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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

 

Investment Company Act file number: 811-05770
   
Exact name of registrant as specified in charter: abrdn Emerging Markets Equity Income Fund, Inc.
   
Address of principal executive offices: 1900 Market Street, Suite 200
  Philadelphia, PA 19103
   
Name and address of agent for service: Sharon Ferrari
  abrdn Inc.
  1900 Market Street, Suite 200
  Philadelphia, PA 19103
   
Registrant’s telephone number, including area code: 1-800-522-5465
   
Date of fiscal year end: December 31
   
Date of reporting period: December 31, 2022

 

 

 

Item 1. Reports to Stockholders.

 

 

 

 

tm235938d1ncsri002.gif

 

 

 

 

 

tm235938d1ncsri001.gif

                                    

abrdn Emerging Markets
Equity Income Fund, Inc. (AEF)
Annual Report
December 31, 2022
abrdn.com
 
 

 

Letter to Shareholders  (unaudited) 

Dear Shareholder,
We present the Annual Report, which covers the activities of abrdn Emerging Markets Equity Income Fund, Inc. (the “Fund”) for the fiscal year ended December 31, 2022.  The Fund’s investment objective is to seek to provide both current income and long-term capital appreciation.
Total Investment Return1
For the fiscal year ended December 31, 2022, the total return to shareholders of the Fund based on the net asset value (“NAV”) and market price of the Fund, respectively, compared to the Fund’s benchmark is as follows:
NAV2,3 -28.23%
Market Price2 -29.76%
MSCI Emerging Markets Index (Net Daily Total Return)4 -20.09%
For more information about Fund performance, please visit the Fund on the web at www.abrdnaef.com. Here, you can view quarterly commentary on the Fund's performance, monthly fact sheets, distribution and performance information, and other Fund literature.
NAV, Market Price and Premium(+)/Discount(-)
The below table represents comparison from current fiscal year end to prior fiscal year end of market price to NAV and associated Premium(+) and Discount(-).
   
  NAV Closing
Market
Price
Premium(+)/
Discount(-)
12/31/2022 $5.78 $5.15 -10.90%
12/31/2021 $8.70 $7.92 -9.00%
During the fiscal year ended December 31, 2022, the Fund’s NAV traded within a range of $5.08 to $8.98 and the Fund’s market price
traded within a range of $4.33 to $8.18. During the fiscal year ended December 31, 2022, the Fund’s shares traded within a range of a premium(+)/discount(-) of -7.00% to -16.00%.
Distribution Policy
The Fund has a managed distribution policy of paying quarterly distributions at an annual rate, set once a year, as a percentage of the rolling average of the Fund’s NAVs over the preceding three month period ending on the last day of the month immediately preceding the distribution’s declaration date. In June 2022, the Board of Directors of the Fund (the “Board”) determined the rolling distribution rate to be 6.5% for the 12-month period commencing with the distribution payable in June 2022. This policy will be subject to regular review by the Board.
The policy is expected to provide a steady and sustainable quarterly cash distribution to Fund shareholders that may help reduce any discount to NAV at which the Fund’s shares trade. There is no assurance that the Fund will achieve these results.
The distributions will be made from net investment income generated by dividends paid from the Fund’s underlying securities and return of capital. As net assets of the Fund may vary from quarter to quarter, the quarterly distribution may represent more or less than one quarter of 6.5% of the Fund’s net assets at the time of distribution. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the distributions or the terms of the Fund’s policy.
Credit Facility
On June 21, 2022, the Fund renewed its revolving credit facility for a 1-year period with The Bank of Nova Scotia with a committed facility of $65,000,000. The outstanding balance on the loan as of December 31, 2022 was $55,000,000. Under the terms of the loan
 
{foots1}
1 Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than original cost. Current performance may be lower or higher than the performance quoted. Net asset value return data include investment management fees, custodial charges and administrative fees (such as Director and legal fees) and assumes the reinvestment of all distributions.
{foots1}
2 Assuming the reinvestment of all dividends and distributions.
{foots1}
3 The Fund’s total return is based on the reported NAV for each financial reporting period end and may differ from what is reported on the Financial Highlights due to financial statement rounding or adjustments.
{foots1}
4 The MSCI Emerging Markets Index (Net Daily Total Return) (the "Index") captures large and mid-cap representation across 24 Emerging Markets (EM) countries. With 1,374 constituents, the Index covers approximately 85% of the free float-adjusted market capitalization in each country. EM countries in the Index are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The Index is calculated net of withholding taxes to which the Fund is generally subject. The Index is unmanaged and has been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. Index performance is not an indication of the performance of the Fund itself. For complete Fund performance, please visit http://www.abrdnaef.com.
  1
 

 

Letter to Shareholders  (unaudited)  (concluded)

facility and applicable regulations, the Fund is required to maintain certain asset coverage ratios for the amount of its outstanding borrowings. The Board regularly reviews the use of leverage by the Fund.
Unclaimed Share Accounts
Please be advised that abandoned or unclaimed property laws for certain states require financial organizations to transfer (escheat) unclaimed property (including Fund shares) to the state. Each state has its own definition of unclaimed property, and Fund shares could be considered “unclaimed property” due to account inactivity (e.g., no owner-generated activity for a certain period), returned mail (e.g., when mail sent to a shareholder  is returned to the Fund’s transfer agent as undeliverable), or a combination of both. If your Fund shares are categorized as unclaimed, your financial advisor or the Fund’s transfer agent will follow the applicable state’s statutory requirements to contact you, but if unsuccessful, laws may require that the shares be escheated to the appropriate state. If this happens, you will have to contact the state to recover your property, which may involve time and expense. For more information on unclaimed property and how to maintain an active account, please contact your financial adviser or the Fund’s transfer agent.
Open Market Repurchase Program
The Fund’s Board approved an open market repurchase and discount management policy (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase determined at the discretion of the Fund’s investment adviser. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of management based on historical discount levels and current market conditions. The Fund reports repurchase activity on the Fund's website on a monthly basis. For the fiscal year ended December 31, 2022, the Fund did not repurchase any shares through the Program.
Portfolio Holdings Disclosure
The Fund’s complete schedule of portfolio holdings for the second and fourth quarters of each fiscal year are included in the Fund’s semi-annual and annual reports to shareholders. The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. These reports are available on the SEC’s website at http://www.sec.gov. The Fund makes the information available to shareholders upon request and without charge by calling Investor Relations toll-free at 1-800-522-5465.
Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available by August 31 of the relevant year: (1) upon request without charge by calling Investor Relations toll-free at 1-800-522-5465; and (2) on the SEC’s website at http://www.sec.gov.
Investor Relations Information
As part of abrdn’s commitment to shareholders, we invite you to visit the Fund on the web at www.abrdnaef.com. Here, you can view monthly fact sheets, quarterly commentary, distribution and performance information, and other Fund literature.
Enroll in abrdn’s email services and be among the first to receive the latest closed-end fund news, announcements, videos, and other information. In addition, you can receive electronic versions of important Fund documents, including annual reports, semi-annual reports, prospectuses and proxy statements. Sign up today at https://www.abrdn.com/en-us/cefinvestorcenter/contact-us/preferences
Contact Us:
Visit: https://www.abrdn.com/en-us/cefinvestorcenter
Email: Investor.Relations@abrdn.com; or
Call: 1-800-522-5465 (toll free in the U.S.).
Yours sincerely,
/s/ Christian Pittard
Christian Pittard
President 
 
{foots1}
All amounts are U.S. Dollars unless otherwise stated.
2  
 

 

Report of the Investment  Adviser  (unaudited) 

Market/Economic Review
Emerging market (EM) equities, as measured by the Morgan Stanley Capital International (MSCI) Emerging Markets Index, retreated in an extremely challenging year for the asset class, lagging their developed market counterparts, as represented by the MSCI World Index.1 Stocks maintained a broad downtrend for most of 2022 as major central banks tightened monetary policy2 to counter rising price pressures, which were exacerbated by Russia’s invasion of Ukraine. The inflationary consequences of the war prompted central banks to act aggressively, triggering recession fears. Multiple interest rate hikes by the U.S. Federal Reserve (Fed) boosted the U.S. dollar, which further dented sentiment towards emerging markets. Compounding concerns were negative developments in China, including regulatory scrutiny across sectors, an ongoing property crisis, tensions with the U.S. and stringent lockdowns due to Beijing’s zero-COVID policy.
Losses were pared towards the year-end as emerging market equities staged an impressive comeback on hopes that the Fed may temper its pace of tightening. Markets also reacted positively to China’s rapid reversal of its zero-COVID policy, strong policy support and signs of stabilization in the U.S.-China relationship.
Performance Review
The abrdn Emerging Markets Equity Income Fund, Inc. returned -28.23%3 on a net asset value (NAV) basis for the 12-month period ended December 31, 2022 and lagged the -20.09%4 return of its benchmark, the MSCI Emerging Markets Index (Net Daily Total Return).
The bulk of the underperformance occurred between January and April 2022, and the exposure to Russia and stock selection in China were among the key reasons for the underperformance. Revaluing the Fund’s Russian holdings in Lukoil and Novatek, both major energy producing companies, to zero following Russia’s invasion of Ukraine proved costly. We made that decision due to the implementation of stringent capital controls in Russia following stiff Western sanctions on Moscow, which made it impossible to realise any value from our investments. Not holding former index heavyweight Gazprom, another Russian energy company, at the time was positive.
Due to the revaluation of the exposures in Russia, the Fund also lost its exposure to energy names at a time when oil prices hit record levels. Hence, the Fund’s underweight5 to Middle Eastern oil exporters in subsequent months detracted from relative performance as the equities gained from higher energy prices. However, the energy trade lost some of its shine in the final quarter of 2022 on recession worries and a weaker U.S. dollar.
Holdings in China, which faced multiple headwinds over the year, weighed on relative performance, but that was partially offset by the off-benchmark position in Hong Kong. China Merchants Bank, a leading Chinese commercial bank which we divested over the year, sold off after its president was removed and investigated by China’s anti-corruption watchdog, likely related to a prior tenure. That said, consumer names, including leisure and travel company China Tourism Group Duty Free, rose in anticipation of the post-COVID reopening towards the year-end. In Hong Kong, our position in insurer AIA proved favorable as Beijing’s rapid pivot away from its zero-COVID policy triggered sharp rallies in H-shares. Shipping company Pacific Basin Shipping too benefited from a recovery in dry bulk freight rates, strong results and the prospect of high dividends. We view these companies as high-quality exposures to China’s growth.
Meanwhile, mounting recession fears fuelled concerns over slowing demand for e-commerce, consumer electronics and semiconductor chips. Some of the Fund’s internet and technology holdings were affected, including digital consumer names like Prosus and Sea; we exited both companies over the year to pursue what we believed to be better, high-conviction opportunities elsewhere. The Fund’s core semiconductor holdings in ASML Holding, ASM International, Samsung Electronics and Taiwan Semiconductor Manufacturing Co also underperformed, but we believe they are best positioned to ride through the industry downcycle.
Elsewhere in Latin America, resource-rich Brazil and Mexico were initially buoyed by rising commodity prices, though they continued to fare well in the second half of the year even after commodity prices faltered, underpinned by strong fundamentals. However, gains in Brazil were pared following President Lula’s election victory in the last quarter of 2022, as investor sentiment fell on concerns over his more aggressive fiscal approach towards policymaking. Among the Fund’s
 
{foots1}
1 The MSCI Emerging Markets Index is an unmanaged index considered representative of stocks of developing countries. The MSCI World Index is an unmanaged index considered representative of stocks of developed countries. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index.
{foots1}
2 Monetary policy – Decisions made by a government, usually through its central bank, regarding the amount of money in circulation in the economy. This includes setting official interest rates.
{foots1}
3 Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than the original cost. Current performance may be lower or higher than the performance quoted. Net asset value return data include investment management fees, custodial charges and administrative fees (such as Director and legal fees) and assumes the reinvestment of all distributions.
{foots1}
4 Source: abrdn, 26 January 2023
{foots1}
5 Underweight – A portfolio holding less of a particular security (or sector or region) than the security’s weight in the benchmark portfolio.
  3
 

 

Report of the Investment  Adviser  (unaudited)  (concluded)

holdings, Mexican lender Banorte advanced amid higher interest rates, domestic consumption strength and the market’s positive reaction to the company’s announcement that it was no longer in the running to take over Citigroup’s Banamex unit. In addition, Brazilian stock exchange operator B3 and lender Banco contributed positively.
The Fund’s position in Indonesia was another bright spot as the economy benefitted from the post-COVID reopening and higher commodity prices. Local lenders Bank Rakyat and Bank Central Asia rose on rising interest rates. Elsewhere in South-East Asia, Thailand-based petroleum company PTT Exploration and Production outperformed on resilient results and relatively elevated oil prices.
The closed-end status allows the Fund to borrow for investment purposes, which can amplify gains or losses. The Fund aims to maintain leverage6 generally in the amount of 5%-15% of the Fund’s total assets and would not expect leverage to actively exceed 20% of total assets. However, in the period under review, the portfolio’s leverage negatively impacted performance due to weakness in the market. At this juncture, we believe the level of leverage is appropriate relative to the valuations of the Fund’s underlying holdings.
The Fund’s quarterly distribution reflects the Fund’s current policy to provide shareholders with a steady and sustainable cash distribution. This policy did not have a significant impact on the Fund’s investment strategy over the reporting period. During the 12-month period ended December 31, 2022, the distributions comprised dividend income and a return of capital. The Fund issued distributions totalling $0.44 per share for the 12-month period ended December 31, 2022.
Outlook
All in all, 2022 proved to be an incredibly challenging year for global emerging markets, dominated by Russia’s invasion of Ukraine, the subsequent supply shocks in markets resulting in high inflation, a tighter monetary environment and multiple headwinds that dented international investor sentiment towards China. While the U.S. continues to unwind years of loose monetary policy to tackle inflation, emerging market central banks are approaching the tail end
of their rates cycle. Larger emerging economies have relatively resilient currency reserves and current account positions compared to the past, while emerging market corporate balance sheets have emerged stronger from the pandemic, particularly as a global recession looms.
Meanwhile, the potential for a counter-cyclical recovery in China remains intact, aided by the country’s rapid reversal of its zero-COVID policy. Ultimately, we view this as a positive development. We anticipate that macro policy is likely to stay accommodative, with more legroom to support growth due to relatively low inflationary pressures. Beyond China, we believe other emerging markets are set to benefit from a global supply chain rearrangement post-pandemic, with international companies diversifying into markets like India and regions such as South-East Asia, where economic conditions have proven to be relatively resilient.
The portfolio remains focused on businesses with discernible quality characteristics, including sustainable free cash flow generation and earnings growth, pricing power and low debt levels. We believe these traits should help the businesses manage any near-term supply disruption and cost pressure. We expect markets to refocus on company fundamentals in 2023.
Risk Considerations
Past performance is not an indication of future results.
Foreign securities are more volatile, harder to price and less liquid than U.S. securities. They are subject to different accounting and regulatory standards, and political and economic risks. These risks are enhanced in emerging markets countries. Equity stocks of small and mid-cap companies carry greater risk and more volatility than equity stocks of larger, more established companies. Dividends are not guaranteed and a company’s future ability to pay dividends may be limited. The use of leverage will also increase market exposure and magnify risk.
abrdn Investments Limited

