• floating rate securities and other instruments denominated in any currency issued by international development agencies, banks and other financial institutions, governments and their agencies and instrumentalities, and corporations located in countries that are members of the Organization for Economic Cooperation and Development,
• obligations of U.S. corporations that are rated no lower than A-2 by Standard & Poor's Rating Group or P-2 by Moody's Investor Services or the equivalent by another rating service or, if unrated, deemed to be of equivalent quality by the Investment Adviser, and
• shares of money market funds that are authorized to invest in short-term instruments described above.
Currency Transactions. The Investment Adviser generally does not seek to hedge against declines in the value of the Fund's non- U.S. dollar-denominated portfolio securities resulting from currency devaluations or fluctuations. If suitable hedging instruments are available on a timely basis and on acceptable terms, the Investment Adviser may, in its discretion, hedge all or part of the value of the Fund's non-U.S. dollar-denominated portfolio securities, although it is not obligated to do so. The Fund will be subject to the risk of changes in value of the currencies of the emerging countries in which its assets are denominated, unless it engages in hedging transactions.
Depositary Receipts. The Fund may invest indirectly in securities of emerging markets country issuers through sponsored or unsponsored ADRs, GDRs and other types of Depositary Receipts. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. In addition, the issuers of the stock of unsponsored Depositary Receipts are not obligated to disclose material information in the United States and, therefore, there may not be a correlation between such information and the market value of the Depositary Receipts. ADRs are Depositary Receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. GDRs and other types of Depositary Receipts are typically issued by foreign
58
banks or trust companies, although they also may be issued by U.S. banks or trust companies, and evidence ownership of underlying securities issued by either a foreign or a U.S. corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities markets and Depositary Receipts in bearer form are designed for use in securities markets outside the United States. For purposes of the Fund's investment policies, the Fund's investments in ADRs, GDRs and other types of Depositary Receipts will be deemed to be investments in the underlying securities.
Portfolio Turnover Rate. The Fund does not engage in the trading of securities for the purpose of realizing short-term profits, but adjusts its portfolio as it deems advisable in view of prevailing or anticipated market conditions to accomplish its investment objective. A high rate of portfolio turnover involves correspondingly greater brokerage commission expenses than a lower rate, which expenses must be borne by the Fund and its shareholders. High portfolio turnover may also result in the realization of substantial net short-term capital gains and any distributions resulting from such gains will be taxable at ordinary income rates for U.S. federal income tax purposes.
Borrowing. Borrowing increases exposure to capital risk, and borrowed funds are subject to interest costs that may offset or exceed the return earned on investment of the amounts borrowed. Nevertheless, the Fund is authorized to borrow money from banks for the following reasons:
• for temporary or emergency purposes,
• for such short-term credits as may be necessary for the clearance or settlement of transactions,
• to finance repurchases of its shares in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed),
• to pay any dividends required to be distributed to maintain the Fund's qualification as a regulated investment company under the Code, or otherwise avoid taxation under the Code, or
• to pay Fund expenses outside of the emerging countries, and not for the purpose of leveraging.
Additional investments will not be made when borrowings exceed 5% of the Fund's total assets. The Fund may pledge its assets to secure such borrowings. For the purpose of this investment restriction, collateral arrangements with respect to the writing of options or the purchase or sale of future contracts or related options or forward currency contracts are not deemed a pledge of assets or the issuance of a senior security.
Risk Factors. The risks of investing in each Fund are set out above under "RISK FACTORS AND SPECIAL CONSIDERATIONS." Because the Funds differ with regards to certain investment strategies and policies, some of their investment risks will be different. ABE is a diversified, closed-end investment company, while the Acquiring Fund is a non-diversified investment company and, therefore, the Acquiring Fund is subject to non-diversification risk. ABE has risk factors relating to its potential investments in the infrastructure, telecommunications and technology sectors of emerging markets countries, which are not applicable to the Acquiring Fund since the Acquiring Fund does not focus its investments in these sectors. The Acquiring Fund is subject to the risks relating to using leverage, which are not applicable to ABE. Further, the Acquiring Fund is subject to the risk of investing in mid-cap securities, since it may invest in securities of any market capitalization while ABE is focused on small capitalization securities.
Comparison of ISL and Acquiring Fund
Investment Objectives. The investment objective of ISL is long-term capital appreciation which it seeks by investing primarily in Israeli Companies (defined below). The investment objective of the Acquiring Fund is to seek total return through a combination of capital appreciation and income. ISL's investment objective is fundamental and may not be changed without the approval of a majority of ISL's outstanding voting securities (as defined in the 1940 Act), while the Acquiring Fund's investment objective is not fundamental and may be changed without shareholder approval.