 
{foots1}
6 Leverage – usually refers to a fund being exposed by more than 100% of its net asset value to assets or markets; typically resulting from the use of debt or derivatives.
4  
 

 

Total Investment Return  (unaudited) 

The following table summarizes the average annual Fund performance compared to the Fund’s primary benchmark and Custom Index (as defined below) for the 1-year, 3-year, 5-year and 10-year periods ended December 31, 2022.
 1 Year3 Years5 Years10 Years
Net Asset Value (NAV)-28.23%-7.24%-2.97%-2.48%
Market Price-29.76%-6.85%-3.74%-2.70%
MSCI Emerging Markets Index (Net Daily Total Return)-20.09%-2.69%-1.40%1.44%
Custom AEF Emerging Markets Index1-20.09%-2.69%-0.01%-1.62%
Performance of a $10,000 Investment (as of December 31, 2022)
This graph shows the change in value of a hypothetical investment of $10,000 in the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.
tm235938d1ncsri003.jpg
All performance information for the periods prior to April 30, 2018 are for the Aberdeen Latin American Equity Fund, Inc. (“LAQ”), the performance and accounting survivor of the reorganizations of seven closed-end funds into the Fund. Performance information for periods prior to April 30, 2018 do not reflect the Fund’s current investment strategy. Returns prior to April 30, 2018 reflect the impact of any contractual waivers in effect for LAQ, without which performance would be lower. Effective April 30, 2018, abrdn Investments Limited (formerly known as Aberdeen Asset Managers Limited) (the "Investment Adviser" or the "Adviser"), the Fund’s Adviser, entered into an expense limitation agreement with the Fund that is effective through June 30, 2023.Without such waivers and limitation agreements, performance would be lower.
abrdn Inc. has entered into an agreement with the Fund to limit investor relations services fees,without which performance would be lower if the Fund’s investor services fees exceeded such limit during the relevant period. This agreement aligns with the term of the advisory agreement and may not be terminated prior to the end of the current term of the advisory agreement. See Note 3 in the Notes to Financial Statements.
{foots1}
1The Custom Index reflects the returns of the MSCI Emerging Markets Latin America Index (Net Daily Total Return) for periods prior to April 27, 2018 and the returns of the MSCI Emerging Markets Index (Net Daily Total Return) for periods subsequent to April 30, 2018. The indices and time periods for the Custom Index align with the strategies utilized and benchmark for the Fund during the same time periods.
 5
 

 

Total Investment Return  (unaudited)  (concluded)

Returns represent past performance. Total investment return at NAV is based on changes in the NAV of Fund shares and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program sponsored by the Fund’s transfer agent. All return data at NAV includes fees charged to the Fund, which are listed in the Fund’s Statement of Operations under “Expenses.” Total investment return at market value is based on changes in the market price at which the Fund’s shares traded on the NYSE American during the period and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program sponsored by the Fund’s transfer agent. The Fund’s total investment return is based on the reported NAV on the financial reporting period ended December 31, 2022. Because the Fund’s shares trade in the stock market based on investor demand, the Fund may trade at a price higher or lower than its NAV. Therefore, returns are calculated based on both market price and NAV. Past performance is no guarantee of future results.The performance information provided does not reflect the deduction of taxes that a shareholder would pay on  distributions received from the Fund.The current performance of the Fund may be lower or higher than the figures shown. The Fund’s yield, return, market price and NAV will fluctuate. Performance information current to the most recent month-end is available at www.abrdnaef.com or by calling 800-522-5465.
The net operating expense ratio excluding fee waivers based on the fiscal year ended December 31, 2022 was 1.74%. The net operating expense ratio net of fee waivers based on the fiscal year ended December 31, 2022 was 1.65%. The net operating expenses net of fee waivers and excluding interest expense based on the fiscal year ended December 31, 2022 was 1.20%. 
6 
 

 

Portfolio Summary   (as a percentage of net assets) (unaudited) 
As of December 31, 2022

The following table summarizes the sector composition of the Fund’s portfolio, in S&P Global Inc.’s Global Industry Classification Standard (“GICS”) Sectors. Industry allocation is shown below for any sector more than 25% of net assets.
Sectors  
Financials 26.7%
Banks 13.1%
Insurance 6.0%
Diversified Financial Services 3.5%
Capital Markets 3.1%
Consumer Finance 1.0%
Information Technology 26.5%
Semiconductors & Semiconductor Equipment 10.1%
Technology Hardware, Storage & Peripherals 6.8%
IT Services 4.7%
Electronic Equipment, Instruments & Components 3.4%
Software 1.5%
Consumer Discretionary 16.4%
Communication Services 10.6%
Materials 9.8%
Industrials 9.5%
Consumer Staples 9.0%
Energy 3.5%
Health Care 3.1%
Utilities 2.2%
Real Estate 2.0%
Private Equity 0.1%
Short-Term Investment 1.4%
Liabilities in Excess of Other Assets (20.8%)
  100.0%
The following chart summarizes the composition of the Fund’s portfolio by geographic classification.
Countries  
China 33.4%
India 17.6%
South Korea 10.9%
Taiwan 10.7%
Brazil 7.7%
Mexico 5.4%
Hong Kong 5.4%
Indonesia 4.9%
Thailand 3.0%
South Africa 3.0%
Vietnam 2.2%
Other, less than 2% each 15.2%
Short-Term Investment 1.4%
Liabilities in Excess of Other Assets (20.8%)
  100.0%
    
  7

 

Portfolio Summary   (as a percentage of net assets) (unaudited)  (concluded)
As of December 31, 2022

Currency Composition  
Hong Kong Dollar 26.6%
Indian Rupee 17.6%
Chinese Yuan Renminbi 12.2%
South Korean Won 10.9%
New Taiwan Dollar 10.7%
U.S. Dollar 7.4%
Brazilian Real 6.7%
South African Rand 5.8%
Indonesian Rupiah 4.9%
Euro Currency 4.7%
Thai Baht 3.0%
Saudi Arabia Riyal 2.8%
Mexican Peso 2.7%
Viet Nam Dong 2.2%
Polish Zloty 0.6%
Canadian Dollar 0.6%
Russian Ruble -
Short-Term Investment  1.4%
Liabilities in Excess of Other Assets (20.8%)
  100.0%
The following were the Fund’s top ten holdings as of December 31, 2022:
Top Ten Holdings  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR 7.3%
Tencent Holdings Ltd. 7.0%
Samsung Electronics Co. Ltd., Preferred Shares 6.8%
Alibaba Group Holding Ltd. 4.4%
Housing Development Finance Corp. Ltd. 3.5%
JD.com, Inc., A Shares 3.0%
AIA Group Ltd. 2.5%
LG Chem Ltd. 2.4%
Bank Rakyat Indonesia Persero Tbk PT 2.4%
SBI Life Insurance Co. Ltd. 2.4%
    
  Amounts listed as “–” are 0% or round to 0%.
 
8  

 

Portfolio of Investments  
As of December 31, 2022

  Shares Value
COMMON STOCKS—110.1%  
AUSTRALIA—1.5%
Materials—1.5%      
BHP Group Ltd.       141,316 $   4,371,720
AUSTRIA—1.3%
Materials—1.3%      
Mondi PLC       219,126   3,747,693
BRAZIL—7.7%
Consumer Discretionary—1.0%      
MercadoLibre, Inc.(a)         3,493   2,955,916
Consumer Staples—1.5%      
Raia Drogasil SA       947,491   4,267,158
Financials—2.6%      
B3 SA - Brasil Bolsa Balcao     1,789,265   4,470,697
Banco Bradesco SA     1,208,924   3,081,833
      7,552,530
Industrials—1.8%      
Rumo SA       776,199   2,741,699
WEG SA   367,500 2,669,625
      5,411,324
Information Technology—0.8%      
TOTVS SA   445,100 2,320,818
Total Brazil   22,507,746
CANADA—0.6%
Materials—0.6%      
First Quantum Minerals Ltd.   84,741 1,770,549
CHILE—1.1%
Financials—1.1%      
Banco Santander Chile, ADR   202,528 3,208,043
CHINA—33.4%
Communication Services—8.7%      
Meituan, Class B(a)(b)   229,300 5,080,332
Tencent Holdings Ltd.   481,500 20,415,775
      25,496,107
Consumer Discretionary—12.6%      
Alibaba Group Holding Ltd.(a)   1,167,600 12,811,969
China Tourism Group Duty Free Corp. Ltd., A Shares(a)(b)   102,200 2,995,401
China Tourism Group Duty Free Corp. Ltd., A Shares (Stock Connect)(c)   116,800 3,615,388
JD.com, Inc., A Shares   317,011 8,849,875
Midea Group Co. Ltd., A Shares (Stock Connect)(c)   675,386 5,012,234
Zhongsheng Group Holdings Ltd.   716,000 3,667,423
      36,952,290
Consumer Staples—3.3%      
Foshan Haitian Flavouring & Food Co. Ltd., A Shares(c)   367,528 4,198,694
Kweichow Moutai Co. Ltd., A Shares (Stock Connect)(c)   22,297 5,515,745
      9,714,439
Health Care—3.1%      
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., A Shares (Stock Connect)(c)   112,055 5,081,441
Wuxi Biologics Cayman, Inc.(a)(b)   547,500 4,146,713
      9,228,154
Industrials—2.5%      
Centre Testing International Group Co. Ltd., A Shares(c)   545,000 1,745,707
Estun Automation Co. Ltd., A Shares(c)   683,699 2,128,765
NARI Technology Co. Ltd., A Shares (Stock Connect)(c)   949,643 3,318,801
      7,193,273
  9

 

Portfolio of Investments   (continued)
As of December 31, 2022

  Shares Value
COMMON STOCKS (continued)  
CHINA (continued)
Information Technology—1.8%      
LONGi Green Energy Technology Co. Ltd., A Shares(c)       538,764 $   3,262,421
Yonyou Network Technology Co. Ltd., A Shares(c)       620,328   2,150,218
      5,412,639
Real Estate—1.4%      
China Resources Land Ltd.       889,500   4,046,663
Total China   98,043,565
FRANCE—1.9%
Energy—1.9%      
TotalEnergies SE        87,364   5,484,112
HONG KONG—5.4%
Financials—4.1%      
AIA Group Ltd.       655,400   7,237,832
Hong Kong Exchanges & Clearing Ltd.       112,232   4,822,636
      12,060,468
Industrials—1.3%      
Pacific Basin Shipping Ltd.   11,072,000 3,729,985
Total Hong Kong   15,790,453
INDIA—17.6%
Communication Services—0.7%      
Info Edge India Ltd.   43,000 2,031,770
Consumer Discretionary—1.2%      
Maruti Suzuki India Ltd.   34,449 3,492,687
Consumer Staples—2.0%      
Hindustan Unilever Ltd.   194,040 6,001,470
Financials—7.4%      
Housing Development Finance Corp. Ltd.   324,815 10,343,400
Kotak Mahindra Bank Ltd.   200,206 4,401,779
SBI Life Insurance Co. Ltd.(b)   466,083 6,929,989
      21,675,168
Information Technology—2.1%      
Infosys Ltd.   345,000 6,291,467
Materials—1.4%      
UltraTech Cement Ltd.   48,369 4,059,307
Real Estate—0.6%      
Godrej Properties Ltd.(a)   117,600 1,734,389
Utilities—2.2%      
Power Grid Corp. of India Ltd.   2,497,345 6,446,197
Total India   51,732,455
INDONESIA—4.9%
Communication Services—1.2%      
Telkom Indonesia Persero Tbk PT   15,114,500 3,639,754
Consumer Discretionary—0.4%      
Sepatu Bata Tbk PT(a)(d)   36,207,500 1,209,436
Financials—3.3%      
Bank Central Asia Tbk PT   4,925,300 2,700,729
Bank Rakyat Indonesia Persero Tbk PT   21,860,886 6,930,996
      9,631,725
Total Indonesia   14,480,915
KAZAKHSTAN—1.0%
Financials—1.0%      
Kaspi.KZ JSC, GDR(b)   39,818 2,859,887
10  

 

Portfolio of Investments   (continued)
As of December 31, 2022

  Shares Value
COMMON STOCKS (continued)  
MEXICO—5.4%
Consumer Staples—1.6%      
Fomento Economico Mexicano SAB de CV, ADR        59,990 $   4,686,419
Financials—2.0%      
Grupo Financiero Banorte SAB de CV, Class O       802,455   5,775,090
Industrials—1.1%      
Grupo Aeroportuario del Centro Norte SAB de CV, ADR        55,318   3,420,865
Materials—0.7%      
Grupo Mexico SAB de CV       565,833   1,994,854
Total Mexico   15,877,228
NETHERLANDS—1.7%
Information Technology—1.7%      
ASM International NV         8,821   2,238,191
ASML Holding NV         5,116   2,789,508
      5,027,699
PERU—0.7%
Financials—0.7%      
Credicorp Ltd.   15,157 2,056,199
POLAND—1.7%
Consumer Staples—0.6%      
Dino Polska SA(a)(b)   20,949 1,799,189
Industrials—1.1%      
InPost SA(a)   388,232 3,280,077
Total Poland   5,079,266
RUSSIA—0.0%
Energy—0.0%      
LUKOIL PJSC, ADR(d)(e)   106,851
Novatek PJSC(d)(e)   314,849
     
Financials—0.0%      
Sberbank of Russia PJSC(a)(d)(e)   730,234
Total Russia  
SAUDI ARABIA—1.6%
Financials—1.6%      
Al Rajhi Bank(a)   232,042 4,640,431
SOUTH AFRICA—3.0%
Financials—1.1%      
Sanlam Ltd.   1,060,671 3,041,323
Materials—1.9%      
Anglo American Platinum Ltd.   67,735 5,652,939
Total South Africa   8,694,262
SOUTH KOREA—1.7%
Industrials—1.7%      
Samsung Engineering Co. Ltd.(a)   276,442 4,890,465
TAIWAN—10.7%
Information Technology—10.7%      
Chroma ATE, Inc.   397,000 2,331,928
Delta Electronics, Inc.   230,000 2,132,097
Hon Hai Precision Industry Co. Ltd.   1,670,000 5,412,857
Taiwan Semiconductor Manufacturing Co. Ltd., ADR   1,474,000 21,407,578
      31,284,460
THAILAND—3.0%
Energy—1.6%      
PTT Exploration & Production PCL, Foreign Shares   934,400 4,758,542
  11

 

Portfolio of Investments   (continued)
As of December 31, 2022

  Shares Value
COMMON STOCKS (continued)  
THAILAND (continued)
Financials—1.4%      
Kasikornbank PCL, Foreign Shares       926,900 $   3,940,483
Total Thailand   8,699,025
UNITED ARAB EMIRATES—1.2%
Consumer Discretionary—1.2%      
Americana Restaurants International PLC(a)     4,355,960   3,535,305
UNITED STATES—0.8%
Information Technology—0.8%      
Globant SA(a)        13,993   2,353,063
VIETNAM—2.2%
Financials—0.4%      
Vietnam Technological & Commercial Joint Stock Bank(a)     1,225,000   1,343,292
Information Technology—1.8%      
FPT Corp.     1,614,700   5,259,670
Total Vietnam   6,602,962
Total Common Stocks   322,737,503
PREFERRED STOCKS—9.2%  
SOUTH KOREA—9.2%
Information Technology—6.8%      
Samsung Electronics Co. Ltd., Preferred Shares   500,556 20,058,960
Materials—2.4%      
LG Chem Ltd.(a)   32,256 7,116,703
Total South Korea   27,175,663
Total Preferred Stocks   27,175,663
PRIVATE EQUITY—0.1%  
GLOBAL—0.0%
Private Equity —0.0%      
Emerging Markets Ventures I LP, H Shares(a)(d)(f)(g)(h)(i)   11,723,413(j) 8,324
ISRAEL—0.0%
Private Equity —0.0%      
BPA Israel Ventures LLC(a)(d)(f)(g)(h)(i)(k)   3,349,175(j) 38,382
UNITED STATES—0.1%
Private Equity —0.1%      
Neurone Ventures II LP(a)(d)(f)(g)(i)(k)   1,522,368(j) 66,055
Telesoft Partners II QP LP(a)(d)(f)(i)(k)   2,400,000(j) 119,112
      185,167
Total Private Equity   231,873
SHORT-TERM INVESTMENT—1.4%  
State Street Institutional U.S. Government Money Market Fund, Premier Class(l)   4,014,113 4,014,113
Total Short-Term Investment   4,014,113
Total Investments
(Cost $402,940,552)—120.8%
354,159,152
Liabilities in Excess of Other Assets—(20.8%) (60,991,924)
Net Assets—100.0% $293,167,228
    
(a) Non-income producing security.
(b) Denotes a security issued under Regulation S or Rule 144A.
(c) China A Shares. These shares are issued in local currency, traded in the local stock markets and are held through either a Qualified Foreign Institutional Investor (QFII) license or the Shanghai or Shenzhen Hong-Kong Stock Connect program.
(d) Illiquid security.
(e) Level 3 security. See Note 2(a) of the accompanying Notes to Financial Statements.
(f) Fair Value is determined pursuant to procedures approved by the Fund’s Board of Directors. Unless otherwise noted, securities are valued by applying valuation factors to the exchange traded price. See Note  2(a)  of the accompanying Notes to Financial Statements for inputs used.
12  

 

Portfolio of Investments   (concluded)
As of December 31, 2022

(g) Considered in liquidation by the Fund's Adviser.
(h) As of December 31, 2022, the aggregate amount of open commitments for the Fund is $2,806,782.
(i) Restricted security, not readily marketable. See Note 2(b) of the accompanying Notes to Financial Statements.
(j) Represents contributed capital.
(k) Fund of Fund investment.
(l) Registered investment company advised by State Street Global Advisors. The rate shown is the 7 day yield as of December 31, 2022.
    
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
 
See Notes to Financial Statements.
  13

 

Statement of Assets and Liabilities 
As of December 31, 2022

Assets  
Investments, at value (cost $398,926,439) $350,145,039
Short-term investments, at value (cost $4,014,113) 4,014,113
Foreign currency, at value (cost $335,365) 346,873
Due from broker 258,666
Receivable for investments sold 20,515
Interest and dividends receivable 140,964
Tax reclaim receivable 59,012
Prepaid expenses in connection with revolving credit facility (Note 7) 12,139
Prepaid expenses 70,497
Total assets 355,067,818
Liabilities  
Revolving credit facility payable (Note 7) 55,000,000
Distributions payable 4,567,660
Deferred foreign capital gains tax (Note 2h) 1,310,203
Investment advisory fees payable (Note 3) 501,658
Interest payable on revolving credit facility 99,621
Director fees payable 62,250
Administration fees payable (Note 3) 57,415
Investor relations fees payable (Note 3) 32,200
Other accrued expenses 269,583
Total liabilities 61,900,590
 
Net Assets $293,167,228
Composition of Net Assets  
Common stock (par value $0.001 per share) (Note 5) $50,752
Paid-in capital in excess of par 418,367,290
Distributable accumulated loss (125,250,814)
Net Assets $293,167,228
Net asset value per share based on 50,751,778 shares issued and outstanding $5.78
 
See Notes to Financial Statements.
14  
 

 

Statement of Operations 
For the Year Ended December 31, 2022

Net Investment Income  
Investment Income:  
Dividends and other income (net of foreign withholding taxes of $1,097,246) $11,675,957
Total investment income 11,675,957
Expenses:  
Investment management fee (Note 3) 2,937,186
Custodian’s fees and expenses 375,200
Administration fee (Note 3) 268,719
Directors' fees and expenses 243,000
Investor relations fees and expenses (Note 3) 106,954
Legal fees and expenses 82,184
Reports to shareholders and proxy solicitation 81,777
Independent auditors’ fees and expenses 75,131
Insurance expense 64,836
Transfer agent’s fees and expenses 35,006
Miscellaneous 70,091
Total operating expenses, excluding interest expense 4,340,084
Interest expense (Note 7) 1,500,331
Total operating expenses before reimbursed/waived expenses 5,840,415
Expenses waived (Note 3) (309,304)
Net expenses 5,531,111
 
Net Investment Income/(Loss) 6,144,846
Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions:  
Net realized gain/(loss) from:  
Investment transactions (including $316,435 capital gains tax) (Note 2h) (21,008,793)
Foreign currency transactions (220,062)
  (21,228,855)
Net change in unrealized appreciation/(depreciation) on:  
Investments (including change in deferred capital gains tax of $668,387) (Note 2h) (110,997,859)
Foreign currency translation 3,624
  (110,994,235)
Net realized and unrealized loss from investments and foreign currencies (132,223,090)
Change in Net Assets Resulting from Operations $(126,078,244)
 
See Notes to Financial Statements.
  15
 

 

Statements of Changes in Net Assets 

  For the
Year Ended
December 31, 2022
For the
Year Ended
December 31, 2021
Increase/(Decrease) in Net Assets:    
Operations:    
Net investment income $6,144,846 $7,934,683
Net realized gain/(loss) from investments and foreign currency transactions (21,228,855) 2,117,757
Net change in unrealized depreciation on investments and foreign currency translation (110,994,235) (18,898,367)
Net decrease in net assets resulting from operations (126,078,244) (8,845,927)
Distributions to Shareholders From:    
Distributable earnings (6,410,460) (11,561,960)
Tax return of capital (15,920,323) (15,488,739)
Net decrease in net assets from distributions (22,330,783) (27,050,699)
Change in net assets (148,409,027) (35,896,626)
Net Assets:    
Beginning of year 441,576,255 477,472,881
End of year $293,167,228 $441,576,255
 
See Notes to Financial Statements.
16  
 

 

Statement of Cash Flows 
For the Year Ended December 31, 2022

Cash flows from operating activities:  
Net increase (decrease) in net assets resulting from operations $(126,078,244)
Adjustments to reconcile net increase (decrease) in net assets resulting
from operations to net cash provided by operating activities:
 
Investments purchased (135,387,546)
Investments sold and principal repayments 156,129,151
Increase in short-term investments, excluding foreign government (718,898)
Decrease in interest and dividends receivable 624,484
Increase in prepaid expenses (9,588)
Increase in interest payable on bank loan 63,780
Decrease in accrued investment management fees payable (721,731)
Decrease in other accrued expenses (170,737)
Net change in unrealized depreciation of investments 110,997,859
Net change unrealized appreciation on foreign currency translation (3,624)
Net realized loss on investments transactions 21,008,793
Net cash provided by operating activities 25,733,699
Cash flows from financing activities:  
Distributions paid to shareholders (25,375,890)
Net cash used in financing activities (25,375,890)
Effect of exchange rate on cash 11,163
Net change in cash 368,972
Unrestricted and restricted cash and foreign currency, beginning of year 236,567
Unrestricted and restricted cash and foreign currency, end of year $605,539
Supplemental disclosure of cash flow information:  
Cash paid for interest and fees on borrowing $1,436,551
See Notes to Financial Statements.
  17
 

 

Statement of Cash Flows  (concluded)
For the Year Ended December 31, 2022

Reconciliation of unrestricted and restricted cash to the statements of assets and liabilities    
  Year Ended
December 31, 2022
Year Ended
December 31, 2021
Foreign currency, at value $346,873 $236,567
Due from broker 258,666
  $605,539 $236,567
Amounts listed as “–” are $0 or round to $0. 
See Notes to Financial Statements.
18  
 

 

 

Financial Highlights 

  For the Fiscal Years Ended December 31,
  2022 2021 2020 2019 2018(a)(b)
PER SHARE OPERATING PERFORMANCE(c):          
Net asset value per common share, beginning of year $8.70 $9.41 $8.66 $7.37 $9.99
Net investment income 0.12 0.16 0.23 0.23 0.19
Net realized and unrealized gains/(losses) on investments and foreign
currency transactions
(2.60) (0.34) 0.79 1.21 (1.36)
Total from investment operations applicable to common shareholders (2.48) (0.18) 1.02 1.44 (1.17)
Distributions to common shareholders from:          
Net investment income (0.13) (0.22) (0.27) (0.17) (0.13)
Net realized gains (1.36)
Tax return of capital (0.31) (0.31) (–)
Total distributions (0.44) (0.53) (0.27) (0.17) (1.49)
Capital Share Transactions:          
Impact of open market repurchase program 0.01
Impact due to tender offer 0.02 0.03
Total capital share transactions 0.02 0.04
Net asset value per common share, end of year $5.78 $8.70 $9.41 $8.66 $7.37
Market price, end of year $5.15 $7.92 $8.16 $7.62 $6.35
Total Investment Return Based on(d):          
Market price (29.76%) 3.27% 11.42% 22.80% (16.72%)
Net asset value (28.23%) (1.63%) 13.06% 20.25% (10.38%)
Ratio to Average Net Assets/Supplementary Data:          
Net assets, end of year (000 omitted) $293,167 $441,576 $477,473 $439,330 $440,819
Average net assets applicable to common shareholders (000 omitted) $335,898 $492,593 $390,881 $442,354 $445,001
Total expenses, net of fee waivers 1.65% 1.31% 1.44% 1.54% 1.55%(e)(f)
Total expenses, excluding fee waivers 1.74% 1.27% 1.44% 1.57% 1.56%(e)(f)
Total expenses, excluding taxes net of fee waivers 1.65% 1.31% 1.44% 1.54% 1.45%(e)
Total expenses, excluding taxes and interest and revolving credit facility expenses, net of fee waivers 1.20% 1.21% 1.27% 1.19% 1.25%(e)
Net Investment income 1.83% 1.61% 2.96% 2.92% 2.24%(f)
Portfolio turnover 32% 50% 21% 13% 145%(g)
Senior securities (loan facility) outstanding (000 omitted) $55,000 $55,000 $40,900 $40,900 $49,000
Asset coverage ratio on revolving credit facility at year end 633% 903% 1,267% 1,174% 1,000%
Asset coverage per $1,000 on revolving credit facility at year end(h) $6,330 $9,029 $12,674 $11,742 $9,996
    
(a) Historical net asset value and per share amounts for the accounting survivor of the reorganizations have been recasted to reflect the conversion ratio of 2.9187 in effect on the date of reorganization of April 27, 2018. Ratios to Average Net Assets were not impacted.
(b) Seven abrdn funds reorganized into abrdn Emerging Markets Equity Income Fund on April 27, 2018.
(c) Based on average shares outstanding.
 
See Notes to Financial Statements.
  19
 

 

Financial Highlights  (concluded)

(d) Total investment return based on market value is calculated assuming that shares of the Fund’s common stock were purchased at the closing market price as of the beginning of the period, dividends, capital gains and other distributions were reinvested as provided for in the Fund’s dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Fund’s net asset value is substituted for the closing market value.
(e) Effective April 30, 2018, the Fund entered into an expense limitation agreement to limit 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 1.20% of the average daily Net Assets of the Fund on an annualized basis. (Note 3) Prior to this, there was no expense limitation agreement in place.
(f) Ratios include the effect of Chilean taxes.
(g) The variation in the Fund’s turnover rate in 2018 was primarily due to the reorganization of the Fund and change in investment strategy during that year.
(h) Asset coverage ratio is calculated by dividing net assets plus the amount of any borrowings, for investment purposes by the amount of the Revolving Credit Facility.
Amounts listed as “–” are $0 or round to $0. 
See Notes to Financial Statements.
20  
 

 

 
Notes to Financial Statements 
December 31, 2022

1.  Organization
abrdn Emerging MarketsEquity Income Fund, Inc. (the “Fund”) was incorporated in Maryland on January 30, 1989 and commenced investment operations on September 27, 1989. The Fund is registered under the Investment Company Act of1940, as amended (the “1940 Act”), as a non-diversified closed-end, management investment company. The Fund trades on the NYSE American under the ticker symbol “AEF”.
2.  Summary of SignificantAccounting Policies
The Fund is an investmentcompany and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 FinancialServices-Investment Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to generally accepted accountingprinciples ("GAAP") in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosureof contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The accounting records ofthe Fund are maintained in U.S. Dollars and the U.S. Dollar is used as both the functional and reporting currency.
a.  Security Valuation:
The Fund values itssecurities at current market value or fair value, consistent with regulatory requirements. "Fair value" is defined in the Fund's Valuation and Liquidity Procedures as the price that could be received to sell an assetor paid to transfer a liability in an orderly transaction between willing market participants without a compulsion to transact at the measurement date. Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors(the "Board") designated abrdn Investments Limited (formerly, Aberdeen Asset Managers Limited) (the "Adviser") as the valuation designee ("Valuation Designee") for the Fund to perform the fair valuedeterminations relating to Fund investments for which market quotations are not readily available.
Equity securities that aretraded on an exchange are valued at the last quoted sale price or the official close price on the principal exchange on which the security is traded at the “Valuation Time” subject to application, whenappropriate, of the valuation factors described in the paragraph below. Under normal circumstances, the Valuation Time is as of the close of regular trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m.Eastern Time). In the absence of a sale price, the security is valued at the mean of the bid/ask price quoted at the close on the principal exchange on which the security is traded. Securities traded on NASDAQ arevalued at the NASDAQ official closing price. Closed-end funds and exchange-traded funds (“ETFs”)
are valued at the market price of thesecurity at the Valuation Time. A security using any of these pricing methodologies is determined to be a Level 1 investment.
Foreign equity securitiesthat are traded on foreign exchanges that close prior to Valuation Time are valued by applying valuation factors to the last sale price or the mean price as noted above. Valuation factors are provided by anindependent pricing service provider. These valuation factors are used when pricing the Fund's portfolio holdings to estimate market movements between the time foreign markets close and the time the Fund values suchforeign securities.These valuation factors are based on inputs such as depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. Whenprices with the application of valuation factors are utilized, the value assigned to the foreign securities may not be the same as quoted or published prices of the securities on their primary markets. A security thatapplies a valuation factor is determined to be a Level 2 investment because the exchange-traded price has been adjusted. Valuation factors are not utilized if the independent pricing service provider is unable toprovide a valuation factor or if the valuation factor falls below a predetermined threshold; in such case, the security is determined to be a Level 1 investment.
Short-term investments arecomprised of cash and cash equivalents invested in short-term investment funds which are redeemable daily. The Fund sweeps available cash into the State Street Institutional U.S. Government Money Market Fund,which has elected to qualify as a “government money market fund” pursuant to Rule 2a-7 under the 1940 Act, and has an objective, which is not guaranteed, to maintain a $1.00 per share NAV. Generally, theseinvestment types are categorized as Level 1 investments.
In the event that asecurity’s market quotations are not readily available or are deemed unreliable (for reasons other than because the foreign exchange on which it trades closes before the Valuation Time), the security is valuedat fair value as determined by the  Valuation Designee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. A security that hasbeen fair valued by the Valuation Designee may be classified as Level 2 or Level 3 depending on the nature of the inputs.
In accordance with theauthoritative guidance on fair value measurements and disclosures under GAAP, the Fund discloses the fair value of its investments using a three-level hierarchy that classifies the inputs to valuation techniques usedto measure the fair value. The hierarchy assigns Level 1, the highest level, measurements to valuations based upon unadjusted quoted prices in active markets for identical assets, Level 2 measurements to valuationsbased upon other significant observable inputs, including adjusted quoted prices in
 