Investment Strategies and Policies. The investment strategies and policies of the Funds are similar; however, there are certain important differences. While each Fund has a policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, ISL's policy requires that such securities be in investments that are tied economically to Israel, with substantially all of its assets invested in
59
equity securities of Israeli Companies, while the Acquiring Fund's policy requires that such securities be emerging market equity securities. Further, ISL will invest at least 65% of its total assets in Israeli Securities (defined below) at all times. Each Fund's 80% policy is non-fundamental, and may be changed by such Fund's Board on 60 days' prior notice to shareholders, but ISL's 65% policy is fundamental and may not be changed without the approval of a majority of ISL's outstanding voting securities (as defined in the 1940 Act).
The Acquiring Fund intends to utilize leverage through borrowings from banks or other transactions, such as reverse repurchase agreements, as part of its investment strategies. ISL does not use leverage as part of its investment strategies.
Both Funds may invest up to 30% of their respective total assets in private placements of equity securities.
Although ISL has no intention of investing in debt securities, the Fund is permitted to invest without limit in TASE (defined below) listed, Shekel-denominated debt securities of the Israeli government or of Israeli Companies of any maturity or type. To the extent its assets are not invested as described above, the Acquiring Fund may invest the remainder of its assets in:
• debt securities denominated in the currency of an emerging country or issued or guaranteed by an emerging country company or the government of an emerging country,
• equity or debt securities of corporate or governmental issuers located in developed countries, and
• certain short-term and medium-term debt securities.
ISL's assets may be invested in debt securities when its investment adviser believes that it is appropriate to do so. The Acquiring Fund's assets will be invested in debt securities when its investment adviser believes that, based upon factors such as relative interest rate levels and foreign exchange rates, such debt securities offer opportunities for long-term capital appreciation.
For cash management purposes, the Acquiring Fund may invest up to 25% of its net assets in certain short-term investments and, for temporary defensive purposes, may invest up to 100% of its assets in those short-term instruments. For temporary defensive purposes, ISL may invest its assets in certain high quality short-term instruments denominated in dollars.
The Acquiring Fund may also invest in Depositary Receipts such as ADRs, GDRs and other types of Depositary Receipts. ISL does not invest in Depositary Receipts as part of its principal investment strategies.
The Acquiring Fund may experience a high portfolio turnover rate, particularly in the periods immediately after the Reorganization. ISL seeks to maintain a portfolio turnover rate of 50% or less.
The investment objective and investment strategies and policies of the Acquiring Fund are set out above under "INVESTMENT OBJECTIVE AND POLICIES OF THE ACQUIRING FUND." The investment objective and investment strategies and policies of ISL are set out below.
ISL: Investment Objective and Investment Strategies and Policies
The Fund seeks long-term capital appreciation by investing primarily in [equity securities of] issuers organized under the laws of Israel ("Israeli Companies"). The objective is a fundamental policy that may not be changed without the approval of a majority of the Fund's outstanding voting securities as defined in the 1940 Act.
Under normal circumstances, the Fund invests at least 80% of the value of its assets in investments that are tied economically to Israel, with substantially all of its assets invested in equity securities of Israeli Companies. As a matter of fundamental policy that may not be changed without approval of a majority of the Fund's outstanding voting securities as defined in the 1940 Act, the Fund will invest at least 65% of its total assets in Israeli Securities at all times. The Fund defines '"Israeli Securities" to include common and preferred stock, warrants, options and convertible debentures and debt securities of Israeli Companies, including those whose securities trade outside of Israel. There is no minimum amount of assets located in or revenue derived from Israel for such issuers' securities to be considered Israeli Securities by the Fund. The Fund expects that its portfolio will consist principally of Israeli equity securities, predominantly common stocks, although the Fund may also invest to a limited extent in preferred stocks, convertible securities, options and warrants. Although it does not expect to do so, the Fund may invest all or a portion of its assets
60
for temporary defensive purposes in high quality short-term dollar-denominated money market instruments rated in at least one of the two of the highest rating categories by either S&P or Moody's or in securities issued or guaranteed by the United States government. The Fund does not intend to lend securities it owns to third parties.
The Fund may invest up to 30% of its assets in unlisted equity securities of Israeli Companies, including those issued by new and early stage companies whose securities are not publicly traded. The Fund defines new and early stage companies as recently formed companies and companies with modest capitalization that typically have only one or limited products or service niches. The Fund will invest only in unlisted Israeli Securities that the investment adviser believes present opportunities for substantial growth over a period of two to five years. The investment adviser expects to seek such investments in scientific and technology oriented companies, including those in the software and computer fields. Investment in unlisted securities involves a degree of risk that can result in substantial or total loss of the Fund's investment as well as additional risks including uncertainties as to the valuations of securities and the inability to liquidate such investments on an established market.