  21
 

 

Notes to Financial Statements  (continued)
December 31, 2022

active markets for similar assets, and Level3, the lowest level, measurements to valuations based upon unobservable inputs that are significant to the valuation. Inputs refer broadly to the assumptions that market participants would use in pricing the asset orliability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including a pricing model and/or the risk inherent in the inputs to thevaluation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability, which are based on market dataobtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing theasset or liability developed based on the best information available in the circumstances. A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that issignificant to the fair value measurement.
The three-level hierarchy ofinputs is summarized below:
Level 1 - quoted prices inactive markets for identical investments;
Level 2 - other significant observableinputs (including quoted prices for similar securities, interest rates, prepayment speeds, and credit risk); or
Level 3 - significant unobservable inputs(including the Fund’s own assumptions in determining the fair value of investments).
The Fund may also invest in private equityprivate placement securities, which represented 0.1% of the net assets of the Fund as of December 31, 2022. The private equity private placement securities in which the Fund is invested are deemed to be restrictedsecurities. In the absence of readily ascertainable market values, these securities are valued at fair value as determined in good faith by, or under the direction of the Board, pursuant to valuation policies andprocedures established by the Board. The Fund’s estimate of fair value assumes a willing buyer and a willing seller neither of whom are acting under the compulsion to buy or sell. Although these securities maybe resold in privately negotiated transactions, the prices realized on such sales could differ from the prices originally paid by the Fund or the current carrying values, and the difference could be material. Thesesecurities are stated at fair value by utilizing the net asset valuations provided by the underlying funds as a practical expedient. In determining the fair value of these investments, management uses the marketapproach which includes as the primary input the capital balance reported; however, adjustments to the reported capital balance may be made based on various factors, including, but not limited to, the attributes ofthe interest held, including the rights and obligations, and any restrictions or illiquidity of such interests, and the fair value of these private equity investments. No such adjustments were made to the NAVsprovided by the underlying funds.
 
A summary of standardinputs is listed below:
Security Type Standard Inputs
Foreign equities utilizing a fair value factor Depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and localexchange opening and closing prices of each security.
The following is asummary of the inputs used as of December 31, 2022 in valuing the Fund's investments at fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated withinvesting in those securities.
Investments, at Value Level 1 – Quoted
Prices
Level 2 – Other Significant
Observable Inputs
Level 3 – Significant
Unobservable Inputs
Total
Assets    
Investments in Securities      
Common Stocks $36,007,063 $286,730,440 $– $322,737,503
Preferred Stocks 27,175,663 27,175,663
Short-Term Investment 4,014,113 4,014,113
Total $ 40,021,176 $ 313,906,103 $– $353,927,279
Private Equity(a)       231,873
Total Investments in Securities       $354,159,152
Amounts listed as “–” are $0 or round to $0.
(a) Private Equity investments are measured at the net asset valuations provided by the underlying funds as a practical expedient and have not been classified in thefair value levels. The fair value amounts presented are intended to permit reconciliation to the total investment amount presented in the Portfolio of Investments.
22  
 

 

Notes to Financial Statements  (continued)
December 31, 2022

During the year ended December 31, 2022,there have been no transfers between levels and no significant changes to the fair valuation methodologies. The Fund held no Level 3 investments during and at the end of the fiscal year and accordingly, areconciliation of Level 3 assets for the year ended December 31, 2022 is not presented. The valuation technique used at December 31, 2022 was fair valuation at zero pursuant to procedures approved by the Board.
b.  RestrictedSecurities:
Restricted securities areprivately-placed securities whose resale is restricted under U.S. securities laws. The Fund may invest in restricted securities, including unregistered securities eligible for resale without registration pursuant toRule 144A and privately-placed securities of U.S. and non-U.S. issuers offered outside the U.S. without registration pursuant to Regulation S under the Securities Act of 1933, as amended (the "1933 Act"). Rule 144Asecurities may be freely traded among certain qualified institutional investors, such as the Fund, but resale of such securities in the U.S. is permitted only in limited circumstances.
c.  Foreign CurrencyTranslation:
Foreign securities,currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of the Valuation Time, as provided byan independent pricing service approved by the Board.
Foreign currency amounts aretranslated into U.S. Dollars on the following basis:
(i) market value of investmentsecurities, other assets and liabilities – at the current daily rates of exchange at the Valuation Time; and
(ii) purchases and sales ofinvestment securities, income and expenses – at the relevant rates of exchange prevailing on the respective dates of such transactions.
The Fund does not isolatethat portion of gains and losses on investments in equity securities due to changes in the foreign exchange rates from the portion due to changes in market prices of equity securities. Accordingly, realized andunrealized foreign currency gains and losses with respect to such securities are included in the reported net realized and unrealized gains and losses on investment transactions balances.
The Fund reports certainforeign currency related transactions and foreign taxes withheld on security transactions as components of realized gains for financial reporting purposes, whereas such foreign currency related transactions aretreated as ordinary income for U.S. federal income tax purposes.
Net unrealized currency gainsor losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation
in value of investments, and translation ofother assets and liabilities denominated in foreign currencies.
Net realized foreign exchangegains or losses represent foreign exchange gains and losses from transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement dateon security transactions, and the difference between the amounts of interest and dividends recorded on the Fund’s books and the U.S. Dollar equivalent of the amounts actually received.
Foreign security and currencytransactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.Generally, when the U.S. Dollar rises in value against foreign currency, the Fund’s investments denominated in that foreign currency will lose value because the foreign currency is worth fewer U.S. Dollars; theopposite effect occurs if the U.S. Dollar falls in relative value.
d.  Rights Issues andWarrants:
Rights issues give theright, normally to existing stockholders, to buy a proportional number of additional securities at a given price (generally at a discount) within a fixed period (generally a short-term period) and are offered at thecompany’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. Rights issues and warrants are speculative and have no valueif they are not exercised before the expiration date. Rights issues and warrants are valued at the last sale price on the exchange on which they are traded.
e.  Security Transactions,Investment Income and Expenses:
Security transactions arerecorded on the trade date. Realized and unrealized gains/(losses) from security and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date except forcertain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Interest income and expenses are recorded on an accrual basis.
Certain distributionsreceived by the Fund could represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or othercorrespondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain.
f.  Distributions:
The Fund records dividendsand distributions payable to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital
 
  23
 

 

Notes to Financial Statements  (continued)
December 31, 2022

gains are determined in accordance withfederal income tax regulations, which may differ from GAAP. These book basis/tax basis differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, suchamounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment incomeand net realized capital gains for tax purposes are reported as return of capital.
g.  Federal Income Taxes:
The Fund intends tocontinue to qualify as a “regulated investment company” by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code of 1986, asamended the ("Code"), and to make distributions of net investment income and net realized capital gains sufficient to relieve the Fund from all federal income taxes. Therefore, no federal income tax provision isrequired.
The Fund recognizes the taxbenefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management of the Fund has concluded that there are nosignificant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns foreach of the most recent four fiscal years up to the most recent fiscal year ended December 31, 2022 are subject to such review.
h.  Foreign WithholdingTax:
Dividend and interestincome from non-U.S. sources received by the Fund are generally subject to non-U.S. withholding taxes and are recorded on the Statement of Operations. The Fund files for tax reclaims for the refund of suchwithholdings taxes according to tax treaties. Tax reclaims that are deemed collectible are booked as tax reclaim receivable on the Statement of Assets and Liabilities. In addition, the Fund may be subject to capitalgains tax in certain countries in which it invests. The above taxes may be reduced or eliminated under the terms of applicable U.S. income tax treaties with some of these countries. The Fund accrues such taxes whenthe related income is earned.
In addition, when the Fundsells securities within certain countries in which it invests, the capital gains realized may be subject to tax. Based on these market requirements and as required under GAAP, the Fund accrues deferred capital gainstax on securities currently held that have unrealized appreciation within these countries. The amount of deferred capital gains tax accrued is reported on the Statement of Assets and Liabilities.
i.  Partnership Accounting Policy:
The Fund records itspro-rata share of the income/(loss) and capital gains/(losses) allocated from the private equity investments, which are classified as partnerships, and adjusts the cost of the underlying partnerships accordingly.These amounts are included in the appropriate line items on the Fund’s Statement of Operations.
3.  Agreements and Transactionswith Affiliates
a.  Investment Adviser:
abrdn Investments Limitedserves as the Fund’s investment adviser with respect to all investments. The Adviser is an indirect wholly-owned subsidiary of abrdn plc (formerly known as Standard Life Aberdeen plc). The Adviser receives anannual fee, calculated weekly and paid quarterly, equal to 0.90% of the first $250 million, 0.80% of amounts $250-$500 million and 0.75% of amounts over $500 million. For the fiscal year ended December 31, 2022, theAdviser earned $2,937,186 for advisory services.
The Adviser entered into awritten contract (the “Expense Limitation Agreement”) with the Fund that is effective through June 30, 2023. The Expense Limitation Agreement limits the total ordinary operating expenses of the Fund(excluding any interest, taxes, brokerage fees, short sale dividend and interest expenses and non-routine expenses) from exceeding 1.20% of the average daily Net Assets of the Fund on an annualized basis. Through  December 31, 2022, the Adviser waived a total of $309,304 pursuant to the Expense Limitation Agreement. The Adviser may request and receive reimbursement of the advisory fees waived and other expenses reimbursedpursuant to the Expense Limitation Agreement as of a date not more than three years after the date when the Adviser limited the fees or reimbursed the expenses; provided that the following requirements are met: thereimbursements do not cause the 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 atthe time the expenses are being recouped by the Adviser (the “Reimbursement Requirements”).
As of December 31, 2022, tothe extent the Reimbursement Requirements are met, the cumulative potential reimbursements to the Adviser for the Fund, based on expenses reimbursed by the Adviser, including adjustments described above, would be:
Amount Fiscal Year 2022 (Expires 12/31/25)   $309,304
Total*   $309,304
    
* Amounts reported are due to expire throughout the respective 3-year expiration period presented above.
b.  Fund Administration:
abrdn Inc. (formerly,Aberdeen Standard Investments Inc.), an affiliate of the Adviser, is the Fund’s Administrator, pursuant to an agreement
 
24  
 

 

Notes to Financial Statements  (continued)
December 31, 2022

under which abrdn Inc. receives a fee paidby the Fund, at an annual fee rate of 0.08% of the Fund’s average monthly net assets. For the fiscal year ended December 31, 2022, abrdn Inc. earned $268,719 from the Fund for administration services.
c.  Investor Relations:
Under the terms of theInvestor Relations Services Agreement, abrdn Inc. provides and/or engages third parties to provide investor relations services to the Fund and certain other funds advised by the Adviser or its affiliates as part of anInvestor Relations Program. Under the Investor Relations Services Agreement, the Fund owes a portion of the fees related to the Investor Relations Program (the “Fund’s Portion”). However, investorrelations services fees are limited by abrdn Inc. so that the Fund will only pay up to an annual rate of 0.05% of the Fund’s average weekly net assets. Any difference between the capped rate of 0.05% of theFund’s average weekly net assets and the Fund’s Portion is paid for by abrdn Inc.
Pursuant to the terms of theInvestor Relations Services Agreement, abrdn Inc. (or third parties hired by abrdn Inc.), among other things, provides objective and timely information to shareholders based on publicly-available information; providesinformation efficiently through the use of technology while offering shareholders immediate access to knowledgeable investor relations representatives; develops and maintains effective communications with investmentprofessionals from a wide variety of firms; creates and maintains investor relations communication materials such as fund manager interviews, films and webcasts, publishes white papers, magazine articles and otherrelevant materials discussing the Fund’s investment results, portfolio positioning and outlook; develops and maintains effective communications with large institutional shareholders; responds to specificshareholder questions; and reports activities and results to the Board and management detailing insight into general shareholder sentiment.
During the fiscal year endedDecember 31, 2022, the Fund incurred investor relations fees of approximately $106,954. For the fiscal year ended December 31, 2022, abrdn Inc. did not contribute to the investor relations fees for the Fund becausethe Fund’s contribution was below 0.05% of the Fund’s average weekly net assets on an annual basis.
4.  Investment Transactions
Purchases and sales ofinvestment securities (excluding short-term securities) for the fiscal year ended December 31, 2022, were $125,698,776 and $148,021,927, respectively.
5.  Capital
The authorized capital ofthe Fund is 100 million shares of $0.001 par value per share of common stock. As of December 31, 2022, there were 50,751,778 shares of common stock issued and outstanding.
6.  Open Market RepurchaseProgram
The Board approved an openmarket repurchase and discount management policy (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchasedetermined at the discretion of the Fund’s investment adviser. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of management based on historicaldiscount levels and current market conditions.
On a quarterly basis, theFund’s Board will receive information on any transactions made pursuant to this policy during the prior quarter and management will post the number of shares repurchased on the Fund’s website on a monthlybasis.  Under the terms of the Program, the Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12 month period.
For the fiscal year endedDecember 31, 2022, the Fund did not repurchase any shares through this program.
7.  Credit Facility
On June 21, 2022, the Fundrenewed its revolving credit facility for a 1-year period with The Bank of Nova Scotia with a committed facility of $65,000,000. The outstanding balance on the loan as of December 31, 2022 was $55,000,000. During thecurrent fiscal period the average daily balance outstanding and the average interest rate on the loan facility was $55,000,000 and 2.64%, respectively. The interest expense is accrued on a daily basis and is payableto The Bank of Nova Scotia on a monthly basis. The Fund uses leverage for investment purposes. In the event of a general market decrease in the value of assets in which the Fund invests, the effect of that declinewill be magnified in the Fund because of the additional assets purchased with the proceeds of the leverage. Non-recurring expenses in connection with the implementation of the loan facility will reduce theFund’s performance.
The Fund’s leveragedcapital structure creates special risks not associated with unleveraged funds having similar investment objectives and policies. The funds borrowed pursuant to the loan facility may constitute a substantial lien andburden by reason of their prior claim against the income of the Fund and against the net assets of the Fund in liquidation. The Fund is not permitted to declare dividends or other distributions in the event of defaultunder the loan facility. In the event of a default under the loan facility, the lenders have the right to cause a liquidation of the collateral (i.e., sell portfolio securities and other assets of the Fund) and, ifany such default is not
 
  25
 

 

 
Notes to Financial Statements  (continued)
December 31, 2022

cured, the lenders may be able to control the liquidation as well. A liquidation of the Fund’s collateral assets in an event of default, or a voluntary paydown of the loan facility in order to avoid an event of default, would typically involve administrative expenses and sometimes penalties. Additionally, such liquidations often involve selling off of portions of the Fund’s assets at inopportune times which can result in losses when markets are unfavorable. The loan facility has a one year term and is not a perpetual form of leverage; there can be no assurance that the loan facility will be available for renewal on acceptable terms, if at all. Bank loan fees and expenses included in the Statement of Operations include fees for the loan facility as well as commitment fees for any portion of the loan facility not drawn upon at any time during the period. During the fiscal year ended December 31, 2022, the Fund incurred fees of approximately $1,500,331.
The credit agreement governing the loan facility includes usual and customary covenants for this type of transaction. These covenants
impose on the Fund asset coverage requirements, Fund composition requirements and limits on certain investments, such as illiquid investments, which are more stringent than those imposed on the Fund by the 1940 Act. The covenants or guidelines could impede the Investment Adviser from fully managing the Fund’s portfolio in accordance with the Fund’s investment objective and policies. Furthermore, non-compliance with such covenants or the occurrence of other events could lead to the cancellation of the loan facility.
8.  Private Equity Investments
Certain of the Fund’s investments, listed in the chart below, are restricted as to resale and are valued at NAV as determined in good faith by, or under the direction of, the Board under procedures established by the Board in the absence of readily ascertainable market values.
 
Security(a) Acquisition Date(s) Commitment Cost Fair
Value at
12/31/22
Percent
of Net
Assets
Cumulative
Distributions
Received(b)
BPA Israel Ventures LLC(c) 10/05/00 - 12/09/05 $4,600,000 $1,696,650 $38,382 0.02 818,946
Emerging Markets Ventures I LP(c) 01/22/98 - 01/10/06 $13,100,000 $3,935,952 $8,324 0.00 12,787,187
Neurone Ventures II LP 11/24/00 - 12/21/10 1,500,000 5,407 66,055 0.02 1,554,502
Telesoft Partners II QP LP 07/14/00 - 03/01/10 2,400,000 892,115 119,112 0.04 1,674,183
Amounts listed as “–” are $0 or round to $0.
(a) Telesoft Partners II QP, L.P. is still considered an active investment by the Fund’s Adviser. Neurone Ventures II, L.P., BPA Israel Ventures, LLC, and Emerging Markets Ventures I, L.P. are in liquidation.
(b) Cumulative Distributions include distributions received from Income, realized gains or return of capital. Distributions from return of capital will reduce the cost basis of the security.
(c) BPA Israel Ventures LLC has open commitments of $1,250,825. Emerging Markets Ventures I, L.P. has open commitments of $1,555,957. These investments are in liquidation status, as indicated on the Portfolio of Investments. As such, future contributions are expected to be limited.
The Fund may incur certain costs in connection with the disposition of the above securities.
9.  Portfolio Investment Risks
a.  China Risk:
The economy of China differs from the U.S. and other more established economies in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, and some of these differences are unfavorable to investors. Therefore, 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. Exposure to China may be gained through investments in securities that are economically tied to China or, in some cases, through direct investment in China securities. The
Fund invests in China A shares. China A shares are shares in mainland China-based companies that trade on Chinese stock exchanges and are usually only available to foreign investors through a quota license or by purchasing Shanghai and Shenzhen Stock Exchange-listed securities via brokers in Hong Kong through the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect programs (collectively, "Stock Connect”). Investing in China A shares may involve special risk considerations such as volatility in the China A share market and uncertainty regarding taxation.
 
26  

 

Notes to Financial Statements  (continued)
December 31, 2022

The Fund’s ability to freely trade in China A shares as a foreign investor through the quota license or Stock Connect may be limited by quota and repatriation restrictions, and utilizing Stock Connect is subject to trading, clearance and settlement procedures in China that are relatively new and untested.
The Fund may also gain exposure to companies based or operated in China by investing through legal structures known as variable interest entities (VIEs). Instead of directly owning the equity securities of a Chinese company, a VIE enters into service and other contracts with the Chinese company. Although the VIE has no equity ownership of the Chinese company, the contractual arrangements permit the VIE to consolidate the Chinese company into its financial statements. The Chinese government could intervene with respect to VIEs, which could significantly affect the Chinese company's performance and the enforceability of the VIE's contractual arrangement with the Chinese company.
b.  Equity Securities Risk:
The stock or other security of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer than expected earnings or certain management decisions) or to the industry in which the company is engaged (such as a reduction in the demand for products or services in a particular industry). Holders of common stock generally are subject to more risks than holders of preferred stock or debt securities because the right to repayment of common stockholders’ claims is subordinated to that of preferred stock and debt securities upon the bankruptcy of the issuer.
c.  Illiquid Securities Risk:
Illiquid securities are assets that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the asset. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities. Illiquid securities are relatively less liquid securities may also be difficult to value.
d.  Issuer Risk:
The value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services.
e.  Leverage Risk:
The Fund may use leverage to purchase securities. Increases and decreases in the value of the Fund's portfolio will be magnified when the Fund uses leverage.
f.  Management Risk:
The Fund is subject to the risk that the Adviser may make poor security selections. The Adviser, and its portfolio managers apply their own investment techniques and risk analyses in making investment decisions for the Fund and there can be no guarantee that these decisions will achieve the desired results for the Fund. In addition, the Adviser may select securities that underperform the relevant market or other funds with similar investment objectives and strategies.
g.  Market Events Risk:
Markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, the fluctuation of other stock markets around the world, and financial, economic and other global market developments and disruptions, such as those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public health emergencies and natural/environmental disasters. Such events can negatively impact the securities markets and cause the Fund to lose value.
One such event is the COVID-19 pandemic, which has caused major disruptions to economies and markets around the world, including the markets in which the Fund invests, and which has and may continue to negatively impact the value of the Fund’s investments.
Policy and legislative changes in countries around the world are affecting many aspects of financial regulation, and governmental and quasi-governmental authorities and regulators throughout the world have previously responded to serious economic disruptions with a variety of significant fiscal and monetary policy changes.
The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. In addition, economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Fund’s investments may be negatively affected by such events.
For example, whether or not the Fund invests in securities of issuers located in Europe (whether the EU, Eurozone or UK) or with significant exposure to European, EU, Eurozone or UK issuers or countries, the unavoidable uncertainties and events related to the UK’s departure from the EU (“Brexit”) could negatively affect the value and liquidity of the Fund’s investments, increase taxes and costs of business and cause volatility in currency exchange rates and interest rates. Brexit could adversely affect the performance of contracts in existence at the date of Brexit and European, UK or worldwide political, regulatory, economic or market conditions and could contribute to instability in
 
  27

 

Notes to Financial Statements  (continued)
December 31, 2022

political institutions, regulatory agencies and financial markets. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations as a new relationship between the UK and EU is defined and as the UK determines which EU laws to replace or replicate. Any of these effects of Brexit, and others that cannot be anticipated, could adversely affect the Fund’s business, results of operations and financial condition.
h.  Mid-Cap Securities Risk:
Securities of medium-sized companies tend to be more volatile and less liquid than securities of larger companies.
i.  Non-U.S. Taxation Risk:
Income, proceeds and gains received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries, which will reduce the return on those investments. Tax treaties between certain countries and the United States may reduce or eliminate such taxes.
If, at the close of its taxable year, more than 50% of the value of the Fund’s total assets consists of securities of foreign corporations, including for this purpose foreign governments, the Fund will be permitted to make an election under the Code that will allow shareholders a deduction or credit for foreign taxes paid by the Fund. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes. A shareholder’s ability to claim an offsetting foreign tax credit or deduction in respect of such foreign taxes is subject to certain limitations imposed by the Code, which may result in the shareholder’s not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. If the Fund does not qualify for or chooses not to make such an election, shareholders will not be entitled separately to claim a credit or deduction for U.S. federal income tax purposes with respect to foreign taxes paid by the Fund; in that case the foreign tax will nonetheless reduce the Fund’s taxable income. Even if the Fund elects to pass through to its shareholders foreign tax credits or deductions, tax-exempt shareholders and those who invest in the Fund through tax-advantaged accounts such as IRAs will not benefit from any such tax credit or deduction.
j.  Risks Associated with Foreign Securities and Currencies:
Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include future political and economic developments, and the possible imposition of exchange controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is the possibility of expropriation of assets, confiscatory taxation, and political or social instability or diplomatic
developments, which could adversely affect investments in those countries. Foreign securities may also be harder to price than U.S. securities.
Certain countries also may impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers of industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.
The value of foreign currencies relative to the U.S. Dollar fluctuates in response to market, economic, political, regulatory, geopolitical or other conditions. A decline in the value of a foreign currency versus the U.S. Dollar reduces the value in U.S. Dollars of investments denominated in that foreign currency. This risk may impact the Fund more greatly to the extent the Fund does not hedge its currency risk, or hedging techniques used by the Adviser are unsuccessful.
k.  Risks Associated with Emerging Markets:
The emerging countries' 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 emerging 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 emerging 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.
l.  Risks Associated with Restricted Securities:
The Fund, subject to local investment limitations, may invest up to 30% of its assets (at the time of commitment) in illiquid equity securities, including securities of private equity funds (whether in corporate or partnership form) that invest primarily in emerging markets. When investing through another investment fund, the Fund will bear its proportionate share of the expenses incurred by that underlying fund, including management fees. Such securities are expected to be illiquid and may involve a high degree of business and financial risk and may result in substantial losses. Because of the current absence of any liquid trading market for these investments, the private equity funds may take longer to liquidate than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on such sales could be substantially less than those originally paid by the Fund or the current carrying values and these differences could be material. Further, companies whose securities are not publicly traded may not be subject to the disclosures and other investor protection requirements applicable to companies whose securities are publicly traded.
 
28  

 

Notes to Financial Statements  (continued)
December 31, 2022

m.  Russia/Ukraine Risk:
In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of the Fund's investments.
n.  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.
Financial Sector Risk. To the extent that the financial sector represents a significant portion of the Fund's investments, the Fund will be sensitive to changes in, and its performance may depend to a greater extent on, factors impacting this sector. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, and decreased liquidity in credit markets. The impact of more stringent capital requirements, recent or future regulation of any individual financial company, or recent or future regulation of the financials sector as a whole cannot be predicted. In recent years, cyber attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses.
Information Technology Sector Risk. To the extent that the information technology sector represents a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend
to a greater extent on, factors impacting this sector. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Like other technology companies, information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.
o.  Small-Cap Securities Risk:
Securities of smaller companies are usually less stable in price and less liquid than those of larger, more established companies. Therefore, they generally involve greater risk.
p.  Valuation Risk:
The price that the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could realize a greater than expected loss or lower than expected gain upon the sale of the investment. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
10.  Contingencies
In the normal course of business, the Fund may provide general indemnifications pursuant to certain contracts and organizational documents. The Fund's maximum exposure under these arrangements is dependent on future claims that may be made against the Fund, and therefore, cannot be estimated; however, the Fund expects the risk of loss from such claims to be remote.
 
11.  Tax Information
The U.S. federal income tax basis of the Fund’s investments (including derivatives, if applicable) and the net unrealized depreciation as of December 31, 2022, were as follows:
Tax Cost of
Securities
Unrealized
Appreciation
Unrealized
Depreciation
Net
Unrealized
Appreciation/
(Depreciation)
$398,548,415 $35,923,068 $(80,312,331) $(44,389,263)
  29

 

Notes to Financial Statements  (concluded)
December 31, 2022

The tax character of distributions paid during the fiscal years ended December 31, 2022 and December 31, 2021 was as follows:
  December 31, 2022 December 31, 2021
Distributions paid from:    
Ordinary Income $6,410,460 $11,561,960
Return of Capital 15,920,323 15,488,739
Total tax character of distributions $22,330,783 $27,050,699
As of December 31, 2022, the components of accumulated earnings on a tax basis were as follows:
Undistributed Ordinary Income $-
Undistributed Long-Term Capital Gains -
Total undistributed earnings $-
Capital loss carryforward $(79,556,912)*
Other currency gains
Other Temporary Differences -
Unrealized Appreciation/(Depreciation) (45,693,902)**
Total accumulated earnings/(losses) – net $(125,250,814)
Amounts listed as “–” are $0 or round to $0.
* On December 31, 2022, the Fund had a net capital loss carryforward of $(79,556,912) which will be available to offset like amounts of any future taxable gains. The Fund is permitted to carry forward capital losses for an unlimited period, and capital losses that are carried forward will retain their character as either short-term or long-term capital losses. The breakdown of capital loss carryforwards are as follows:
    
Amounts Expires
$24,116,754 Unlimited (Short-Term)
55,440,158 Unlimited (Long-Term)
**The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable to tax deferral of wash sales, passive foreign investment company gain/(loss) and partnership adjustments.
GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the table below details the necessary reclassifications, which are a result of permanent differences primarily attributable to prior year post-financial statement adjustments. These reclassifications have no effect on net assets or NAVs per share.
Paid-in
Capital
Distributable
Earnings/
(Accumulated
Loss)
$(105,898) $105,898
12.  Subsequent Events
Management has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued.Based on this evaluation, no disclosures and/or adjustments were required to the financial statements as of December 31, 2022. 
 