Although the Fund has no intention of investing in debt securities, the Fund is permitted to invest without limit in Tel Aviv Stock Exchange ("TASE") listed, Shekel-denominated debt securities of the Israeli government or of Israeli Companies of any maturity or type if the investment adviser believes that it is appropriate to do so. Most Israeli debt securities are either linked to the consumer price index in Israel or to the dollar. Debt securities issued by Israeli Companies are generally not analyzed or rated by U.S. rating agencies. A rating agency was recently organized in Israel that currently rates only a few securities but expects eventually to rate many domestic Israeli securities. It uses a rating system similar to those of U.S. rating agencies, with Israeli government securities having the highest rating. In the event an investment in debt securities were to be made, the investment adviser would make investment decisions regarding such debt securities based on any available ratings, its determination of the creditworthiness of the individual issuer based on standard credit analysis including available financial statements, any available research on the company, other public or private information and, if necessary, conversations with the officers of the company and third parties and will inform the Fund's Board of Directors of such determinations. Such debt securities would be considered to be below investment grade or junk bond quality if rated by a United States rating agency, which would take account of country risk as well as the issuer's ability to pay interest and principal when due in assigning a rating. Credit analysis is separate and distinct from market risk, currency risk and interest rate fluctuations and relates only to an evaluation of the ability of the issuer to repay interest and principal.
The Fund does not expect to trade in securities for short-term gain, and accordingly, it is anticipated that the annual portfolio turnover rate will not exceed 50%. The Code and the Ruling of the Israeli Tax Authorities also impose certain turnover restrictions.
Temporary Investments. Although the Fund does not expect to do so, for temporary defensive purposes, it may invest its assets in certain high quality short-term instruments denominated in dollars. These instruments include (a) obligations of the United States government, its agencies or instrumentalities (including repurchase agreements with respect to these securities); (b) bank obligations (including certificates of deposit, time deposits and bankers' acceptances) of U.S. and foreign banks denominated in dollars; (c) floating rate securities and other instruments denominated in dollars issued by international development agencies, banks and other financial institutions, governments and their agencies and instrumentalities, and corporations, provided such floating rate securities have a rating determined by the investment adviser to be substantially equivalent to a rating of A-2 by S&P or P-2 by Moody's; (d) obligations of U.S. corporations that are rated no lower than A-2 by S&P or P-2 by Moody's, or the equivalent from another rating service; and (e) shares of money market funds that are authorized to invest in (a) through (d). Cash on hand for payments of dividends and Fund expenses may be invested in the foregoing securities pending disbursement.
Currency Transactions. The investment adviser generally will not seek to hedge against a decline in the value of the Fund's non-dollar-denominated (principally Shekel) portfolio securities resulting from currency devaluations or fluctuations. As a consequence, the Fund will be subject to the risk of changes in the value of the Shekel and other currencies in which Israeli Securities may be denominated other than the dollar affecting the value of its portfolio assets, as well as the value of the amounts of interest, dividends
61
and net realized capital gain received or to be received in Shekels that it intends to remit out of Israel. Therefore, the risk of currency devaluations and fluctuations and the effect these may have on the Fund should be carefully considered by investors in determining whether to purchase shares of the Fund.
Although the Fund does not currently intend to engage in hedging transactions, the Fund reserves the rig.ht to conduct currency exchange transactions either on a spot (i.e., cash) basis or through entering into forward contracts or available options contracts and options on futures contracts to purchase or sell currency, should suitable hedging instruments be or become available on acceptable terms.
Borrowing. While it does not expect to do so, the Fund is nonetheless authorized to borrow money to make distributions required to maintain qualification as a regulated investment company under the Code for U.S. tax purposes, for temporary or emergency purposes or for the clearance of transactions in an aggregate amount not exceeding 10% of its total assets (not including the amount borrowed) or to pay certain excise taxes. The Fund may borrow up to 33 1/3% of its total assets (including the amount borrowed) to finance share repurchases or tender offers. Borrowings by the Fund increase exposure to capital risk. In addition, borrowed funds are subject to interest costs that may offset or exceed the return earned on investment of such funds. The Fund will not purchase any securities whenever the amount of its borrowings exceeds 5% of its net assets.
Risk Factors. The risks of investing in each Fund are set out above under "RISK FACTORS AND SPECIAL CONSIDERATIONS." Because the Funds differ with regards to certain investment strategies and policies, some of their investment risks will be different. ISL has risk factors relating to its potential investments in Israel, a developed market, while the Acquiring Fund is subject to the risks of investing in emerging markets. The Acquiring Fund is subject to risks related to investments in Depositary Receipts, using leverage and high portfolio turnover, which are not applicable to ISL.
Comparison of IF and Acquiring Fund
Investment Objectives. The investment objective of IF is to achieve long-term capital appreciation with income as a secondary objective. The investment objective of the Acquiring Fund is to seek total return through a combination of capital appreciation and income. IF's investment objective is fundamental and may not be changed without the ap