30  

 

Report of Independent Registered Public Accounting Firm  

To the  Shareholders and Board of Directors
abrdn Emerging Markets Equity Income Fund, Inc.:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of abrdn Emerging Markets Equity Income Fund, Inc. (the Fund), including the portfolio of investments, as of December 31, 2022, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2022, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2022, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
tm235938d1ncsri004.jpg
We have served as the auditor of one or more abrdn investment companies since 2009.
Philadelphia, Pennsylvania
February 28, 2023 
 31
 

 

Additional Information Regarding the Fund (Unaudited)  

Recent Changes
The following information is a summary of certain changes during the fiscal year ended December 31, 2022. This information may not reflect all of the changes that have occurred since you purchased the Fund.
During the applicable period, there have been: (i) no material changes to the Fund’s investment objective and policies that constitute its principal portfolio emphasis that have not been approved by shareholders; (ii) no material changes to the Fund’s principal risks; (iii) no changes to the persons primarily responsible for day-to-day management of the Fund; and (iv) no changes to the Fund’s charter or by-laws that would delay or prevent a change of control that have not been approved by shareholders.
 
Investment Objective, Strategies and Policies
Investment Objective. The Fund seeks to provide both current income and long-term capital appreciation. The Fund’s investment objective is not fundamental, and may be changed by the Fund’s Board without shareholder approval.
Principal Investment Strategy. The Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in emerging markets equity securities. If the Fund’s Board elects to change this 80% policy, the Fund will provide shareholders with at least 60 days’ prior notice.
Emerging market countries for purposes of this policy include every nation in the world except the United States, Canada, Japan, Australia, New Zealand, Hong Kong, Israel and Singapore and countries represented in the MSCI Europe Index.
The definition of equity securities includes:
common stock and preferred stock (including convertible 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
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, and/or (iii) derive a majority of their annual revenue or assets from goods produced, sales made or services performed in emerging markets countries.
 
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.
From time to time, the Fund may have a significant amount of assets invested in securities of issuers of a single country or of a number of countries in a particular geographic region and therefore may be subject to a greater extent to risks associated therewith. The Fund currently anticipates that it will invest a significant amount of its assets in securities economically tied to Mainland China equity and equity-related securities including through the Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Connect program or by any other available means.
The Fund uses leverage as part of its investment strategy through senior securities representing indebtedness. The Fund may use leverage through senior securities representing indebtedness 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 Fund is permitted to engage in other transactions, such as reverse repurchase agreements and issuance of debt securities or preferred securities, which have the effect of leverage.
The Fund may invest in securities of any market capitalization.
The 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 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 Fund’s outstanding voting securities.
Although the 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. Currently, the Fund expects to be heavily exposed to the financial and information technology sectors.
The 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
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Additional Information Regarding the Fund (Unaudited)   (continued)

amended (the “1933 Act”), will not be subject to these percentage limitations if these securities are deemed liquid pursuant to procedures adopted by the Fund’s Board 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 Fund, but their resale in the U.S. is permitted only in limited circumstances.
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.”
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 to provide both current income and long-term capital appreciation.
The Fund may invest in debt securities 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. The Fund may invest in securities of any maturity.
For cash management purposes, the 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 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 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 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 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.
 
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Additional Information Regarding the Fund (Unaudited)   (continued)

Loans of Portfolio Securities. The Fund’s investment policies permit the Fund to enter into securities lending agreements. Under such agreements, the Fund may lend to borrowers (primarily banks and broker-dealers) portfolio securities with an aggregate market value of up to one-third of the Fund’s total assets when it deems advisable. Any such loans must be secured by collateral (consisting of any combination of cash, U.S. government securities, irrevocable bank letters of credit or other high quality debt securities) in an amount at least equal, on a daily marked-to-market basis, to the current market value of the securities loaned. If the Fund enters into a securities lending arrangement, it is expected that cash collateral will be invested by the lending agent in short-term instruments, money market mutual funds or other collective investment funds, and income from these investments will be allocated among the Fund, the borrower and the lending agent. The Fund may terminate a loan after such notice period as is provided for the particular loan. The Fund would receive from the borrower amounts equivalent to any cash payments of interest, dividends and other distributions with respect to the loaned securities, although the tax treatment of such payments may differ from the treatment of distributions paid directly by the issuer to the Fund. The Fund would also have the option to require non-cash distributions on the loaned securities to be credited to its account.
An investment in the Fund may be speculative in that it involves a high degree of risk and should not constitute a complete investment program. See “Risk Factors.”
In rendering investment advisory services, the Investment Adviser may use the resources of subsidiaries owned by abrdn plc. The abrdn plc affiliates have entered into a memorandum of understanding (MOU) and have adopted personnel sharing procedures, pursuant to which investment professionals from the abrdn 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 Fund’s portfolio management team can draw on the full global investment resources of abrdn plc.
In seeking to achieve the Fund’s investment objective, the Investment Adviser invests in quality companies and are active, engaged owners. The Investment Adviser evaluates every company against quality criteria and build conviction using a team-based approach and peer review process. The quality assessment covers five key factors: (1) durability of the business model, (2) the attractiveness of the industry, (3) the strength of financials, (4) the capability of management, and (5) the most material Environmental, Social and Governance (“ESG”) factors impacting a company. Examples of ESG factors considered by the Investment Adviser include, but are not limited to, carbon emissions, climate risks, labor management,
employee safety and corporate governance. The specific factors considered may vary depending on the type of company being evaluated.
The Investment Adviser seeks to understand what is changing in companies, industries and markets but isn’t being priced into the market or is being mispriced. Through fundamental research, supported by a global research presence, the Investment Adviser seeks to identify companies whose quality is not yet fully recognized by the market.
The Investment Adviser may sell a security when it perceives that a company’s business direction or growth potential has changed or the company’s valuations no longer offer attractive relative value.
Additionally, the Investment Adviser may seek to enhance the yield of the Fund’s common stock by leveraging the 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 – Leverage Risk” and “Additional Investment Policies – Leverage” in this section.
Portfolio of Investments
The 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 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 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 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
 
34  
 

 

Additional Information Regarding the Fund (Unaudited)   (continued)

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. A convertible debt security is not counted as an equity security for purposes of the Fund’s 80% policy.
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 placement securities typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act)), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration. Rule 144A Securities and Regulation S Securities may be freely traded among certain qualified institutional investors, such as the 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 Fund’s illiquidity. Additionally, a restricted security that was liquid at the time of purchase may subsequently become illiquid.
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 Fund has adopted certain policies as set forth below:
Leverage
The Fund may utilize leverage primarily for investment purposes through senior securities representing indebtedness from a bank, although it may engage in other transactions, such as reverse repurchase agreements and issuance of debt securities or preferred securities, which have the effect of leverage. The 1940 Act generally prohibits the Fund from engaging in most forms of leverage representing indebtedness other than preferred shares unless immediately after such incurrence the Fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, “total net assets”) is at least 300% of the aggregate senior securities representing indebtedness (i.e., the use of leverage through senior securities representing indebtedness may not exceed 33 1/3% of the Fund’s total net assets (including the proceeds from leverage)). Additionally, under the 1940 Act, the Fund generally may not declare any dividend or other distribution upon any class of its capital shares, or purchase any such capital shares, unless at the time of such declaration or purchase, this asset coverage test is satisfied. The portfolio management team anticipates using leverage of 5% to 15% of the Fund’s total assets and does not currently expect such leverage to actively exceed 20% of total assets. With respect to asset coverage for preferred shares, under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance the value of the Fund’s total net assets (as defined above) is at least 200% of the liquidation value of the outstanding preferred shares and the newly issued preferred shares plus the aggregate amount of any senior securities of the Fund representing indebtedness (i.e., such liquidation value plus the aggregate amount of senior securities representing indebtedness may not exceed 50% of the Fund’s total net assets). In addition, the Fund is not permitted
 
  35

 

Additional Information Regarding the Fund (Unaudited)   (continued)

to declare any cash dividend or other distribution on its Common Shares unless, at the time of such declaration, the value of the Fund’s total net assets (determined after deducting the amount of such dividend or other distribution) satisfies the above-referenced 200% coverage requirement. Although the Fund has the ability to issue debt securities and preferred stock, it does not currently anticipate issuing any debt securities or preferred stock, which would be subject to approval by the Fund’s Board. The Fund’s use of leverage does 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.
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 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.
Risk Factors
General
The Fund is a non-diversified, closed-end investment company designed primarily as a long-term investment and not as a trading tool. An investment in the Fund’s shares may be speculative and involves a high degree of risk. The Fund should not be considered a complete investment program. Due to the uncertainty in all investments, there can be no assurance that the Fund will achieve its investment objective.
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.
Market Events Risk
Markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, the fluctuation of other stock markets around the world, and financial, economic and other global market developments and disruptions, such as those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public health emergencies and natural/environmental disasters. Such events can negatively impact the securities markets and cause the Fund to lose value. One such event is the COVID-19 pandemic, which has caused major disruptions to economies and markets around the world, including the markets in which the Fund invests, and which has and may continue to negatively impact the value of the Fund’s investments. Policy and legislative changes in countries around the world are affecting many aspects of financial regulation, and governmental and quasi-governmental authorities and regulators throughout the world have previously responded to serious economic disruptions with a variety of significant fiscal and monetary policy changes. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. In addition, economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Fund’s investments may be negatively affected by such events. For example, whether or not the Fund invests in securities of issuers located in Europe (whether the EU, Eurozone or UK) or with significant exposure
 
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Additional Information Regarding the Fund (Unaudited)   (continued)

to European, EU, Eurozone or UK issuers or countries, the unavoidable uncertainties and events related to the UK’s departure from the EU (“Brexit”) could negatively affect the value and liquidity of the Fund’s investments, increase taxes and costs of business and cause volatility in currency exchange rates and interest rates. Brexit could adversely affect the performance of contracts in existence at the date of Brexit and European, UK or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions, regulatory agencies and financial markets. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations as a new relationship between the UK and EU is defined and as the UK determines which EU laws to replace or replicate. Any of these effects of Brexit, and others that cannot be anticipated, could adversely affect the Fund’s business, results of operations and financial condition.
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. See “Currency Exchange Rate Fluctuations.”
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
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 in emerging markets countries are often less stable and more likely to take extra-legal
 
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action with respect to companies, industries, assets, or foreign ownership than those in more developed markets. 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, accounting and financial reporting systems in many developing and emerging market countries are less developed than those in more developed countries, which may reduce the scope or quality of financial information available to investors. Furthermore, the administration of laws and regulations often may be 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 for investors to bring litigation or to obtain and enforce a judgment against issues in emerging markets or for U.S. regulators to bring enforcement actions against such issuers.
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. Additionally, the economies of some emerging markets may be particularly exposed to or affected by a
 
certain industry or sector, and therefore issuers and/or securities of such emerging markets may be more affected by the performance of such industries or sectors. 
China Securities. In addition to the risks listed above under “Foreign Securities Risk” and “Developing and Emerging Markets Risk,” investing in certain countries, such as China, including Hong Kong, may present additional risks. Exposure to China may be gained through investments in securities that are economically tied to China or, in some cases, through direct investment in Chinese securities. The Fund invests in Chinese domestic securities markets primarily via Stock Connect Programs (defined below). Other than risks involved in investments on an international basis and in emerging markets, as well as other risks of investments generally as described within this section which are applicable to investments in China, investors should also note the additional specific risks below.
Chinese authorities may intervene in the China securities market and halt or suspend trading of securities for short or even longer periods of time. 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.
In recent years, non-Chinese investors, such as the Fund, has been permitted to make investments usually only available to foreign investors through a quota license or by purchasing from specified brokers in Shanghai or other locations that have stock connect programs. China Stock Exchange-listed securities are available via brokers in Hong Kong through the Shanghai-Hong Kong Stock Connect program, through the Shenzhen-Hong Kong Stock Connect Program, and may be available in the future through additional stock connect programs as they are developed in different locations (collectively, “Stock Connect Programs”). Investing in China A shares through Stock Connect Programs may be limited by quota and repatriation restrictions. 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.
The Fund may also gain exposure to companies based or operated in China by investing through legal structures known as variable interest entities (VIEs). Instead of directly owning the equity securities of a Chinese company, a VIE enters into service and other contracts with the Chinese company. Although the VIE has no equity ownership of the Chinese company, the contractual arrangements permit the VIE to consolidate the Chinese company into its financial statements. The Chinese government could intervene with respect to VIEs, which
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could significantly affect the Chinese company’s performance and the enforceability of the VIE’s contractual arrangement with the Chinese company.
Frontier Market Securities. The risks associated with investments in frontier market countries include all the risks described for investments in the sections entitled “Foreign Securities” and “Emerging Markets Securities,” although the risks are magnified for frontier market countries. Because frontier markets are among the smallest, least mature and least liquid of the emerging markets, investments in frontier markets generally are subject to a greater risk of loss than are investments in developed markets or traditional emerging markets. Frontier market countries have smaller economies, less developed capital markets, greater market volatility, lower trading volume, more political and economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments than are typically found in more developed markets.
Equity Risk
The value of equity securities, including common stock, preferred stock and convertible stock, will fluctuate in response to factors affecting the particular company, as well as broader market and economic conditions. Moreover, in the event of the company’s bankruptcy, claims of certain creditors, including bondholders, will have priority over claims of common stock holders and are likely to have varying types of priority over holders of preferred and convertible stock.
As an investment company that holds primarily common stocks, the Fund’s portfolio is subject to the possibility that common stock prices will decline over short or even extended periods. The Fund may remain substantially fully invested during periods when stock prices generally rise and also during periods when they generally decline. Moreover, as a holder of common stock, the Fund’s rights to the assets of the companies in which it invests will be subordinated to such companies’ holders of preferred stock and debt in the event of a bankruptcy, liquidation or similar proceeding. Accordingly, if such an event were to occur to such a company in which the Fund invests, the Fund would be entitled to such a company’s assets only after such company’s preferred stockholders and debt holders have been paid. Risks are inherent in investments in equities, and Fund stockholders should be able to tolerate significant fluctuations in the value of their investment in the Fund.
Inflation Risk
Inflation risk is the risk that the purchasing power of assets or income from investment will be less in the future as inflation decreases the value of money. To the extent that inflation occurs, it will reduce the real value of dividends paid by the Fund and the Fund’s common
stock. Most emerging market countries, in particular, have experienced substantial, and in some periods extremely high and volatile, rates of inflation. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on economies and securities markets globally. In an attempt to control inflation, wage and price controls have been imposed at times in certain countries.
Management Risk
The Fund is subject to management risk because it is an actively managed portfolio. The Fund's successful pursuit of its investment objective depends upon the Investment Adviser's ability to find and exploit market inefficiencies with respect to undervalued securities and identify companies experiencing a change in dividend policy, including the announcement of restructuring initiatives or special dividends. Such situations occur infrequently and sporadically and may be difficult to predict, and may not result in a favorable pricing opportunity that allows the Investment Adviser to fulfill the Fund's investment objective. The Investment Adviser's security selections and other investment decisions might produce losses or cause the Fund to underperform when compared to other funds with similar investment goals. If one or more key individuals leave the employ of the Investment Adviser, the Investment Adviser may not be able to hire qualified replacements, or may require an extended time to do so. This could prevent the Fund from achieving its investment objective.
Issuer Risk
The value of an issuer's securities that are held in the Fund's portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
Currency Exchange Rate Fluctuations
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
 
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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.
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.
Illiquid Securities Risk
The Fund’s investments in illiquid securities may restrict its ability to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books.
The Fund may invest in illiquid securities. Illiquid securities are securities that are not readily marketable. The prices of such securities may change abruptly and erratically, and investment of the Fund’s assets in illiquid securities may restrict the ability of the Fund to dispose of its investments in a timely fashion and at a price approximating the value at which the Fund carries the securities on its books, as well as restrict its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly
acute in situations in which the Fund’s operations require cash, such as when the Fund repurchases shares or pays dividends or distributions, and could result in the Fund borrowing to meet short-term cash requirements or incurring capital losses on the sale of illiquid investments. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded.
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. The provisions of the 1940 Act require, as a condition to the completion of an offering, that the public offering price of the shares of common stock, less the sales load and discounts, must equal or exceed the NAV per share of the Fund’s common stock (calculated within 48 hours of pricing). An investor who buys the Fund’s common stock in an offering at a price that reflects a premium to NAV may experience a decline in the market value of the shares of common stock independent of any change in the NAV. Whether stockholders 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 stockholder paid, taking into account transaction costs for the shares, and is not directly dependent upon the Fund’s NAV. Because the market value of the Fund’s shares of common stock will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond the control of the Fund, the Fund cannot predict whether its shares of common stock will trade at, below or above NAV, or below or above the public offering price for the shares of common stock. 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 you should not purchase shares of common stock if you intend to sell them shortly after purchase.
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, or may invest a larger portion of its assets in a single issuer than a diversified fund, and, as a result, would be more susceptible than a diversified fund to any single corporate, political, geographic, or regulatory occurrence than would
 
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a fund with a diversified investment portfolio. Although the Fund must comply with certain diversification requirements in order to qualify as a regulated investment company under the Code, the Fund may be more susceptible to any single economic, political or regulatory occurrence than would be the case if it had elected to diversify its holdings sufficiently to be classified as a “diversified” management investment company under the 1940 Act. The Fund, however, intends to comply with the diversification requirements imposed by the Code for qualification as a regulated investment company.
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 Securities Act of 1933 (“1933 Act”), such as unregistered securities eligible for resale without registration pursuant to Rule 144A (“Rule 144A Securities”) and privately placed securities of U.S. and non-U.S. issuers offered outside of the U.S. without registration with the U.S. Securities and Exchange Commission pursuant to Regulation S (“Regulation S Securities”).
Private placements may offer attractive opportunities for investment not otherwise available on the open market.
Private placement securities typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act)), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration. Rule 144A Securities and Regulation S Securities may be freely traded among certain qualified institutional investors, such as the Funds, but their resale in the U.S. is permitted only in limited circumstances.
Private placements typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when it may be advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing the Fund’s net asset value due to the absence of a trading market.
Private placements and restricted securities may be considered illiquid securities, which could have the effect of increasing the level
of the Fund’s illiquidity. Additionally, a restricted security that was liquid at the time of purchase may subsequently become illiquid.
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.
Foreign Custody
The Fund’s custodian generally holds the Fund’s non-U.S. securities and cash in non-U.S. bank sub-custodians and securities depositories. Regulatory oversight of non-U.S. banks and securities depositories may differ from that in the U.S. Additionally, laws applicable to non-U.S. banks and securities depositories may limit the Fund’s ability to recover its assets in the event the non-U.S. bank, securities depository or issuer of a security held by the Fund goes bankrupt.
Convertible Securities Risk
Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. As with all debt securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stock in an issuer’s capital structure and consequently entail less risk than the issuer’s common stock. A convertible debt security is not counted as an equity security for purposes of the Fund’s 80% policy.
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.
Depositary Receipts
Depositary receipts are typically issued by a bank or trust company and represent the ownership of underlying securities that are issued by a foreign company and held by the bank or trust company. American Depositary Receipts (“ADRs”) are usually issued by a U.S. bank trust or trust company and traded on a U.S. exchange. Depositary receipts may or may not be jointly sponsored by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States,
 
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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.
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.
Leverage Risk
The Fund uses 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.
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. 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 Adviser 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 Adviser currently does not believe that such restrictions would significantly impact its management of the Fund.
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.
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.
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.
 
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Financials Sector Risk. To the extent that the financials sector continues to represent a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend to a greater extent on, factors impacting this sector. Performance of companies in the financials sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, and decreased liquidity in credit markets. The impact of more stringent capital requirements, recent or future regulation of any individual financial company, or recent or future regulation of the financials sector as a whole cannot be predicted. In recent years, cyber attacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses.
Information Technology Sector Risk. To the extent that the information technology sector represents a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend to a greater extent on, factors impacting this sector. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Like other technology companies, information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.
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.
Valuation Risk
The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value
ascribed by the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. Pricing services that value fixed-income securities generally utilize a range of market-based and security-specific inputs and assumptions, as well as considerations about general market conditions, to establish a price. Pricing services generally value fixed- income securities assuming orderly transactions of an institutional round lot size and the strategies employed by the 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. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
In addition, since foreign exchanges may be open on days when the Fund does not price its shares, the value of the securities in the Fund’s portfolio may change on days when shareholders are not be able to purchase or sell the Fund’s shares on the NYSE American.
Cybersecurity Risk
Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Fund, the Investment Adviser and/or its service providers (including, but not limited to, Fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or lose operational functionality.
Fundamental Investment Restrictions
The following restrictions are fundamental policies, which cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities. In the event that the 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 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.
 
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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 Fund’s investmentpolicies.
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 forwardcontracts or other hedging transactions.
6. Underwrite securities of other issuers, except insofar as the 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 Fund may invest in securities secured by real estate or interests in real estate or in securities issued by companies, including real estateinvestment 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 foregoingrestrictions, the Fund is subject to investment limitations, portfolio diversification requirements and other restrictions imposed by certain emerging countries in which it invests.
Effects of Leverage
The following table isfurnished in response to requirements of the SEC. It is designed to, among other things, illustrate the effects of leverage through the use of senior securities, as that term is defined under Section 18 of the 1940Act, on Common Share total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in a Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. The tablebelow reflects the Fund’s continued use of the revolving credit facility as of December 31, 2022 as a percentage of total managed assets (including assets attributable to such leverage) and the annual returnthat the Fund’s portfolio must experience (net of expenses) in order to cover such costs. The information below does not reflect the Fund’s use of certain other forms of economic leverage achieved throughthe use of other instruments or transactions not considered to be senior securities under the 1940 Act, such as covered reverse repurchase agreements, covered credit default swaps or other derivative instruments, ifany.
The assumed investment portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be
experienced by the Fund. Your actual returnsmay be greater or less than those appearing below. In addition, actual borrowing expenses associated with borrowings used by the Fund may vary frequently and may be significantly higher or lower than the rate used forthe example below.
Assumed
annual
returns on
the Fund's
portfolio
(net of
expenses)
(10)% (5)% 0% 5% 10%
Corresponding
return of
shareholder
(13.0%) (7.1%) (1.1%) 4.8% 10.8%
Based on estimated indebtedness of $55,000,000 (representing approximately 15.8% of the Fund’s Managed Assets as of December 31, 2021), and an average annual interest rate of 5.93% (effective interest rate as of December 31,2022), the Fund’s investment portfolio at fair value would have to produce an annual return of approximately 0.9% to cover annual interest payments on the estimated debt.
Share total return iscomposed of two elements – the distributions paid by the Fund to holders of shares (the amount of which is largely determined by the net investment income of the Fund after paying dividend payments on anypreferred shares issued by the Fund and expenses on any forms of leverage outstanding) and gains or losses on the value of the securities and other instruments the Fund owns. As required by SEC rules, the tableassumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the income it receives on its investments isentirely offset by losses in the value of those investments. This table reflects hypothetical performance of the Fund’s portfolio and not the actual performance of the Fund’s shares, the value of which isdetermined by market forces and other factors.
Should the Fund elect to addadditional leverage to its portfolio, any benefits of such additional leverage cannot be fully achieved until the proceeds resulting from the use of such leverage have been received by the Fund and invested inaccordance with the Fund’s investment objective and policies. As noted above, the Fund’s willingness to use additional leverage, and the extent to which leverage is used at any time, will depend on manyfactors, including, among other things, the Adviser’s assessment of the yield curve environment, interest rate trends, market conditions and other factors.
 
44  
 

 

Dividend Reinvestment and Optional Cash PurchasePlan  (Unaudited) 

The Fund intends to distribute tostockholders substantially all of its net investment income and to distribute any net realized capital gains at least annually. Net investment income for this purpose is income other than net realized long-term andshort-term capital gains net of expenses. Pursuant to the Dividend Reinvestment and Optional Cash Purchase Plan (the “Plan”), stockholders whose shares of common stock are registered in their own nameswill be deemed to have elected to have all distributions automatically reinvested by Computershare Trust Company N.A. (the “Plan Agent”) in the Fund shares pursuant to the Plan, unless such stockholderselect to receive distributions in cash. Stockholders who elect to receive distributions in cash will receive such distributions paid by check in U.S. Dollars mailed directly to the stockholder by the Plan Agent, asdividend paying agent. In the case of stockholders such as banks, brokers or nominees that hold shares for others who are beneficial owners, the Plan Agent will administer the Plan on the basis of the number of sharescertified from time to time by the stockholders as representing the total amount registered in such stockholders’ names and held for the account of beneficial owners that have not elected to receivedistributions in cash. Investors that own shares registered in the name of a bank, broker or other nominee should consult with such nominee as to participation in the Plan through such nominee and may be required tohave their shares registered in their own names in order to participate in the Plan. Please note that the Fund does not issue certificates so all shares will be registered in book entry form. The Plan Agent serves asagent for the stockholders in administering the Plan. If the Directors of the Fund declare an income dividend or a capital gains distribution payable either in the Fund’s common stock or in cash, nonparticipantsin the Plan will receive cash and participants in the Plan will receive common stock, to be issued by the Fund or purchased by the Plan Agent in the open market, as provided below. If the market price per share (plusexpected per share fees) on the valuation date equals or exceeds NAV per share on that date, the Fund will issue new shares to participants at NAV; provided, however, that if the NAV is less than 95% of the marketprice on the valuation date, then such shares will be issued at 95% of the market price. The valuation date will be the payable date for such distribution or dividend or, if that date is not a trading day on the NewYork Stock Exchange, the immediately preceding trading date. If NAV exceeds the market price of Fund shares at such time, or if the Fund should declare an income dividend or capital gains distribution payable only incash, the Plan Agent will, as agent for the participants, buy Fund shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts on, or shortly after, the payment date.If, before the Plan Agent has completed its purchases, the market price exceeds the NAV of a Fund share, the average per share purchase price paid by the Plan Agent may exceed the NAV of the Fund’s shares,resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund on the
dividend payment date. Because of theforegoing difficulty with respect to open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the marketdiscount shifts to a market premium during the purchase period, the Plan Agent will cease making open-market purchases and will receive the uninvested portion of the dividend amount in newly issued shares at the closeof business on the last purchase date.
Participants have the optionof making additional cash payments of a minimum of $50 per investment (by check, one-time online bank debit or recurring automatic monthly ACH debit) to the Plan Agent for investment in the Fund’s common stock,with an annual maximum contribution of $250,000. The Plan Agent will wait up to three business days after receipt of a check or electronic funds transfer to ensure it receives good funds. Following confirmation ofreceipt of good funds, the Plan Agent will use all such funds received from participants to purchase Fund shares in the open market on the 25th day of each month or the next trading day if the 25th is not a tradingday.
If the participant sets uprecurring automatic monthly ACH debits, funds will be withdrawn from his or her U.S. bank account on the 20th of each month or the next business day if the 20th is not a banking business day and invested on the nextinvestment date. The Plan Agent maintains all stockholder accounts in the Plan and furnishes written confirmations of all transactions in an account, including information needed by stockholders for personal and taxrecords. Shares in the account of each Plan participant will be held by the Plan Agent in the name of the participant, and each stockholder’s proxy will include those shares purchased pursuant to the Plan. Therewill be no brokerage charges with respect to common shares issued directly by the Fund. However, each participant will pay a per share fee of $0.02 incurred with respect to the Plan Agent’s open market purchasesin connection with the reinvestment of dividends, capital gains distributions and voluntary cash payments made by the participant. Per share fees include any applicable brokerage commissions the Plan Agent is requiredto pay.
Participants also have theoption of selling their shares through the Plan. The Plan supports two types of sales orders. Batch order sales are submitted on each market day and will be grouped with other sale requests to be sold. The price willbe the average sale price obtained by Computershare’s broker, net of fees, for each batch order and will be sold generally within 2 business days of the request during regular open market hours. Please note thatall written sales requests are always processed by Batch Order. ($10 and $0.12 per share). Market Order sales will sell at the next available trade. The shares are sold real time when they hit the market, however anavailable trade must be presented to complete this transaction. Market Order sales may only
 
  45
 

 

Dividend Reinvestment and Optional Cash PurchasePlan  (Unaudited)  (concluded)

be requested by phone at 1-800-647-0584 orusing Investor Center through www.computershare.com/buyaberdeen. ($25 and $0.12 per share).
The receipt of dividends anddistributions under the Plan will not relieve participants of any income tax that may be payable on such dividends or distributions. The Fund or the Plan Agent may terminate the Plan as applied to any voluntary cashpayments made and any dividend or distribution paid subsequent to notice of the termination sent to members of the Plan at least 30 days prior to the record date for such dividend or distribution. The Plan also may beamended by
the Fund or the Plan Agent, but (except whennecessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority) only by mailing a written notice at least 30 days prior tothe effective date to the participants in the Plan. All correspondence concerning the Plan should be directed to the Plan Agent by phone at 1-800-647-0584, using Investor Center through www.computershare.com/buyaberdeen or in writing to Computershare Trust Company N.A., P.O. Box 43006, Providence, RI 02940-3078.
 
46  
 

 

Management of the Fund  (Unaudited) 
As of December 31, 2022

The names, years of birth and business addresses of the Directors and officers of the Fund as of December 31, 2022, their principal occupations during the past five years, the number of portfolios each Director oversees and other directorships they hold are provided in the tables below. Directors who are not “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund or the Fund's Adviser are referred to in the table below under the heading “Independent Directors.” abrdn Inc., its parent company abrdn plc, and its advisory affiliates are collectively referred to as “abrdn” in the tables below.
Name, Address and
Year of Birth
Position(s) Held
with the Fund
Term of Office
and Length of
Time Served
Principal Occupation(s)
During Past Five Years
Number of
Funds in
Fund Complex*
Overseen by
Director
Other
Directorships
Held by
Director**
Independent Directors          
Nancy Yao Maasbach
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1972
Class I Director Term expires 2024; Director since 2018 Nancy Yao Maasbach has served as the President of the Museum of Chinese in America since 2015. Previously, she served as the executive director of the Yale-China Association and managing director of the corporate program at the Council on Foreign Relations. Prior to her work in non-profit, Ms. Maasbach launched the Asia coverage at the Center for Financial Research and Analysis (currently known as RiskMetrics), served as the inaugural director of policy research of Goldman Sachs' Global Markets Institute, and was an investment banker at Goldman Sachs (Asia) L.L.C.  Ms. Maasbach is an independent director of the abrdn-managed India Fund and Asian Emerging Markets Fund. Ms. Maasbach is a board member of the National Committee on U.S.-China Relations, a member of the Council on Foreign Relations, and a lecturer on governance at Yale University. 7 None.
C. William Maher
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1961
Class II Director Term expires 2025; Director since 2018 Mr. Maher is a Co-founder of Asymmetric Capital Management LLC from May 2018 to September 2020. Formerly Chief Executive Officer of Santa Barbara Tax Products Group from October 2014 to April 2016. 1 None.
Rahn K. Porter
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1954
Class I Director Term expires 2024; Director since 2018 Mr. Porter is the Principal at RPSS Enterprises (consulting) since 2019. He was the Chief Financial and Administrative Officer of The Colorado Health Foundation from 2013 to 2019. 19 Director of CenturyLink Investment Management Company since 2006, Director of BlackRidge Financial Inc. from 2004 to 2019.
  47

 

Management of the Fund  (Unaudited)  (continued)
As of December 31, 2022

Name, Address and
Year of Birth
Position(s) Held
with the Fund
Term of Office
and Length of
Time Served
Principal Occupation(s)
During Past Five Years
Number of
Funds in
Fund Complex*
Overseen by
Director
Other
Directorships
Held by
Director**
Steven N. Rappaport
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1948
Chairman of the Fund; Class III Director Term expires 2023; Director since 2003 Mr. Rappaport has been a Partner of Lehigh Court, LLC (private investment firm) and RZ Capital LLC (private investment firm) since 2004. 20 Director of iCAD, Inc. (a surgical and Medical instruments and apparatus company) from 2006 to 2018; Director of Credit Suisse Funds (9) since 1999; Director of Credit Suisse Asset Management Income Fund, Inc. since 2005; and Director of Credit Suisse NEXT Fund since 2013; and Director of Credit Suisse Park View Fund until 2016.
    
* As of December 31, 2022, the Fund Complex consists of: abrdn Income Credit Strategies Fund, abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., abrdn Japan Equity Fund, Inc., The India Fund, Inc., abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Global Infrastructure Income Fund, abrdn Funds (which consists of 20 portfolios) and abrdn ETFs (which consists of 3 portfolios). For the purposes of listing the number of funds in the Fund Complex overseen by each Board Member, each portfolio of abrdn Funds and abrdn ETFs is counted individually.
** Current directorships (excluding Fund Complex) as of December 31, 2022 held in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or (3) any company subject to the requirements of Section 15(d) of the Exchange Act.
48  

 

Management of the Fund  (Unaudited)  (continued)
As of December 31, 2022

Officers of the Fund
Name, Address and
Year of Birth
Position(s) Held
with the Fund
Term of Office*
and Length of
Time Served
Principal Occupation(s) During Past Five Years
Joseph Andolina**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
Chief Compliance Officer & Vice President – Compliance Since 2017 Currently, Chief Risk Officer – Americas for abrdn Inc. and serves as the Chief Compliance Officer for abrdn Inc. Prior to joining the Risk and Compliance Department, he was a member of abrdn Inc.'s Legal Department, where he served as US Counsel since 2012.
Chris Demetriou**
c/o abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
Year of Birth: 1983
Vice President Since 2020 Currently, Chief Executive Officer – UK, EMEA and Americas. Mr. Demetriou joined abrdn Inc. in 2013, as a result of the acquisition of SVG, a FTSE 250 private equity investor based in London.
Sharon Ferrari**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1977
Vice President*** Since 2011 Currently, Senior Product Manager – US for abrdn Inc. Ms. Ferrari joined abrdn Inc. as a Senior Fund Administrator in 2008.
Alan Goodson
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
Vice President Since 2009 Currently, Executive Director, Product & Client Solutions – Americas for abrdn Inc., overseeing Product Management & Governance , Product Development and Client Solutions for registered and unregistered investment companies in the U.S., Brazil and Canada. Mr. Goodson is Director and Vice President of abrdn Inc. and joined abrdn Inc. in 2000.
Heather Hasson**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1982
Vice President Since 2012 Currently, Senior Product Solutions and Implementation Manager, Product Management and Governance US for abrdn Inc. Ms. Hasson joined abrdn Inc. as a Fund Administrator in 2006.
Robert Hepp**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1986
Vice President Since 2022 Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Hepp joined abrdn Inc. as a Senior Paralegal in 2016.
Joanne Irvine**
c/o abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
Year of Birth: 1968
Vice President Since 2009 Currently, Deputy Head of Global Emerging Markets Equity Team at abrdn. Ms. Irvine joined the company in 1996 in a group development role.
Devan Kaloo**
c/o abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
Year of Birth: 1972
Vice President Since 2009 Currently, Global Head of Public Markets, Equities for abrdn. Mr. Kaloo joined abrdn in 2000 as part of the Asian equities team in Singapore.
Megan Kennedy**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
Vice President and Secretary Since 2009 Currently, Senior Director, Product Governance for abrdn Inc. Ms. Kennedy joined abrdn Inc. in 2005.
  49

 

Management of the Fund  (Unaudited)  (concluded)
As of December 31, 2022

Name, Address and
Year of Birth
Position(s) Held
with the Fund
Term of Office*
and Length of
Time Served
Principal Occupation(s) During Past Five Years
Andrew Kim**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1983
Vice President Since 2022 Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Kim joined abrdn Inc. as a Product Manager in 2013.
Brian Kordeck**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
Vice President Since 2022 Currently, Senior Product Manager – US for abrdn Inc. Mr. Kordeck joined abrdn Inc. as a Senior Fund Administrator in 2013.
Michael Marsico**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1980
Vice President Since 2022 Currently, Senior Product Manager – US for abrdn Inc. Mr. Marsico joined abrdn Inc. as a Fund Administrator in 2014.
Andrea Melia**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1969
Treasurer and Principal Accounting Officer Since 2009 Currently, Vice President and Director, Product Management for abrdn Inc. Ms. Melia joined abrdn Inc. in September 2009.
Christian Pittard**
c/o abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
Year of Birth: 1973
Chief Executive Officer and President Since 2009 Currently, Group Head of Product Opportunities at abrdn and a Director of Aberdeen Asset Management PLC since 2010. Mr. Pittard joined abrdn from KPMG in 1999.
Nick Robinson**
c/o abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
Year of Birth: 1978
Vice President Since 2011 Currently, Senior Investment Director on the Global Emerging Markets Equity team at abrdn since 2016. Previously, Mr. Robinson was a Director and Head of Brazilian Equities, of abrdn’s operations in Sao Paulo, Brazil from 2009 to 2016.
Lucia Sitar**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1971
Vice President Since 2009 Currently, Vice President and Head of Product Management and Governance for abrdn Inc. since 2020. Previously, Ms. Sitar was Managing U.S. Counsel for abrdn Inc. She joined abrdn Inc. as U.S. Counsel in July 2007.
    
* Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are elected annually at a meeting of the Board of Directors.
** Each officer may hold officer position(s) in one or more other funds which are part of the Fund Complex.
*** The information presented in this table is as of December 31, 2022. Subsequent to the reporting period, in connection with her retirement, Andrea Melia has resigned as Chief Financial Officer and Treasurer of the Trust, effective February 28, 2023. Sharon Ferrari was appointed as Chief Financial Officer and Treasurer effective upon Andrea Melia's retirement on February 28, 2023. 
Further information about the Fund's Directors and Officers is available in the Fund's Statement of Additional Information, which can be obtained without charge by calling (800) 522-5465. 
50  

 

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Corporate Information 

Directors
Nancy Yao Maasbach
C. William Maher
Rahn Porter
Steven N. Rappaport, Chairman
Investment Adviser
abrdn Investments Limited
10 Queen's Terrace
Aberdeen, AB10 1XL
Scotland, United Kingdom
Administrator
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Custodian
State Street Bank and Trust Co.
1 Heritage Drive, 3rd Floor
North Quincy, MA 02171
Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 43006
Providence, RI 02940-3078
Independent Registered Public Accounting Firm
KPMG LLP
1601 Market Street
Philadelphia, PA 19103
Legal Counsel
Dechert LLP
1900 K Street N.W.
Washington D.C. 20006
Investor Relations
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
1-800-522-5465
Investor.Relations@abrdn.com
 
tm235938d1ncsri005.jpg
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may purchase, from time to time, shares of its common stock in the open market.
Shares of abrdn Emerging Markets Equity Income Fund, Inc. are traded on the NYSE American under the symbol “AEF”. Information about the Fund’s net asset value and market price is available at www.abrdnaef.com.
This report, including the financial information herein, is transmitted to the shareholders of abrdn Emerging Markets Equity Income Fund, Inc. for their general information only. It does not have regard to the specific investment objectives, financial situation and the particular needs of any specific person. Past performance is no guarantee of future results.
 

 

AEF-ANNUAL
 

 

Item 2. Code of Ethics.

 

(a) As of December 31, 2022, abrdn Emerging Markets Equity Income Fund, Inc. (the “Fund” or the “Registrant”) had adopted a Code of Ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the “Code of Ethics”). 

 

(b) Definitional.

 

(c) There have been no amendments, during the period covered by this report, to a provision of the Code of Ethics.

 

(d) During the period covered by this report, there were no waivers to the provisions of the Code of Ethics. 

 

(e) Not applicable

 

(f) A copy of the Code of Ethics has been filed as an exhibit to this Form N-CSR.

 

Item 3. Audit Committee Financial Expert.

 

The Registrant's Board of Directors has determined that C. William Maher, a member of the Board of Directors’ Audit Committee, possesses the attributes, and has acquired such attributes through means, identified in instruction 2 of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Maher as the Audit Committee’s financial expert. Mr. Maher is considered to be an “independent” director, as such term is defined in paragraph (a)(2) of Item 3 to Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a) – (d) Below is a table reflecting the fee information requested in Items 4(a) through (d):

 

Fiscal Year
Ended
(a)
Audit Fees1
(b)
Audit-Related Fees2
(c)
Tax Fees3
(d)
All Other Fees4
December 31, 2022 $67,370 $0 $0 $0
Percentage approved pursuant to pre-approval exception5 0% 0% 0% 0%
December 31, 2021 $62,183 $0 $12,090 $0
Percentage approved pursuant to pre-approval exception5 0% 0% 0% 0%

 

1 “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

 

2 “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares.

 

3 “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: federal and state income tax returns, review of excise tax distribution calculations and federal excise tax return.

 

4 “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

 

5 Pre-approval exception under Rule 2-01 of Regulation S-X. The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.

 

 

 

 

(e)(1) The Registrant’s Audit Committee (the “Committee”) has adopted a Charter that provides that the Committee shall annually select, retain or terminate, and recommend to the Independent Directors for their ratification, the selection, retention or termination, the Registrant’s independent auditor and, in connection therewith, to evaluate the terms of the engagement (including compensation of the independent auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Registrant’s investment adviser (the “Adviser”) or any sub-adviser, and to receive the independent auditor’s specific representations as to their independence, delineating all relationships that may affect the independent auditor’s independence, including the disclosures required by PCAOB Rule 3526 or any other applicable auditing standard. PCAOB Rule 3526 requires that, at least annually, the auditor: (1) disclose to the Committee in writing all relationships between the auditor and its related entities and the Registrant and its related entities that in the auditor’s professional judgment may reasonably be thought to bear on independence; (2) confirm in the letter that, in its professional judgment, it is independent of the Registrant within the meaning of the Securities Acts administered by the SEC; and (3) discuss the auditor’s independence with the audit committee. The Committee is responsible for actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the independent auditor. The Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Management or the Adviser that the Registrant, the Adviser or their affiliated persons, employ the independent auditor to render “permissible non-audit services” to the Registrant and to consider whether such services are consistent with the independent auditor’s independence. “Permissible non-audit services” include any professional services, including tax services, provided to the Registrant by the independent auditor, other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Registrant; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the PCAOB determines, by regulation, is impermissible.  Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Registrant constitutes not more than 5% of the total amount of revenues paid by the Registrant to its auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Registrant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or its Delegate(s) prior to the completion of the audit. The Committee may delegate to one or more of its members (“Delegates”) authority to pre-approve permissible non-audit services to be provided to the Registrant. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Pursuant to this authority, the Registrant’s Committee delegates to the Committee Chair, subject to subsequent ratification by the full Committee, up to a maximum amount of $25,000, which includes any professional services, including tax services, provided to the Registrant by its independent registered public accounting firm other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant.  The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the Registrant’s periodic reports required by Section 30 of the Investment Company Act of 1940, as amended, and other documents as required under the federal securities laws.

 

(e)(2) None of the services described in each of paragraphs (b) through (d) of this Item involved a waiver of the pre-approval requirement by the Audit Committee pursuant to Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

 

(f) Not applicable.

 

 

 

 

(g) Non-Audit Fees

 

The following table shows the amount of fees that KPMG LLP billed during the Fund’s last two fiscal years for non-audit services to the Registrant, and to the Adviser, and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”):

 

Fiscal Year Ended   Total Non-Audit Fees
Billed to Fund
    Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers (engagements
related directly to the
operations and financial
reporting of the Fund)
    Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers (all other
engagements)
    Total  
December 31, 2022   $ 0     $ 0     $ 1,108,929     $ 1,108,929  
December 31, 2021   $ 12,090     $ 0     $ 1,547,556     $ 1,559,646  

 

“Non-Audit Fees billed to Fund” for both fiscal years represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.

 

(h) Not applicable.

 

(i)Not applicable.

 

(j)Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).

 

As of the fiscal year ended December 31, 2022, the Audit Committee members were:

 

Rahn Porter

Nancy Yao Maasbach

C. William Maher

Steven Rappaport

 

(b) Not applicable.

 

Item 6. Schedule of Investments.

 

(a) Included as part of the Report to Shareholders filed under Item 1 of this Form N-CSR.

 

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Pursuant to the Registrant's Proxy Voting Policy and Procedures, the Registrant has delegated responsibility for its proxy voting to its Adviser, provided that the Registrant's Board of Directors has the opportunity to periodically review the Adviser's proxy voting policies and material amendments thereto.

 

The proxy voting policies of the Registrant are included herewith as Exhibit (c) and policies of the Adviser are included as Exhibit (d).

 

 

 

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1) PORTFOLIO MANAGER BIOGRAPHIES

 

The Fund is managed by abrdn’s Global Emerging Markets Equity team. The Global Emerging Markets Equity team works in a truly collaborative fashion; all team members have both portfolio management and research responsibilities. The team is responsible for the day-to-day management of the Fund. As of the date of filing this report, the following individuals have primary responsibility for the day-to-day management of the Fund’s portfolio: