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:

 

Aberdeen Chile Fund, Inc.

 

 

 

 

 

 

Address of principal executive offices:

 

1735 Market Street, 32nd Floor
Philadelphia, PA 19103

 

 

 

 

 

 

Name and address of agent for service:

 

Ms. Andrea Melia
Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103

 

 

 

Registrant’s telephone number, including area code:

 

1-800-522-5465

 

 

 

Date of fiscal year end:

 

December 31

 

 

 

Date of reporting period:

 

December 31, 2017

 



 

Item 1. Reports to Shareholders.

 



 

 


 

 

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Letter to Shareholders (unaudited)

 

 

 


Dear Shareholder,

 

We present this Annual Report which covers the activities of Aberdeen Chile Fund, Inc. (the “Fund”) for the fiscal year ended December 31, 2017. The Fund’s principal investment objective is to seek total return, consisting of capital appreciation and income, by investing primarily in Chilean securities.

 

Total Investment Return

 

For the fiscal year ended December 31, 2017, the total return to shareholders of the Fund based on the net asset value (“NAV”) and market price, respectively, of the Fund compared to the Fund’s benchmark are as follows:

 

NAV*

 

39.9%

Market Price*

 

53.5%

Morgan Stanley Capital International (“MSCI”)

 

 

MSCI Chile1

 

43.6%

 

*assuming the reinvestment of dividends and distributions

 

The Fund’s total return is based on the reported NAV on each financial reporting period end and may differ from what is reported on the Financial Highlights due to financial statement rounding or adjustments. For more information about Fund performance please see Report of the Investment Adviser on Page 3.

 

NAV, Share Price and Discount

 

 

 

NAV

 

Market Price

 

Discount

12/31/2016

 

$7.20

 

$5.96

 

17.2%

12/31/2017

 

$9.83

*

$8.93

 

9.2%

 

*The NAV shown above differs from the financial reporting NAV on December 31, 2017 due to financial statement rounding and/or financial statement adjustments.

 

Open Market Repurchase Program

 

The Fund’s policy is to consider buying back Fund shares on the open market when the Fund trades at a discount to the NAV that is above an established threshold and management believes such repurchases may enhance shareholder value. During the fiscal year ended December 31, 2017, the Fund did not repurchase any shares. During the fiscal year ended December 31, 2016, the Fund repurchased 28,807 shares. On December 12, 2017, consistent with Regulation M, which prohibits funds from purchasing its shares during a restricted period following the announcement of a tender offer by that fund, the Fund’s Board of Directors approved a suspension of the Fund’s open

market repurchase program until the anticipated tender offer on the Fund following the proposed fund consolidation, discussed below, is complete.

 

Fund Consolidation

 

In light of increasingly challenging conditions for smaller closed-end funds, the Fund’s investment adviser presented a proposal to the Fund’s Board of Directors (the “Board”) in an effort to create a more sustainable fund with broader investment appeal, increased portfolio yield characteristics, a bigger fund with increased secondary market liquidity, and the potential for reduced overall expenses. In October 2017, the Fund’s Board of Directors and the boards of directors of seven other closed-end funds announced that they had each approved the consolidation of their respective funds (the “Target Funds”) into the Fund, subject to the receipt of necessary approvals by stockholders of each of the Target Funds. The Fund would serve as the acquiring fund and would, contingent on the consolidation, change its investment strategy to a multi-cap emerging markets equity income investment strategy that utilizes leverage and would be renamed Aberdeen Emerging Markets Equity Income Fund, Inc. At a special meeting of shareholders of the Fund held on January 26, 2018, the shareholders of the Fund approved certain proposals necessary to effectuate the reorganizations and the change in the Fund’s strategy, including the following: (i) an amendment to the Fund’s Articles of Incorporation to increase the total number of shares of capital stock; (ii) the issuance of additional shares of common stock of the Fund in connection with the potential reorganizations of certain other closed-end funds into the Fund; (iii) the elimination of the Fund’s fundamental investment policy to invest primarily in Chilean securities; (iv) an amendment to the Fund’s fundamental investment restriction relating to borrowing; and (v) an amendment to the Fund’s Investment Advisory Agreement to provide that fees payable thereunder will be calculated at a lower annual rate based solely on net assets. It is anticipated that the Fund’s benchmark would change to the MSCI Emerging Markets Index and that the Fund would trade on the NYSE American (formerly, NYSE MKT) under a new ticker symbol, expected to be AEF. The Fund’s new strategy would seek to capitalize on Aberdeen’s global emerging market equity capability by investing in a global portfolio of emerging market securities. At an annual meeting of shareholders of the Fund held on January 26, 2018, Fund shareholders approved the election of three Directors to the Board of Directors of the Fund, to serve contingent upon the reorganization of the Target Fund for which such Director currently serves as a director. The proposed consolidation is subject to several conditions, including approval by Target Fund stockholders at meetings of stockholders


 

All amounts are U.S. Dollars unless otherwise stated.

 

1       The MSCI Chile Index is designed to measure the performance of the large and mid cap segments of the Chilean market. With 19 constituents, the index covers approximately 85% of the Chile equity universe. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index. Index performance is not an indication of the performance of the Fund itself. For complete fund performance, please visit http://www.aberdeench.com.

 

 

Aberdeen Chile Fund, Inc.

1

 

 


 

Letter to Shareholders (unaudited) (concluded)

 

 

 


expected to be held in March 2018. It is currently anticipated that the proposed consolidation will occur prior to the end of April 2018, subject to all requisite regulatory and stockholder approvals. Following the consolidation, it is anticipated that the Board of Directors of the Combined Fund will consider the approval of a tender offer at 99% of NAV. The tender offer size, in combination with estimated capital gains to be distributed, will be up to a maximum distribution of 50%, and not less than 40%, of the net assets of the Combined Fund. The price, size and terms of the offer will be determined by the Combined Fund’s board at a later date. The proposed tender offer would be conducted as soon as practicable following the consolidation. It is currently anticipated that the proposed consolidation will occur prior to the end of April 2018, subject to all requisite regulatory and stockholder approvals. The proposed tender offer would be conducted as soon as practicable following the consolidation.

 

Merger of Aberdeen Asset Management PLC with Standard Life plc

 

The Fund’s investment adviser and administrator are each a subsidiary of Aberdeen Asset Management PLC (“Aberdeen PLC”). The merger of Standard Life plc and Aberdeen PLC, announced on March 6, 2017 (“Merger”), closed on August 14, 2017. Aberdeen PLC became a direct subsidiary of Standard Life plc as a result of the Merger and the combined company changed its name to Standard Life Aberdeen plc. Shareholders of the Fund were not required to take any action as a result of the Merger. Following the Merger, the Fund’s investment adviser and administrator each became an indirect subsidiary of Standard Life Aberdeen plc, but otherwise did not change. The investment advisory and administration agreements for the Fund, the services provided under the agreements, and the fees charged for services did not change as a result of the Merger. The portfolio management team for the Fund also did not change as a result of the Merger.

 

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.

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 on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund makes the information on Form N-Q available to shareholders on the Fund’s website or upon request and without charge by calling Investor Relations toll-free at 1-800-522-5465.

 

Proxy Voting

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve months ended June 30 is available by August 31 of the relevant year: (i) upon request and without charge by calling Investor Relations toll-free at 1-800-522-5465; and (ii) on the SEC’s website at http://www.sec.gov.

 

Investor Relations Information

 

As part of Aberdeen’s commitment to shareholders, we invite you to visit the Fund on the web at www.aberdeench.com. Here, you can view monthly fact sheets, quarterly commentary, distribution and performance information, updated daily fact sheets courtesy of Morningstar®, portfolio charting and other Fund literature.

 

Contact Us:

 

· Visit: cef.aberdeen-asset.us/;

· Watch: http://cef.aberdeen-asset.us/en/cefinvestorcenter/aberdeen-closed-end-fund-tv;

· Email: InvestorRelations@aberdeenstandard.com; or

· Call: 1-800-522-5465 (toll-free in the U.S.).

 

Yours sincerely,

 

 

Christian Pittard
President


 

 

2

 

Aberdeen Chile Fund, Inc.

 


 

Dividend Reinvestment and Direct Stock Purchase Plan (unaudited)

 

 

 


Computershare Trust Company, N.A. (“Computershare”), the Fund’s transfer agent, sponsors and administers a Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”), which is available to shareholders.

 

The Plan allows registered shareholders and first-time investors to buy and sell shares and automatically reinvest dividends and capital gains through the transfer agent. This is a cost-effective way to invest in the Fund.

Please note that for both purchase and reinvestment purposes, shares will be purchased in the open market at the current share price and cannot be issued directly by the Fund.

 

For more information about the Plan and a brochure that includes the terms and conditions of the Plan, please call Computershare at 1-800-647-0584 or visit www.computershare.com/buyaberdeen.


 

 

 

 

 

 

Report of the Investment Adviser (unaudited)

 

 


Market/economic review

 

Chilean equities, as measured by the benchmark Morgan Stanley Capital International (MSCI) Chile Index,1 rose by 43.58% for the 12-month period ended December 31, 2017, outperforming the broader MSCI Emerging Markets Latin America Index,2 which returned 24.15%. Chilean stocks were buoyed by positive political sentiment, copper price gains and persistent inflows. After the Mexican peso, the Chilean peso was one of the strongest-performing regional currencies against the U.S. dollar over the reporting period.

 

Investors reacted positively when market-friendly Sebastian Piñera officially launched his bid for the Chilean presidency early in 2017. His candidacy was helped by the departure of incumbent President Michelle Bachelet’s well-regarded economic team in August 2017, following the controversial blocking of a vast mining project by a government body, which proved to be a major blow for the ruling Socialist Party of Chile. Although investors were jittery ahead of polls following the first round of voting in mid-November 2017, Piñera eventually secured victory against center-left opponent Alejandro Guillier in mid-December. Investor sentiment subsequently turned positive, domestic flows returned, and deal activity resumed.

 

On the economic front, Chile’s gross domestic product was lifted over the reporting period by an increase in consumer spending, and business confidence improved. Inflation fell by more than expected during the reporting period, prompting the central bank to reduce its benchmark interest rate in March 2017 – the first rate cut since 2014.

Fund performance review

 

The Fund returned 39.90% on a net asset value basis for the 12-month period ended December 31, 2017, but underperformed the 43.58% return of its benchmark, the MSCI Chile Index. The negative impact of asset allocation offset positive stock selection for the period.

 

The Fund’s underweight allocation to the materials sector relative to the benchmark was a notable detractor from the relative performance, as the sector was the strongest performer within the MSCI Chile Index in 2017. Specifically, the lack of a holding in pulp and paper producer Empresas CMPC detracted from Fund performance, as its shares rebounded on rising global pulp prices. The Fund’s underweight allocation to Sociedad Química y Minera de Chile (SQM) also weighed on performance, as the potash and lithium miner was buoyed by an improving outlook for the price of lithium as demand for electric vehicles increases. The Fund’s exposure to the information technology sector, which is not represented in the benchmark index, also had a negative impact on performance, as shares of IT services provider Sonda declined due to slowing new business volumes in Brazil during the reporting period. Additionally, the absence of a position in benchmark index constituent Latam Airlines Group was a detractor from the Fund’s relative performance, as the regional private-passenger air carrier was boosted by solid results with improved load factors. We remain comfortable with the Fund’s lack of exposure to this stock, as we have ongoing concerns about industry overcapacity and the company’s debt levels.


 

1      Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index.

 

2      The MSCI Emerging Markets Latin America Index tracks the performance of large- and mid-cap company shares across five emerging-market countries in Latin America.

 

 

 

 

Aberdeen Chile Fund, Inc.

3

 


 

Report of the Investment Adviser (unaudited) (concluded)

 

 

 


Conversely, the Fund’s exposure to the healthcare sector, which is not represented in the MSCI Chile Index, was a significant contributor to performance for the reporting period, as hospital operator Banmedica was the Fund’s strongest-performing stock. Shares of the company rallied sharply following U.S.-based UnitedHealthcare Group’s takeover offer, which pleasantly surprised investors. The Fund’s underweight position in Cencosud relative to the benchmark enhanced relative performance, as the retailer’s quarterly earnings over the reporting period were hampered by a weak consumption environment in Argentina and Brazil, as well as higher logistics costs in Chile. Meanwhile, the lack of a holding in Itau Corpbanca contributed to performance, as shares of the lender came under pressure after the technical default of the Alto Maipo hydrological project, for which the bank had been the main financier.

 

Outlook

 

In our opinion, the market euphoria from Piñera’s presidential election win may continue to buoy Chilean equities for some time, as his

business-friendly leadership could help steer the economy in the right direction through more pro-market policies. However, we think that his lack of a legislative majority in the National Congress merits some caution. We believe that external factors also will continue to influence share prices. The pace at which developed countries, particularly the U.S. and Europe, normalize monetary policy, along with the health of Chinese demand, could have some bearing on the Chilean market. Although oil prices stabilized in early 2018, their trajectory for the remainder of the year remains uncertain. We believe that a broadening recovery in global economic growth and earnings should benefit the Fund’s holdings and drive performance. We continue to favor domestically focused businesses that we believe are able to tap into the country’s considerable potential.

 

Aberdeen Asset Managers Limited


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Aberdeen Chile Fund, Inc.

 

 


 

Total Investment Return (unaudited)

 

 

 

The following table summarizes the average annual Fund performance compared to the MSCI Chile Index, the Fund’s benchmark, for the 1-year, 3-year, 5-year and 10-year periods as of December 31, 2017.

 

 

 

1 Year

 

3 Years   

 

5 Years    

 

10 Years       

Net Asset Value (NAV)

 

39.9%

 

13.2%

 

-0.2%

 

3.3%

Market Price

 

53.5%

 

13.5%

 

-2.1%

 

0.7%

MSCI Chile Index

 

43.6%

 

11.7%

 

-0.8%

 

3.8%

 

Aberdeen Asset Managers Limited, the Fund’s adviser, has entered into a written contract with the Fund to waive certain fees without which total return performance would be lower. See Note 3 in the Notes to Financial Statements. This contract 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. Aberdeen Asset Management Inc. (“AAMI”), the Fund’s administrator, has entered into an agreement with the Fund to limit investor relations services fees, without which performance would be lower. See Note 3 in the Notes to Financial Statements. 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 price 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, 2017. 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.aberdeench.com or by calling 800-522-5465.

 

The net operating expense ratio, excluding fee waivers, based on the fiscal year ended December 31, 2017 was 2.38%. The net operating expense ratio, net of fee waivers, based on the fiscal year ended December 31, 2017 was 2.19%.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

5

 

 


 

Portfolio Summary (unaudited)

 

 

 

The following table summarizes the sector composition of the Fund’s portfolio, in Standard & Poor’s Global Industry Classification Standard (“GICS”) Sectors, expressed as a percentage of net assets as of December 31, 2017. The GICS structure consists of 11 sectors, 24 industry groups, 68 industries and 157 subindustries. As of December 31, 2017, the Fund did not have more than 25% of its assets invested in any industry. The sectors, as classified by GICS, are comprised of several industries.

 

Sectors

 

As a Percentage of Net Assets

Consumer Staples

 

23.7%

Financials

 

17.5%

Consumer Discretionary

 

13.7%

Utilities

 

11.9%

Industrials

 

8.6%

Real Estate

 

7.7%

Materials

 

6.1%

Energy

 

4.4%

Information Technology

 

2.4%

Telecommunication Services

 

2.2%

Health Care

 

1.5%

Short-Term Investment

 

0.1%

Other Assets in Excess of Liabilities

 

0.2%

 

 

100.0%

 

Top Ten Equity Holdings (unaudited)

 

 

The following were the Fund’s top ten holdings as of December 31, 2017:

 

Name of Security

 

As a Percentage of Net Assets

S.A.C.I. Falabella

 

11.1%

Banco Santander Chile

 

9.6%

Parque Arauco SA

 

7.7%

Enel Americas SA

 

5.8%

Embotelladora Andina SA

 

5.6%

Sociedad Quimica y Minera de Chile SA, ADR, Preferred Shares

 

4.9%

Cia Cervecerias Unidas SA

 

4.9%

Cencosud SA

 

4.8%

Banco de Chile

 

4.7%

Empresas COPEC SA

 

4.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

Aberdeen Chile Fund, Inc.

 

 


 

Portfolio of Investments

 

As of December 31, 2017

 

 

Shares

 

Description

 

Industry and Percentage of Net Assets

 

 

Value
(US$)

 

LONG-TERM INVESTMENTS—99.7%

 

 

 

 

 

COMMON STOCKS—93.6%

 

 

 

 

 

CHILE—93.6%

 

 

 

 

 

183,000

 

AntarChile SA

 

Industrial Conglomerates—3.4%

 

$   3,167,262

 

27,052,584

 

Banco de Chile

 

Banks—4.7%

 

4,343,184

 

42,049

 

Banco de Credito e Inversiones

 

Banks—3.2%

 

2,897,104

 

113,001,987

 

Banco Santander Chile

 

Banks—9.6%

 

8,832,297

 

395,977

 

Banmedica SA

 

Health Care Providers & Services—1.5%

 

1,379,549

 

1,484,850

 

Cencosud SA

 

Food & Staples Retailing—4.8%

 

4,367,206

 

298,583

 

Cia Cervecerias Unidas SA

 

Beverages—4.9%

 

4,468,556

 

1,576,732

 

Coca-Cola Embonor SA, Class A(a)(b)

 

Beverages—4.2%

 

3,830,378

 

1,118,761

 

Embotelladora Andina SA(b)(c)

 

Beverages—5.6%

 

5,181,132

 

181,784

 

Empresa Nacional de Telecomunicaciones SA

 

Wireless Telecommunication Services—2.2%

 

2,044,110

 

257,639

 

Empresas COPEC SA

 

Oil, Gas & Consumable Fuels—4.4%

 

4,081,866

 

23,926,400

 

Enel Americas SA

 

Electric Utilities—5.8%

 

5,326,482

 

16,255,000

 

Enel Chile SA

 

Electric Utilities—2.1%

 

1,927,937

 

521,534

 

Forus SA

 

Textiles, Apparel & Luxury Goods—2.6%

 

2,347,496

 

1,935,300

 

Inversiones Aguas Metropolitanas SA

 

Water Utilities—4.0%

 

3,673,108

 

2,271,500

 

Parque Arauco SA

 

Real Estate Management & Development—7.7%

 

7,031,536

 

827,300

 

Quinenco SA

 

Industrial Conglomerates—3.1%

 

2,890,038

 

1,024,483

 

S.A.C.I. Falabella

 

Multiline Retail—11.1%

 

10,229,847

 

18,377,900

 

Sociedad Matriz SAAM SA

 

Transportation Infrastructure—2.1%

 

1,972,474

 

1,114,200

 

Sonda SA

 

Information Technology Services—2.4%

 

2,185,490

 

2,028,000

 

Vina Concha y Toro SA

 

Beverages—4.2%

 

3,839,162

 

 

 

 

 

 

 

86,016,214

 

 

 

Total Common Stocks

 

 

 

86,016,214

 

PREFERRED STOCKS—6.1%

 

 

 

 

 

CHILE—6.1%

 

 

 

 

 

76,550

 

Sociedad Quimica y Minera de Chile SA, ADR, Preferred Shares

 

Chemicals—4.9%

 

4,544,773

 

18,400

 

Sociedad Quimica y Minera de Chile SA, Class B, Preferred Shares

 

Chemicals—1.2%

 

1,089,828

 

 

 

 

 

 

 

5,634,601

 

 

 

Total Preferred Stocks

 

 

 

5,634,601

 

 

 

Total Long-Term Investments—99.7% (cost $58,464,351)

 

91,650,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

7

 

 


 

Portfolio of Investments (concluded)

 

As of December 31, 2017

 

 

Shares

 

Description

 

 

Value
(US$)

 

SHORT-TERM INVESTMENT—0.1%

 

 

 

UNITED STATES—0.1%

 

 

 

129,276

 

State Street Institutional U.S. Government Money Market Fund, Institutional Class, 1.22%(d)

$       129,276

 

 

 

Total Short-Term Investment—0.1% (cost $129,276)

 

129,276

 

 

 

Total Investments—99.8% (cost $58,593,627)(e)

 

91,780,091

 

 

 

Other Assets in Excess of Liabilities—0.2%

 

144,061

 

 

 

Net Assets—100.0%

 

$ 91,924,152

 

 

(a)  Illiquid security.

(b)  This share class contains full voting rights and no preference on dividends. The two share classes of this company are formally labeled as preferred.

(c)  Fair Values are determined pursuant to procedures approved by the Fund’s Board of Directors. See Note 2(a) of the accompanying Notes to Financial Statements.

(d)  Registered investment company advised by State Street Global Advisors. The rate shown is the current yield as of December 31, 2017.

(e)  See accompanying Notes to Financial Statements for tax unrealized appreciation/(depreciation) of securities.

 

ADR American Depositary Receipt

 

 

See Notes to Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

Aberdeen Chile Fund, Inc.

 

 


 

Statement of Assets and Liabilities

 

As of December 31, 2017

 

 

 

Assets

 

 

 

Investments, at value (cost $58,464,351)

 

$

91,650,815

 

Short-term investment, at value (cost $129,276)

 

129,276

 

Foreign currency, at value (cost $472,451)

 

477,216

 

Cash

 

27,726

 

Receivable for investments sold

 

2,623,871

 

Interest and dividends receivable

 

11,686

 

Prepaid expenses

 

9,802

 

Total assets

 

94,930,392

 

Liabilities

 

 

 

Dividends payable to common shareholders

 

2,168,177

 

Chilean repatriation taxes (Note 2)

 

432,619

 

Investment advisory fees payable (Note 3)

 

196,970

 

Administration fees payable (Note 3)

 

61,588

 

Director fees payable

 

27,000

 

Investor relations fees payable (Note 3)

 

9,324

 

Other accrued expenses

 

110,562

 

Total liabilities

 

3,006,240

 

 

 

 

 

Net Assets

 

$

91,924,152

 

Composition of Net Assets:

 

 

 

Common stock (par value $.001 per share) (Note 5)

 

$

9,358

 

Paid-in capital in excess of par

 

57,396,007

 

Accumulated net investment income

 

106,779

 

Accumulated net realized gain from investment and foreign currency transactions

 

1,394,218

 

Net unrealized appreciation on investments and other assets and liabilities denominated in foreign currencies

 

33,017,790

 

Net Assets

 

$

91,924,152

 

Net asset value per share based on 9,357,690 shares issued and outstanding

 

$

9.82

(a)

 

(a)  The NAV shown above differs from the traded NAV on December 31, 2017 due to financial statement rounding and/or financial statement adjustments.

 

 

See Notes to Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

9

 

 


 

Statement of Operations

 

For the Year Ended December 31, 2017

 

 

 

Net Investment Income

 

 

 

 

 

 

 

Income

 

 

 

Dividends and other income (net of foreign withholding taxes of $34,170)

 

$  2,038,508

 

Total Investment Income

 

2,038,508

 

 

 

 

 

Expenses

 

 

 

Investment advisory fee (Note 3)

 

831,141

 

Chilean repatriation taxes (Note 2)

 

273,706

 

Administration fee (Note 3)

 

174,226

 

Directors’ fees and expenses

 

142,500

 

Legal fees and expenses

 

129,142

 

Custodian’s fees and expenses

 

102,807

 

Independent auditors’ fees and expenses

 

55,550

 

Reports to shareholders and proxy solicitation

 

47,083

 

Investor relations fees and expenses (Note 3)

 

46,016

 

Transfer agent’s fees and expenses

 

27,354

 

Insurance expense

 

19,849

 

Miscellaneous

 

49,182

 

Total expenses

 

1,898,556

 

Less: Investor relations fee waiver (Note 3)

 

(6,210

)

Less: Investment advisory fee waiver (Note 3)

 

(147,208

)

Net expenses

 

1,745,138

 

 

 

 

 

Net Investment Income

 

293,370

 

 

 

 

 

Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions:

 

 

 

 

 

 

 

Net realized gain/(loss) from:

 

 

 

Investment transactions

 

3,939,454

 

Foreign currency transactions

 

28,107

 

 

 

3,967,561

 

Net change in unrealized appreciation/(depreciation) on:

 

 

 

Investments (including $84,283 change in Chilean taxes on unrealized gains) (Note 2)

 

22,443,568

 

Foreign currency translation

 

3,140

 

 

 

22,446,708

 

Net realized and unrealized gain from investments and foreign currency translations

 

26,414,269

 

Net Increase in Net Assets Resulting from Operations

 

$26,707,639

 

 

 

See Notes to Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

Aberdeen Chile Fund, Inc.

 

 


 

Statements of Changes in Net Assets

 

 

 

 

 

For the
Year Ended
December 31, 2017

 

For the
Year Ended
December 31, 2016

 

 

 

 

 

 

 

Increase/(Decrease) in Net Assets

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net investment income

 

$     293,370

 

$     433,464

 

Net realized gain from investment and foreign currency related transactions

 

3,967,561

 

2,395,232

 

Net change in unrealized appreciation on investments and foreign currency translation

 

22,446,708

 

8,124,866

 

Net increase in net assets resulting from operations

 

26,707,639

 

10,953,562

 

 

 

 

 

 

 

Distributions to Shareholders from:

 

 

 

 

 

Net investment income

 

(200,067

)

(437,726

)

Net realized gains

 

(1,968,109

)

(2,931,727

)

Tax return of capital

 

 

(572,876

)

Net decrease in net assets from distributions

 

(2,168,176

)

(3,942,329

)

 

 

 

 

 

 

Common Stock Transactions:

 

 

 

 

 

Repurchase of common stock resulting in the reduction of 0 and 28,807 shares of common  stock, respectively (Note 6)

 

 

(182,648

)

Change in net assets from capital transactions

 

 

(182,648

)

Change in net assets resulting from operations

 

24,539,463

 

6,828,585

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of year

 

67,384,689

 

60,556,104

 

End of year (including accumulated net investment income/(distributions in excess of  net investment income) of $106,779 and ($14,631), respectively)

 

$91,924,152

 

$67,384,689

 

 

Amounts listed as “–” are $0 or round to $0.

 

 

See Notes to Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

11

 

 


 

Financial Highlights

 

 

 

 

For the Fiscal Years Ended December 31,

 

 

 

2017

 

2016

 

2015

 

2014

 

2013

 

PER SHARE OPERATING PERFORMANCE(a):

 

 

 

 

 

 

 

 

 

 

 

Net asset value per common share, beginning of year

 

$7.20

 

$6.45

 

$8.25

 

$10.40

 

$15.05

 

Net investment income

 

0.03

 

0.05

 

0.06

 

0.03

 

0.06

 

Net realized and unrealized gains/(losses) on investments and foreign currency transactions

 

2.82

 

1.12

 

(1.18

)

(1.13

)

(3.24

)

Total from investment operations applicable to common shareholders

 

2.85

 

1.17

 

(1.12

)

(1.10

)

(3.18

)

Dividends and distributions to common shareholders from:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.02

)

(0.05

)

(0.04

)

(0.03

)

(0.18

)

Net realized gains

 

(0.21

)

(0.31

)

(0.16

)

(0.86

)

(1.23

)

Tax return of capital

 

 

(0.06

)

(0.48

)

(0.16

)

(0.06

)

Total distributions

 

(0.23

)

(0.42

)

(0.68

)

(1.05

)

(1.47

)

Net asset value per common share, end of year

 

$9.82

 

$7.20

 

$6.45

 

$8.25

 

$10.40

 

Market value, end of year

 

$8.93

 

$5.96

 

$5.58

 

$7.44

 

$10.55

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investment Return Based on(b):

 

 

 

 

 

 

 

 

 

 

 

Market value

 

53.54%

 

14.30%

 

(16.68%

)

(21.25%

)

(21.99%

)

Net asset value

 

39.76%

(c)

19.45%

 

(13.14%

)(c)

(11.42%

)(c)

(22.89%

)(c)

 

 

 

 

 

 

 

 

 

 

 

 

Ratio to Average Net Assets/Supplementary Data:

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of year (000 omitted)

 

$91,924

 

$67,385

 

$60,556

 

$77,470

 

$97,629

 

Average net assets (000 omitted)

 

$79,610

 

$65,918

 

$71,342

 

$89,231

 

$125,669

 

Total expenses, net of fee waivers(d)

 

2.19%

 

2.40%

 

2.13%

 

2.58%

(e)

1.91%

 

Total expenses, excluding fee waivers(d)

 

2.38%

 

2.62%

 

2.36%

 

2.78%

(e)

2.09%

 

Total expenses, excluding Chilean taxes and net of fee waivers

 

1.85%

 

1.88%

 

1.86%

 

2.29%

(e)

1.67%

 

Net investment income(d)

 

0.37%

 

0.66%

 

0.73%

 

0.31%

(e)

0.43%

 

Portfolio turnover

 

13.06%

 

6.67%

 

1.08%

 

5.71%

 

3.79%

 

 

(a)  Based on average shares outstanding.

(b)  Total investment return based on market value is calculated assuming that shares of the Fund’s common stock were purchased at the closing market price as of the beginning of the period, dividends, capital gains, and other distributions were reinvested as provided for in the Fund’s dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Fund’s net asset value is substituted for the closing market value.

(c)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns based upon net asset value as reported.

(d)  Ratios include the effect of Chilean taxes.

(e)  In May 2014, upon the expiration of the 2011 shelf registration, the remaining prepaid offering costs associated with the shelf registration statement were expensed as a one-time expense.

 

Amounts listed as “–” are $0 or round to $0.

 

 

See Notes to Financial Statements.

 

 

 

 

 

12

 

Aberdeen Chile Fund, Inc.

 

 


 

Notes to Financial Statements

 

December 31, 2017

 

 


1. Organization

 

Aberdeen Chile 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 of 1940, as amended (the “1940 Act”), as a non-diversified closed-end, management investment company. The Fund trades on the NYSE MKT under the ticker symbol “CH”.

 

The Fund seeks total return, consisting of capital appreciation and income, by investing primarily in Chilean securities.

 

Fund Consolidation

 

In October 2017, the Fund’s Board of Directors and the boards of directors of seven other closed-end funds announced that they had each approved the consolidation of their respective funds (“Target Funds”) into the Fund, subject to several conditions including the receipt of necessary approvals by stockholders of each Target Fund. Contingent on the consolidation, the Fund would be renamed Aberdeen Emerging Markets Equity Income Fund, Inc., would invest in emerging market equity securities and would be permitted use leverage to achieve its objective. At a special meeting of shareholders held on January 26, 2018, the shareholders of the Fund approved certain proposals necessary to effectuate the Reorganizations and to change the Fund’s strategy. The Letter to Shareholders contains further information about the Fund Consolidation.

 

2. Summary of Significant Accounting Policies

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services-Investment Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. Dollars.

 

a. Security Valuation:

 

The Fund values its securities at current market value or fair value, consistent with regulatory requirements. “Fair value” is defined in the Fund’s Valuation and Liquidity Procedures as the price that could be received to sell an asset or paid to transfer a liability in an orderly

 

transaction between willing market participants without a compulsion to transact at the measurement date.

 

Equity securities that are traded on an exchange are valued at the last quoted sale price on the principal exchange on which the security is traded at the “Valuation Time” subject to application. The Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time). In the absence of a sale price, the security is valued at the mean of the bid/ask price quoted at the close on the principal exchange on which the security is traded. Securities traded on NASDAQ are valued at the NASDAQ official closing price. Closed-end funds and exchange-traded funds (“ETFs”) are valued at the market price of the security at the Valuation Time. A security using any of these pricing methodologies is determined to be a Level 1 investment.

 

Short-term investments are comprised of cash and cash equivalents invested in short-term investment funds which are redeemable daily. The Fund sweeps available cash into the State Street Institutional U.S. Government Money Market Fund, which has elected to qualify as a “government money market fund” pursuant to Rule 2a-7 under the 1940 Act, and has an objective, which is not guaranteed, to maintain a $1.00 per share NAV. Generally, these investment types are categorized as Level 1 investments.

 

In the event that a security’s market quotations are not readily available or are deemed unreliable (for reasons other than because the foreign exchange on which it trades closes before the Valuation Time), the security is valued at fair value as determined by the Fund’s Pricing Committee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. A security that has been fair valued by the Fund’s Pricing Committee may be classified as Level 2 or Level 3 depending on the nature of the inputs.

 

In accordance with the authoritative 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 used to measure the fair value. The hierarchy assigns Level 1, the highest level, measurements to valuations based upon unadjusted quoted prices in active markets for identical assets, Level 2 measurements to valuations based upon other significant observable inputs, including adjusted quoted prices in active markets for similar assets, and Level 3, the lowest level, measurements to valuations based upon unobservable inputs that are significant to the valuation. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability, which are based on market data obtained from sources independent of the


 

 

 

Aberdeen Chile Fund, Inc.

13

 

 


 

Notes to Financial Statements (continued)

 

December 31, 2017

 

 


reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. A financial instrument’s level within the fair value hierarchy is based upon the

 

lowest level of any input that is significant to the fair value measurement. The three-level hierarchy of inputs is summarized below:

 

Level 1 – quoted prices in active markets for identical investments;

 

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, and credit risk); or

 

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).


 

The following is a summary of the inputs used as of December 31, 2017 in valuing the Fund’s investments and other financial instruments at fair value. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Please refer to the Portfolio of Investments for a detailed breakout of the security types:

 

Investments, at Value

 

Level 1 – Quoted
Prices ($)

 

Level 2 – Other
Significant
Observable
Inputs ($)

 

Level 3 – Significant
Unobservable
Inputs ($)

 

Total ($)

 

Investments in Securities

 

 

 

 

 

 

 

 

 

Common Stocks

 

80,835,082

 

5,181,132

 

 

86,016,214

 

Preferred Stocks

 

5,634,601

 

 

 

5,634,601

 

Short-Term Investment

 

129,276

 

 

 

129,276

 

 

 

86,598,959

 

5,181,132

 

 

91,780,091

 

 

Amounts listed as “–” are $0 or round to $0.

 


For movements between the Levels within the fair value hierarchy, the Fund has adopted a policy of recognizing transfers at the end of each period. During the fiscal year ended December 31, 2017, a security issued by Coca-Cola Embonor SA, Class A, at the value of $3,830,378, transferred from Level 2 to Level 1 because the security was fair valued by the Fund’s Pricing Committee on December 31, 2016 but market prices were available on December 31, 2017. For the fiscal year ended December 31, 2017, there were no significant changes to the fair valuation methodologies.

 

b. Foreign Currency Translation:

 

Foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of the Valuation Time, as provided by an independent pricing service approved by the Board.

 

Foreign currency amounts are translated into U.S. Dollars on the following basis:

 

(i)   market value of investment securities, other assets and liabilities – at the current daily rates of exchange; and

 

(ii)  purchases and sales of investment securities, income and expenses – at the rate of exchange prevailing on the respective dates of such transactions.

 

The Fund does not isolate that portion of gains and losses on investments in equity securities which is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities. Accordingly, realized and unrealized foreign currency gains and losses with respect to such securities are included in the reported net realized and unrealized gains and losses on investment transactions balances.

 

The Fund reports certain foreign currency related transactions and foreign taxes withheld on security transactions as components of realized gains for financial reporting purposes, whereas such foreign currency related transactions are treated as ordinary income for U.S. federal income tax purposes.

 

Net unrealized currency gains or losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation in value of investments, and translation of other assets and liabilities denominated in foreign currencies.


 

 

 

 

14

 

Aberdeen Chile Fund, Inc.

 

 


 

Notes to Financial Statements (continued)

 

December 31, 2017

 

 


Net realized foreign exchange gains or losses represent foreign exchange gains and losses from transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement date on security transactions, and the difference between the amounts of interest and dividends recorded on the Fund’s books and the U.S. Dollar equivalent of the amounts actually received.

 

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar. Generally, when the U.S. Dollar rises in value against a foreign currency, the Fund’s investments denominated in that foreign currency will lose value because the foreign currency is worth fewer U.S. Dollars; the opposite effect occurs if the U.S. Dollar falls in relative value.

 

c. Rights Issues and Warrants:

 

Rights issues give the right, normally to existing shareholders, 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 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. Rights issues and warrants are speculative and have no value if 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.

 

d. Security Transactions, Investment Income and Expenses:

 

Security transactions are recorded on the trade date. Realized and unrealized gains/(losses) from security and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Interest income and expenses are recorded on an accrual basis.

 

e. Distributions:

 

The Fund records dividends and distributions payable to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These book basis/tax basis differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require reclassification.

 

Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as return of capital.

 

f. Federal Income Taxes:

 

The Fund intends to continue to qualify as a “regulated investment company” by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code of 1986, as amended, and to make distributions of net investment income and net realized capital gains sufficient to relieve the Fund from all federal income taxes. Therefore, no federal income tax provision is required.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the four fiscal years up to the most recent fiscal year ended December 31 are subject to such review.

 

g. Foreign Withholding Tax:

 

Income received by the Fund from sources within Chile and other foreign countries may be subject to withholding and other taxes imposed by Chile and such other countries. The Fund incurs foreign Chilean taxes on income as well as realized gains generated from Chilean securities where there is little to no market presence on any of the Chilean stock exchanges. In order to have “market presence,” a Chilean security must have either: (i) transactions greater than or equal to 1,000 Chilean UF (Unidad de Fomentos, a unit of account used in Chile) in 25% or more of the last 180 days; or (ii) a “market maker” acting in accordance with General Regulation No. 327 of the Superintendencia de Valores y Seguros, the primary Chilean securities and insurance supervisor. For the fiscal year ended December 31, 2017, the Fund incurred $273,706 of such expense. The Fund also accrues foreign Chilean taxes on securities with little to no Chilean market presence in an amount equal to what the Fund would owe if the securities were sold and the proceeds repatriated on the valuation date as a liability and reduction of unrealized gains. For the fiscal year ended December 31, 2017, the Fund accrued $174,491 of such expense.

 

h. Repurchase Agreements:

 

The Fund may enter into a repurchase agreement under the terms of a Master Repurchase Agreement. It is the Fund’s policy that its custodian/counterparty segregate the underlying collateral securities, the value of which exceeds the principal amount of the repurchase


 

 

 

 

 

Aberdeen Chile Fund, Inc.

15

 

 


 

Notes to Financial Statements (continued)

 

December 31, 2017

 

 


transaction, including accrued interest. The repurchase price generally equals the price paid by the Fund plus interest negotiated on the basis of current short-term rates. To the extent that any repurchase transaction exceeds one business day, the collateral is valued on a daily basis to determine its adequacy. If the counterparty to a repurchase agreement defaults and the value of the collateral declines, or if bankruptcy proceedings are commenced with respect to the counterparty of the security, realization of the collateral by the Fund may be delayed or limited. Repurchase agreements are subject to contractual netting arrangements with the Fund’s repurchase agreement counterparty, Fixed Income Clearing Corp. To the extent the Fund enters into repurchase agreements, additional information on individual repurchase agreements is included in the Portfolio of Investments. As of and during the fiscal year ended December 31, 2017, the Fund did not hold any repurchase agreements.

 

3. Agreements and Transactions with Affiliates

 

Merger of Aberdeen Asset Management PLC with Standard Life plc

 

The Fund’s investment adviser and administrator are each a subsidiary of Aberdeen Asset Management PLC (“Aberdeen PLC”). The merger of Standard Life plc and Aberdeen PLC, announced on March 6, 2017 (“Merger”), closed on August 14, 2017. Aberdeen PLC became a direct subsidiary of Standard Life plc as a result of the Merger and the combined company changed its name to Standard Life Aberdeen plc. Shareholders of the Fund were not required to take any action as a result of the Merger. Following the Merger, the Fund’s investment adviser and administrator each became an indirect subsidiary of Standard Life Aberdeen plc, but otherwise did not change. The investment advisory and administration agreements for the Fund, the services provided under the agreements, and the fees charged for services did not change as a result of the Merger. The portfolio management team for the Fund also did not change as a result of the Merger.

 

a. Investment Adviser:

 

Aberdeen Asset Managers Limited (“AAML” or the “Adviser”) serves as the Fund’s investment adviser with respect to all investments. AAML is an indirect wholly-owned subsidiary of Standard Life Aberdeen plc. AAML receives, as compensation for its advisory services from the Fund, an annual fee, calculated weekly and paid quarterly, equal to 1.20% of the first $50 million of the Fund’s average weekly market value or net assets (whichever is lower), 1.15% of amounts from $50-100 million, 1.10% of amounts from $100-150 million, 1.05% of amounts from $150-200 million and 1.00% of amounts over $200 million. AAML has also agreed to contractually waive 0.21% of its annual advisory fee in an advisory fee waiver agreement (“Waiver Agreement”). The Waiver

 

Agreement may not be terminated prior to the end of the current term of the advisory agreement without the prior approval of the Fund’s Board of Directors, including a majority of the Directors of the Fund who are not “interested persons,” as such term is defined in the 1940 Act (the “Independent Directors”). For the fiscal year ended December 31, 2017, AAML earned $831,141 for advisory services, of which it waived $147,208 pursuant to the Waiver Agreement.

 

b. Fund Administration:

 

Aberdeen Asset Management Inc. (“AAMI”), an affiliate of the Adviser, is the Fund’s administrator, pursuant to an agreement under which AAMI receives a fee paid by 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, 2017, AAMI earned $28,639 from the Fund for administration services. (This fee is the net amount paid to AAMI adjusted for the portion paid to BTG Pactual Chile as described below).

 

BTG Pactual Chile S.A. Administradora de Fondos de Inversion de Capital Extranjero (formerly, Celfin Capital S.A. Administradora de Fondos de Capital Extranjero) (“BTG Pactual Chile”) serves as the Fund’s Chilean administrator. For its services, BTG Pactual Chile is paid a fee out of the administration fee payable to AAMI, calculated weekly and paid quarterly at an annual rate of 0.05% of the Fund’s average weekly market value or net assets (whichever is lower). In addition, BTG Pactual Chile receives a supplemental administration fee, annual reimbursement of out of pocket expenses and an accounting fee from the Fund. For the fiscal year ended December 31, 2017, the administration fees, supplemental administration fees and accounting fees earned by BTG Pactual Chile amounted to $35,049, $102,167 and $8,371, respectively.

 

c. Investor Relations:

 

Under the terms of the Investor Relations Services Agreement, AAMI provides and/or engages third parties to provide investor relations services to the Fund and certain other funds advised by AAML or its affiliates as part of an Investor Relations Program. Under the Investor Relations Services Agreement, the Fund owes a portion of the fees related to the Investor Relations Program (the “Fund’s Portion”). However, investor relations services fees are limited by AAMI 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 the Fund’s average weekly net assets and the Fund’s Portion is paid for by AAMI.

 

Pursuant to the terms of the Investor Relations Services Agreement, AAMI (or third parties hired by AAMI), among other things, provides


 

 

 

 

16

 

Aberdeen Chile Fund, Inc.

 

 


 

Notes to Financial Statements (continued)

 

December 31, 2017

 

 


objective and timely information to shareholders based on publicly-available information; provides information efficiently through the use of technology while offering shareholders immediate access to knowledgeable investor relations representatives; develops and maintains effective communications with investment professionals from a wide variety of firms; creates and maintains investor relations communication materials such as fund manager interviews, films and webcasts, published white papers, magazine articles and other relevant materials discussing the Fund’s investment results, portfolio positioning and outlook; develops and maintains effective communications with large institutional shareholders; responds to specific shareholder questions; and reports activities and results to the Board and management detailing insight into general shareholder sentiment.

 

During the fiscal year ended December 31, 2017, the Fund incurred investor relations fees of approximately $46,016 of which AAMI waived $6,210 for investor relations services.

 

d. Directors’ Purchase Plan:

 

Fifty percent (50%) of the annual retainer of the Independent Directors is invested in Fund shares and, at the option of each Independent Director, up to 100% of the annual retainer can be invested in shares of the Fund. During the fiscal year ended December 31, 2017, 4,987 shares were purchased pursuant to the Directors’ compensation plan. As of December 31, 2017, the Directors as a group owned less than 1% of the Fund’s outstanding shares.

 

4. Investment Transactions

 

Purchases and sales of investment securities (excluding short-term securities) for the fiscal year ended December 31, 2017, were $10,252,556 and $11,990,395, respectively.

 

5. Capital

 

The authorized capital of the Fund is 100 million shares of $0.001 par value per share of common stock. As of December 31, 2017, there were 9,357,690 shares of common stock issued and outstanding.

 

6. Open Market Repurchase Program

 

The Board has authorized, but does not require, Fund management to make open market purchases from time to time in an amount up to 10% of the Fund’s outstanding shares, in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable federal securities laws. Such purchases may be made when, in the reasonable judgment of Fund management, such repurchases may enhance shareholder value. The Fund reports repurchase activity on the Fund’s website on a monthly basis. For the fiscal year ended December 31, 2017, the Fund did not repurchase any shares and for the fiscal year ended December 31, 2016, the Fund repurchased 28,807 shares through this program. On December 12,

 

2017, consistent with Regulation M, which prohibits funds from purchasing its shares during a restricted period following the announcement of a tender offer by that fund, the Fund’s Board of Directors approved a suspension of the Fund’s open market repurchase program until the anticipated tender offer on the Fund following the proposed fund consolidation.

 

7. Portfolio Investment Risks

 

a. Risks Associated with Foreign Securities and Currencies

 

Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include future political and economic developments, and the possible imposition of exchange controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is the possibility of expropriation of assets, confiscatory taxation, and political or social instability or diplomatic developments, which could adversely affect investments in those countries.

 

Certain countries also may impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers of industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries. Foreign securities may also be harder to price than U.S. securities.

 

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.

 

b. Risks Associated with Chilean Markets

 

Investments in Chile may involve certain considerations and risks not typically associated with investments in the United States, including the possibility of future political and economic developments and the level of Chilean governmental supervision and regulation of its securities markets.

 

The Chilean securities markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Fund may be inhibited. A significant proportion of the aggregate market value of equity securities listed on the Santiago Exchange are held by a small number of investors and are not publicly traded. This may limit the number of shares available for acquisition or disposition by the Fund.


 

 

 

Aberdeen Chile Fund, Inc.

17

 

 


 

Notes to Financial Statements (continued)

 

December 31, 2017

 

 


c. Sector Risk

 

To the extent that the Fund has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.

 

In particular, being invested heavily in the financial sector may make the Fund vulnerable to risks and pressures facing companies in that sector, such as regulatory, consolidation, interest rate changes and general economic conditions.

 

d. Consumer Staples Sector Risk

 

To the extent the consumer staples 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. The consumer staples sector may be affected by the regulation of various product components and production methods, marketing campaigns and other factors affecting consumer demand. Tobacco companies, in particular, may be adversely affected by new laws, regulations and litigation. The consumer staples sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors.

 

e. Valuation Risk

 

The price that the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the

 

investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could realize a greater than expected loss or lower than expected gain upon the sale of the investment. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.

 

8. Contingencies

 

In the normal course of business, the Fund may provide general indemnifications pursuant to certain contracts and organizational documents. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund, and therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.

 

9. Tax Information

 

The U.S. federal income tax basis of the Fund’s investments (including derivatives, if applicable) and the net unrealized appreciation as of December 31, 2017 were as follows:

 

Tax Basis of
Investments

 

Appreciation

 

Depreciation

 

Net
Unrealized
Appreciation

 

$59,170,755

 

$34,152,094

 

$(1,542,758)

 

$32,609,336

 


 

Income and capital gains distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. The tax character of distributions paid during the fiscal years ended December 31, 2017 and December 31, 2016 was as follows:

 

 

 

December 31, 2017

 

December 31, 2016

 

Distributions paid from:

 

 

 

 

 

Ordinary Income

 

$200,067

 

$437,726

 

Net long-term capital gains

 

1,968,109

 

2,931,727

 

Tax return of capital

 

 

572,876

 

Total tax character of distributions

 

$2,168,176

 

$3,942,329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 

Aberdeen Chile Fund, Inc.

 

 


 

Notes to Financial Statements (continued)

 

December 31, 2017

 

 

As of December 31, 2017, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income – net

 

$324,898

 

Undistributed long-term capital gains – net

 

1,971,345

 

Total undistributed earnings

 

$2,296,243

 

Capital loss carryforward

 

 

Other temporary differences

 

(218,119

)

Unrealized appreciation/(depreciation)

 

32,440,663

*

Total accumulated earnings/(losses) – net

 

$34,518,787

 

 

*     The tax basis of components of distributable earnings differs from the amounts reflected in the Statement of Assets and Liabilities by temporary book/tax differences. These differences are primarily timing differences due to dividends payable and wash sales.

 


GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the table below details the necessary reclassifications, which are a result of permanent differences primarily attributable to foreign currency gains and losses. These reclassifcations have no effect on net assets or NAVs per share.

 

 

Accumulated
Net Investment
Income

 

Accumulated
Net Realized
Gain on
Investments
and Foreign
Currency
Transactions

 

 

$28,107

 

$(28,107)

 

 

10. Subsequent Events

 

Management has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no disclosures and/or adjustments were required to the financial statements as of December 31, 2017, other than as noted below.

 

In October 2017, the Fund’s Board of Directors and the boards of directors of seven other closed-end funds announced that they had each approved the consolidation of their respective funds (the “Target Funds”) into the Fund, subject to the receipt of necessary approvals by

 

stockholders of each of the Target Funds. The Fund would serve as the acquiring fund and would, contingent on the consolidation, change its investment strategy to a multi-cap emerging markets equity income investment strategy that utilizes leverage and would be renamed Aberdeen Emerging Markets Equity Income Fund, Inc. At a special meeting of shareholders of the Fund held on January 26, 2018, the shareholders of the Fund approved certain proposals necessary to effectuate the reorganizations and the change in the Fund’s strategy, including the following: (i) an amendment to the Fund’s Articles of Incorporation to increase the total number of shares of capital stock; (ii) the issuance of additional shares of common stock of the Fund in connection with the potential reorganizations of certain other closed-end funds into the Fund; (iii) the elimination of the Fund’s fundamental investment policy to invest primarily in Chilean securities; (iv) an amendment to the Fund’s fundamental investment restriction relating to borrowing; and (v) an amendment to the Fund’s Investment Advisory Agreement to provide that fees payable thereunder will be calculated at a lower annual rate based solely on net assets. Additionally, at an annual meeting of shareholders of the Fund held on January 26, 2018, Fund shareholders approved the election of three Directors to the Board of Directors of the Fund, to serve contingent upon the reorganization of the Target Fund for which such Director currently serves as a director. Below is a summary of the changes that the Fund would implement in connection with, and contingent upon, the reorganization with the Target Funds into one combined fund (the “Combined Fund”).


 

 

 

 

 

 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

19

 

 


 

Notes to Financial Statements (concluded)

 

December 31, 2017

 

 

 

 

Current Fund

 

Combined Fund

Fund Name

 

Aberdeen Chile Fund, Inc.

 

Aberdeen Emerging Markets Equity Income Fund, Inc.

 

 

 

 

 

Ticker

 

CH

 

AEF

 

 

 

 

 

Exchange

 

NYSE American (formerly known as NYSE MKT)

 

NYSE American (formerly known as NYSE MKT)

 

 

 

 

 

Investment objective

 

The Fund seeks total return, consisting of capital appreciation and income, by investing primarily in Chilean securities.

 

The Fund seeks to provide both current income and long-term capital appreciation.

 

 

 

 

 

80% investment policy

 

Under normal market conditions, substantially all, but not less than 80%, of the Fund’s net assets will be invested in Chilean securities.

 

Under normal market conditions, the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in emerging markets equity securities.

 

 

 

 

 

Leverage Restriction

 

The Fund may not issue senior securities, borrow or pledge its assets, except that the Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 5% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and may also pledge its assets to secure such borrowings; provided that the Fund may borrow from a bank an amount not exceeding 33 1/3% of its total assets (not including the amount borrowed) for the purpose of (a) obtaining amounts necessary to make distributions for qualification as a registered investment company or to avoid imposition of an excise tax under United States tax laws and (b) to pay Fund expenses outside Chile, and not for the purpose of leveraging. Additional investments may not be made when borrowings exceed 5% of the Fund’s total assets.

 

The Fund may not 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.

 

 

 

 

 

Benchmark

 

Morgan Stanley Capital International Chile Index

 

Morgan Stanley Capital International Emerging Markets Index

 

 

 

 

 

AUM/Pro Forma AUM as of August 31, 2017

 

$85.9 million

 

$880.6 million

 

 

 

 

 

Number of authorized shares

 

100 million

 

1 billion

 

 

 

 

 

Advisory fee

 

·               1.20% of the first $50 million of the Fund’s average weekly market value or net assets (whichever is lower);

·               1.15% on amounts from $50 - $100 million;

·               1.10% on amounts from $100 - $150 million;

·               1.05% on amounts from $150 - $200 million;

·               1.00% on amounts above $200 million.

 

·               0.90% of the first $250 million of the Fund’s average weekly net assets;

·               0.80% on the next $250 million; and

·               0.75% on amounts above $500 million.

 

 

 

 

 

Advisory fee waiver/expense limitation

 

The investment adviser has agreed to waive 0.21% of its annual advisory fee, which may not be terminated prior to the end of the current term of the advisory agreement without the prior approval of the Fund’s Independent Directors.

 

The investment adviser has agreed to cap total operating expenses at 1.20% (excluding leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) for two years from the date of the first Reorganization closing. If certain circumstances are met, the Fund’s investment adviser may be able to recoup some or all of these waived fees for up to three years following the waiver.

 

 

 

 

 

Board of Directors

 

James Cattano, Lawrence Fox and Steven Rappaport

 

James Cattano, Lawrence Fox, Steven Rappaport, Nancy Yao Maasbach, William Maher and Rahn Porter

 

 

 

 

 

 

 

 

 

 

 

 

20

 

Aberdeen Chile Fund, Inc.

 

 


 

Report of Independent Registered Public Accounting Firm

 

 

The Board of Directors and Shareholders of
Aberdeen Chile Fund, Inc.:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Aberdeen Chile Fund, Inc. (the Fund), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statement of changes in net assets for the year then ended, and the related notes (collectively, the financial statements) and the financial highlights for the year 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, 2017, the results of its operations for the year then ended, the changes in its net assets for the year then ended, and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles. The statement of changes in net assets for the year ended December 31, 2016 and the financial highlights for each of the years in the four-year period ended December 31, 2016, were audited by other independent registered public accountants whose report, dated February 27, 2017, expressed an unqualified opinion on that financial statement and financial highlights.

 

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 audit. 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 audit 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 audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian. Our audit 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 audit provides a reasonable basis for our opinion.

 

 

We have served as the auditor of one or more Aberdeen investment companies since 2009.

 

Philadelphia, Pennsylvania
February 27, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

21

 

 


 

Federal Tax Information: Dividends and Distributions (unaudited)

 

 

The following information is provided with respect to the distributions paid by the Fund during the fiscal year ended December 31, 2017:

 

Payable
Date

 

Total Cash
Distribution

 

Long-Term
Capital
Gain

 

Tax
Return of
Capital

 

Net
Ordinary
Dividend

 

Foreign
Taxes
Paid
(1)

 

Gross
Ordinary
Dividend

 

Qualified
Dividends
(2)

 

Foreign
Source
Income

 

1/8/2018

 

0.231700

 

0.210320

 

 

0.021380

 

0.009592

 

0.030972

 

0.017857

 

0.030947

 

 

(1)  The foreign taxes paid represent taxes incurred by the Fund on interest received from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax advisor regarding the appropriate treatment of foreign taxes paid.

 

(2)  The Fund hereby designates the amount indicated above or the maximum amount allowable by law.

 

 

Supplemental Information (unaudited)

 

 


Board Approval of Investment Advisory Agreement

 

The Investment Company Act of 1940 (the “1940 Act”) and the terms of the investment advisory agreement (the “Advisory Agreement”) between the Aberdeen Chile Fund, Inc. (the “Fund”) and Aberdeen Asset Managers Limited (the “Adviser” or “AAML”) require that the Advisory Agreement be approved annually at an in-person meeting by the Board of Directors (the “Board”), including a majority of the Directors who have no direct or indirect interest in the Advisory Agreement and are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Directors”).

 

At its in-person meeting on December 12, 2017 (the “Meeting”), the Board voted unanimously to renew the Advisory Agreement between the Fund and the Adviser. In considering whether to approve the renewal of the Fund’s Advisory Agreement, the Board members received and considered a variety of information provided by the Adviser relating to the Fund, the Advisory Agreement and the Adviser, including comparative performance, fee and expense information of a peer group of funds selected by Strategic Insight Mutual Fund Research and Consulting, LLC (“SI”), an independent third-party provider of investment company data, performance information for relevant benchmark indices and other information regarding the nature, extent and quality of services provided by the Adviser under the Advisory Agreement. The Board’s materials for the Meeting also included: (i) information on the investment performance of the Fund and the performance of a peer group of funds and the Fund’s performance benchmark; (ii) information on the Fund’s advisory fees and other expenses, including information comparing the Fund’s expenses to those of a peer group of funds and information about any applicable expense limitations and fee “breakpoints”; (iii) information about the

 

profitability of the Advisory Agreement to the Adviser; (iv) a report prepared by the Adviser in response to a request submitted by the Independent Directors’ independent legal counsel on behalf of such Directors; and (v) a memorandum from the Independent Directors’ independent legal counsel on the responsibilities of the Board of Directors in considering approval of the investment advisory arrangement under the 1940 Act and Maryland law.

 

The Independent Directors were advised by separate independent legal counsel throughout the process. The Independent Directors also consulted in executive sessions with counsel to the Independent Directors regarding consideration of the renewal of the Advisory Agreement. In considering whether to approve the continuation of the Advisory Agreement, the Board, including the Independent Directors, did not identify any single factor as determinative. Individual Directors may have evaluated the information presented differently from one another, giving different weights to various factors. Matters considered by the Board, including the Independent Directors, in connection with its approval of the continuation of the Advisory Agreement included the factors listed below.

 

The Board also considered other matters such as: (i) the Adviser’s financial results and financial condition, (ii) the Fund’s investment objective and strategy, (iii) the Adviser’s investment personnel and operations, (iv) the procedures employed to determine the value of the Fund’s assets, (v) the allocation of the Fund’s brokerage, and the use, if any, of “soft” commission dollars to pay the Fund’s expenses and to pay for research and other similar services, (vi) the resources devoted to, and the record of compliance with, the Fund’s investment policies and restrictions, policies on personal securities transactions and other compliance policies, and (vii) possible conflicts of interest.


 

 

 

22

 

Aberdeen Chile Fund, Inc.

 

 


 

Supplemental Information (unaudited) (continued)

 

 


Throughout the process, the Board members were afforded the opportunity to ask questions of and request additional information from management.

 

In addition to the materials requested by the Board in connection with its consideration of the renewal of the Advisory Agreement, it was noted that the Board received materials in advance of each regular quarterly meeting that provided information relating to the services provided by the Adviser.

 

As part of their deliberations, the Board members considered the following:

 

The nature, extent and quality of the services provided to the Fund under the Advisory Agreement. The Board considered the nature, extent and quality of the services provided by the Adviser to the Fund and the resources dedicated to the Fund by the Adviser and its affiliates. The Board reviewed, among other things, the Adviser’s investment experience. The Board received information regarding the Adviser’s compliance with applicable laws and Securities and Exchange Commission and other regulatory inquiries or audits of the Fund and the Adviser. The Board also considered the background and experience of the Adviser’s senior management personnel and the qualifications, background and responsibilities of the portfolio managers primarily responsible for the day-to-day portfolio management services for the Fund. In addition, the Board considered the financial condition of the Adviser and the Adviser’s ability to provide a high level and quality of service to the Fund. The Board also considered information received from the Fund’s Chief Compliance Officer regarding the Adviser’s compliance policies and procedures. The Board also took into account the Adviser’s risk management processes. The Board considered the Adviser’s brokerage policies and practices. Management reported to the Board on, among other things, its business activities and organizational changes. The Directors also took into account their knowledge of management and the quality of the performance of management’s duties through Board meetings, discussion and reports during the preceding year.

 

Investment performance of the Fund and the Adviser. The Board received and reviewed with management, among other performance data, information compiled by SI as to the Fund’s total return, as compared to the funds in the Fund’s Morningstar category (the “Morningstar Group”).

 

The Board received and considered: information for the Fund’s total return on a gross and net basis and relative to the Fund’s benchmark; the Fund’s share performance and premium/discount information; and

 

the impact of foreign currency movements on the Fund’s performance. The Board also received and reviewed information as to the Fund’s total return against its Morningstar Group average and other comparable Aberdeen-managed funds and segregated accounts. The Board considered management’s discussion of the factors contributing to differences in performance, including differences in the investment strategies of each of these other funds and accounts. The Board also reviewed information as to the Fund’s discount/premium ranking relative to its Morningstar Group. The Board took into account management’s discussion of the Fund’s performance.

 

The costs of the services provided and profits realized by the Adviser and its affiliates from their relationships with the Fund. The Board reviewed with management the effective annual management fee rate paid by the Fund to the Adviser for investment management services. Additionally, the Board received and considered information compiled at the request of the Fund by SI, comparing the Fund’s effective annual management fee rate with the fees paid by a peer group consisting of other comparable closed-end funds (the “Peer Group”). The Board also took into account the management fee structure, including that management fees for the Fund were based on the Fund’s total managed assets. Management noted that due to the unique strategy and structure of the Fund, Aberdeen currently does not have any closed-end funds that are directly comparable to the Fund. Management provided to the Board the annual fee schedules, payable monthly, for each US closed-end, country-specific equity fund managed by AAML. Although there were no other substantially similar Aberdeen-advised US vehicles against which to compare advisory fees, the Adviser provided information for other Aberdeen products with similar investment strategies to those of the Fund where available. In evaluating the Fund’s advisory fees, the Board took into account the demands, complexity and quality of the investment management of the Fund.

 

In addition to the foregoing, the Board considered the Fund’s fees and expenses as compared to its Peer Group, consisting of closed-end funds in the Fund’s Morningstar expense category as compiled by SI.

 

Economies of Scale. The Board took into account management’s discussion of the Fund’s management fee structure. The Board determined that the management fee structure for the Fund was reasonable and reflected economies of scale being shared between each of the Fund and the Adviser and that an increase in the size of the Fund’s portfolio would add to these economies of scale. This determination was based on various factors, including that the Fund’s management fee schedule provides breakpoints at higher asset levels


 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

23

 

 


 

Supplemental Information (unaudited) (concluded)

 

 


to adjust for anticipated economies in the event of asset increase, and how the Fund’s management fees compare relative to its Peer Group at higher asset levels.

 

The Board also considered other factors, which included but were not limited to the following:

 

·     the effect of any market and economic volatility on the performance, asset levels and expense ratios of the Fund.

 

·     whether the Fund has operated in accordance with its investment objective, the Fund’s record of compliance with its investment restrictions, and the compliance programs of the Adviser.

 

·     the nature, quality, cost and extent of administrative services performed by Aberdeen Asset Management Inc. (“AAMI”), an affiliate of the Adviser, under a separate agreement covering administrative services.

 

·     so-called “fallout benefits” to the Adviser or AAMI, such as the benefits of research made available to AAMI by reason of brokerage commissions generated by the Fund’s securities transactions or reputational and other indirect benefits. The Board considered any possible conflicts of interest associated with these fallout and other benefits, and the reporting, disclosure and other processes in place to disclose and monitor such possible conflicts of interest.

 

* * *

 

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Directors, including the Independent Directors, concluded that renewal of the Advisory Agreement would be in the best interest of the Fund and its shareholders. Accordingly, the Board, and the Board’s Independent Directors voting separately, approved the Fund’s Advisory Agreement for an additional one-year period.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24

 

Aberdeen Chile Fund, Inc.

 

 


 

Management of the Fund (unaudited)

 

 

 

The names of the Directors and Officers of the Fund, their addresses, years of birth, and principal occupations during the past five years are provided in the tables below. Directors that are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund or the Fund’s investment adviser are included in the table below under the heading “Interested Directors.” Directors who are not interested persons, as described above, are referred to in the table below under the heading “Independent Directors.”

 

Board of Directors Information

 

Name, Address and
Year of Birth

 

Position(s) Held
With the Fund

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Funds in
Fund Complex*
Overseen by
Director

 

Other
Directorships
Held by
Director

Independent Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James Cattano
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street,
32
nd Floor,
Philadelphia, PA 19103


Year of Birth: 1943

 

Director, Audit and Valuation Committee Chairman and Nominating and Cost Review Committee Member

 

Since 1989; current term ends at the 2020 annual Meeting

 

Mr. Cattano has been the President of Costal Trade Corporation (international commodity trade) since October 2011.

 

5

 

Director of Credit Suisse Asset Management Income Fund, Inc. since 2006 and Director of Credit Suisse High Yield Bond Fund since 2006.

 

 

 

 

 

 

 

 

 

 

 

Lawrence J. Fox
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street,
32
nd Floor,
Philadelphia, PA 19103


Year of Birth: 1943

 

Director, Audit and Valuation Committee Member, Nominating Committee Member

 

Since 2006; current term ends at the 2019 annual Meeting

 

Mr. Fox is a partner at Schoeman, Updike & Kaufman LLP (law firm) since February 2017. Previously, he was a Partner at Drinker Biddle & Reath LLP (law firm) from 1972 to January 2017. He has also been a Lecturer at Yale Law School (education) since 2009.

 

3

 

Director of Credit Suisse Asset Management Income Fund, Inc. since 1990; Director of Credit Suisse High Yield Bond Fund since 2001; and Director of Dynasil Corp of America since 2011, Director of Aberdeen Indonesia Fund, Inc. (2006-2017).

 

 

 

 

 

 

 

 

 

 

 

Steven Rappaport
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street,
32
nd Floor,
Philadelphia, PA 19103

Year of Birth: 1948

 

Chairman of the Board of Directors, Audit and Valuation, Nominating, and Cost Review Committee Member

 

Since 2003, Chairman since January 2018; current term ends at the 2020 annual meeting

 

Mr. Rappaport has been a Partner of Lehigh Court, LLC (private investment firm) and RZ Capital LLC (private investment firm) since 2004. He is also a Director of Backstage LLC (publication) since 2013.

 

23

 

Director of iCAD, Inc., since 2006; Director of Credit Suisse Funds (9) since 1999; Director of Credit Suisse Asset Management Income Fund, Inc. since 2005 and Director of Credit Suisse High Yield Bond Fund, Inc. since 2005; Director of Credit Suisse NEXT Fund since 2013; Director of Wood Resourves (2007-2013); Director of Credit Suisse Park View Fund (2014-2016); Director of Presstek, Inc. (2003-2012).

 

*      Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Singapore Fund, Inc., Aberdeen Japan Equity Fund, Inc., The Asia-Tigers Fund, Inc., The India Fund, Inc., Aberdeen Greater China Fund, Inc., Aberdeen Income Credit Strategies Fund, the Aberdeen Investment Funds (which currently consists of 4 portfolios) and Aberdeen Funds (which currently consists of 18 portfolios) have a common investment manager and/or investment adviser, or an investment adviser that is affiliated with the Investment Adviser, and may thus be deemed to be part of the same “Fund Complex” as the Fund.

 

 

 

 

 

Aberdeen Chile Fund, Inc.

25

 

 


 

Management of the Fund (unaudited) (continued)

 

 

 

Information Regarding Officers* who are not Directors

 

Name, Address and
Year of Birth

 

Position(s) Held
With the Fund

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During Past Five Years

Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Christian Pittard**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor
Philadelphia, PA 19103

Year of Birth: 1973

 

Chief Executive Officer and President

 

Since July 2009

 

Currently, Group Head of Product Opportunities. From 2005 to 2007 he was Head of North American funds based in the US. Prior to that he was a Managing Director of Aberdeen’s business in Jersey, Channel Islands having joined Aberdeen in 1998. Christian is qualified as a Chartered Accountant and a fellow of The Securities Institute by Diploma. He has experience in launching and servicing both closed and open ended funds in Europe and the US.

 

 

 

 

 

 

 

Jeffrey Cotton**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor
Philadelphia, PA 19103

Year of Birth: 1977

 

Chief Compliance Officer, Vice President – Compliance

 

Since March 2011

 

Currently, Head of International Compliance for Standard Life Aberdeen plc (since 2017) and Director, Vice President and Head of Compliance – Americas for Aberdeen Asset Management Inc. He joined Aberdeen in 2010 as Head of Compliance – Americas.

 

 

 

 

 

 

 

Andrea Melia**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor
Philadelphia, PA 19103

Year of Birth: 1969

 

Treasurer and Chief Financial Officer

 

Since November 2009

 

Currently, Vice President and Head of Fund Administration – US for Aberdeen Asset Management Inc. Ms. Melia joined Aberdeen Asset Management in September 2009.

 

 

 

 

 

 

 

Megan Kennedy**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor
Philadelphia, PA 19103

Year of Birth: 1974

 

Secretary and Vice President

 

Since July 2009

 

Currently, Head of Product Management for AAMI since 2009. Ms. Kennedy joined Aberdeen Asset Management Inc. in 2005.

 

 

 

 

 

 

 

Alan Goodson*
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor,
Philadelphia, PA 19103

Year of Birth: 1974

 

Vice President

 

Since July 2009

 

Currently, Director, Vice President and Head of Product – US, overseeing Product Management, Product Development and Investor Services for Aberdeen’s registered and unregistered investment companies in the United States and Canada. Mr. Goodson joined Aberdeen in 2000.

 

 

 

 

 

 

 

Bev Hendry**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor
Philadelphia, PA 19103

Year of Birth: 1953

 

Vice President

 

Since 2014

 

Currently, Chief Executive Officer – Americas for Aberdeen Asset Management Inc. Mr. Hendry first joined Aberdeen in 1987 and helped establish Aberdeen’s business in the Americas in Fort Lauderdale. Mr. Hendry left Aberdeen in 2008 when the company moved to consolidate its headquarters in Philadelphia. Mr. Hendry re-joined Aberdeen from Hansberger Global Investors in Fort Lauderdale where he worked as a Chief Operating Officer for 6 years.

 

 

 

 

 

 

 

26

Aberdeen Chile Fund, Inc.

 

 


 

Management of the Fund (unaudited) (continued)

 

 

 

Name, Address and
Year of Birth

 

Position(s) Held
With the Fund

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During Past Five Years

 

 

 

 

 

 

 

Joanne Irvine**
c/o Aberdeen Asset
Managers Limited
Bow Bells House
1 Bread Street
London, United Kingdom
EC4M9HH

Year of Birth: 1968

 

Vice President

 

Since July 2009

 

Currently, Head of Emerging Markets Ex. Asia on the global emerging markets equities team in London. She joined Aberdeen in 1996 in a group development role, and moved to the Global Emerging Markets Equity Team in 1997.

 

 

 

 

 

 

 

Devan Kaloo**
c/o Aberdeen Asset
Managers Limited
Bow Bells House
1 Bread Street
London, United Kingdom
EC4M9HH

Year of Birth: 1972

 

Vice President

 

Since July 2009

 

Currently, Global Head of Equities and Head of Global Emerging Markets Equities for Aberdeen. He joined Aberdeen in 2000 as part of the Asian equities team in Singapore, before later transferring to London where he took up the position of Head of Global Emerging Markets Equities in 2005. In 2015 he was promoted to Global Head of Equities and joined Aberdeen’s Group management board. Devan started in fund management with Martin Currie in 1994 covering Latin America, before subsequently working with the North American equities, global asset allocation and eventually the Asian equities teams

 

 

 

 

 

 

 

Jennifer Nichols**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor,
Philadelphia, PA 19103

Year of Birth: 1978

 

Vice President

 

Since July 2009

 

Currently, Head of Legal – Americas for Aberdeen Asset Management Inc. since 2018. Previously, Global Head of Legal for Aberdeen Asset Management PLC from 2012 to 2018. Ms. Nichols serves as a Director and Vice President for AAMI since 2010.She previously served as Head of Legal – Americas from 2010-2012. She joined AAMI in October 2006.

 

 

 

 

 

 

 

Nick Robinson**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor,
Philadelphia, PA 19103

Year of Birth: 1978

 

Vice President

 

Since June 2011

 

Currently, a Senior Investment Manager for Aberdeen Asset Managers Limited since 2016. Previously, he was a Director and Head of Brazilian Equities, of Aberdeen’s operations in São Paulo from 2009 to 2016.

 

 

 

 

 

 

 

Lucia Sitar**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor,
Philadelphia, PA 19103

Year of Birth: 1971

 

Vice President

 

Since July 2009

 

Currently, Vice President and Managing U.S. Counsel for Aberdeen Asset Management Inc. Ms. Sitar joined Aberdeen Asset Management Inc. in July 2007 as U.S. Counsel.

 

 

 

 

 

 

 

Joseph Andolina**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor
Philadelphia, PA 19103

Year of Birth: 1978

 

Vice President – Compliance

 

Since 2017

 

Currently, Head of Conduct & Compliance – Americas/Deputy Chief Risk Officer since 2017. Prior to that, Mr. Andolina was Deputy Head of Compliance – Americas. In this capacity, Joe will take a lead role in the management and implementation of the US Compliance Program and support the group globally on SEC related matters. Prior to joining the Compliance Department, he was a member of Aberdeen’s Legal Department, where he served as US Counsel and worked primarily on matters relating to Aberdeen’s registered funds. Before joining Aberdeen in 2012, Joe was an associate at Drinker Biddle & Reath LLP in Philadelphia where he worked in the firm’s Investment Management Group.

 

 

 

 

 

 

 

 

 

Aberdeen Chile Fund, Inc.

27

 


 

Management of the Fund (unaudited) (concluded)

 

 

 

Name, Address and
Year of Birth

 

Position(s) Held
With the Fund

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During Past Five Years

 

 

 

 

 

 

 

Hugh Young***
c/o Aberdeen Asset
Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore 049480

Year of Birth: 1958

 

Vice President

 

Since July 2009

 

Currently a member of the Executive Management Committee of Aberdeen Asset Management PLC and Managing Director of Aberdeen Asset Management Asia Limited (“AAMAL”) since 1991. Mr. Young is a Director of Aberdeen Asset Management PLC since 2011.

 

 

 

 

 

 

 

Sharon Ferrari**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor,
Philadelphia, PA 19103

Year of Birth: 1977

 

Assistant Treasurer

 

Since June 2011

 

Currently, Senior Fund Administration Manager-US for Aberdeen Asset Management Inc. She joined Aberdeen Asset Management Inc. as a Senior Fund Administrator in 2008.

 

 

 

 

 

 

 

Heather Hasson**
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32
nd Floor,
Philadelphia, PA 19103

Year of Birth: 1982

 

Assistant Secretary

 

Since March 2012

 

Currently, Senior Product Manager for Aberdeen Asset Management Inc. since 2009. She joined Aberdeen Asset Management Inc. as a Fund Administrator in 2006.

 

*

Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are generally elected annually .The officers were last elected on March 14, 2017.

**

Messrs. Pittard, Cotton, Goodson, Andolina, Hendry, Kaloo, and Robinson and Mses. Nichols, Irvine, Melia, Kennedy, Sitar, Ferrari and Hasson hold officer position(s) in one or more of the following: Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Singapore Fund Inc., Aberdeen Japan Equity Fund, Inc., The India Fund Inc., The Asia-Tigers Fund Inc., Aberdeen Greater China Fund, Inc., Aberdeen Investment Funds (currently consists of 4 funds) and the Aberdeen Funds (currently consists of 18 funds) each of which may also be deemed to be a part of the same “Fund Complex.”

***

Mr. Young serves as an Interested Director on the Aberdeen Australia Equity Fund, Inc. and The India Fund, Inc., each of which has a common investment manager and/or Investment Adviser with the Fund, or an investment adviser that is affiliated with the investment manager and Investment Adviser with the Fund, and may thus be deemed to be part of the same “Fund Complex” as the Fund.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28

 

Aberdeen Chile Fund, Inc.

 

 


 

Corporate Information

 

 

 

Directors

Enrique R. Arzac, Chairman

James J. Cattano

Lawrence J. Fox

Steven N. Rappaport

 

Officers

Christian Pittard, Chief Executive Officer and President

Jeffrey Cotton, Vice President and Chief Compliance Officer

Andrea Melia, Treasurer and Chief Financial Officer

Megan Kennedy, Vice President and Secretary

Joseph Andolina, Vice President-Compliance

Alan Goodson, Vice President

Bev Hendry, Vice President

Joanne Irvine, Vice President

Devan Kaloo, Vice President

Jennifer Nichols, Vice President

Nick Robinson, Vice President

Lucia Sitar, Vice President

Hugh Young, Vice President

Sharon Ferrari, Assistant Treasurer

Heather Hasson, Assistant Secretary

 

Investment Adviser

Aberdeen Asset Managers Limited
Bow Bells House
1 Bread Street
London, United Kingdom
EC4M 9HH

 

Custodian

State Street Bank and Trust Co.
1 Heritage Drive, 3rd Floor
North Quincy, MA 02171

 

 

U.S. Administrator

Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103

 

Chilean Administrator

BTG Pactual Chile S.A.
Administradora de Fondos de Iversion de Capital Extranjero
AV. Apoguindo 3721, Piso 19
Las Condes
Santiago, Chile

 

Transfer Agent

Computershare Trust Company, N.A.
P.O. Box 30170
College Station, TX 77842-3170

 

Independent Registered Public Accounting Firm

KPMG LLP
1601 Market Street
Philadelphia, PA 19103

 

Legal Counsel

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019

 

Investor Relations

Aberdeen Asset Management Inc.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
1-800-522-5465
InvestorRelations@aberdeenstandard.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aberdeen Asset Managers Limited

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may purchase, from time to time, shares of its common stock in the open market.

 

Shares of Aberdeen Chile Fund, Inc. are traded on the NYSE American under the symbol “CH”. Information about the Fund’s net asset value and market price is available at www.aberdeench.com.

 

This report, including the financial information herein, is transmitted to the shareholders of Aberdeen Chile Fund, Inc. for their general information only. It does not have regard to the specific investment objectives, financial situation and the particular needs of any specific person. Past performance is no guarantee of future returns.

 


 


 

Are you a

 

financial explorer?

 

 


Financial Explorers are intrepid investors whose perspectives extend beyond national boundaries.

 

They look at markets beyond their backyards to maximize opportunities on long-term investments.

 

Financial Explorers seek opportunities in unfamiliar, and sometimes, unexpected places - with the fortitude to weather small storms and the endurance to wait for returns.

At Aberdeen Asset Management, we have actively searched the globe for over three decades to bring Financial Explorers the investments that can help diversify their portfolios.

 

Opportunity knows no boundaries.
Why should you?

 

Aberdeen Closed-End Funds.

Open your world.


 

 

 

Closed-end funds are traded on the secondary market through one of the stock exchanges. The Fund’s investment return and principal value will fluctuate so that an investor’s shares may be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net asset value (NAV) of the fund’s portfolio. There is no assurance that the Fund will achieve its investment objective. Past performance does not guarantee 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 may be enhanced in emerging market countries. Concentrating investments in the Asia-Pacific region subjects the fund to more volatility and greater risk of loss than geographically diverse funds.

 

Aberdeen Asset Management (AAM) is the marketing name in the U.S. for the following affiliated, registered investment advisers: Aberdeen Asset Management Inc., Aberdeen Asset Managers Ltd, Aberdeen Asset Management Ltd and Aberdeen Asset Management Asia Ltd, each of which is wholly owned by Aberdeen Asset Management PLC. “Aberdeen” is a U.S. registered service trademark of Aberdeen Asset Management PLC.

 

CH-ANNUAL

 


 

Item 2. Code of Ethics.

 

(a)               As of December 31, 2017, the Registrant had adopted a Code of Ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the “Code of Ethics”).

 

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

 

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

 

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

 

Item 3. Audit Committee Financial Expert.

 

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

 

Item 4. Principal Accountant Fees and Services.

 

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

 

Fiscal
Year Ended

(a)
Audit Fees

(b)
Audit-Related Fees

(c)1
Tax Fees

(d)
All Other Fees

December 31, 2017

$43,250

$0

$8,000

$7,5003

December 31, 20162

$43,500

$0

$7,637

$0

 

(1)          Services include tax services in connection with the Registrant’s excise tax calculations and review of the registrant’s applicable tax returns.

(2)          Fees for the fiscal year ended December 31, 2016 were paid to the Registrant’s prior independent public accounting firm.

(3)          Consulting work related to the Fund’s Chilean Structure.

 

(e)(1)        The  Registrant’s Audit and Valuation Committee (the “Committee”) has adopted a Charter that provides that the Committee shall annually select, retain or terminate, and recommend to the Independent Directors for their ratification, the selection, retention or termination,  the 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 or any sub-adviser, and to receive the independent auditor’s specific representations as to their independence, delineating all relationships between

 



 

the independent auditor and the Registrant, consistent with the PCAOB Rule 3526 or any other applicable auditing standard.  PCAOB Rule 3526 requires that, at least annually, the auditor: (1) disclose to the Committee in writing all relationships between the auditor and its related entities and the Registrant and its related entities that in the 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 Registrant’s investment adviser that the Registrant, the investment adviser or their affiliated persons, employ the independent auditor to render “permissible non-audit services” to the Registrant and to consider whether such services are consistent with the independent auditor’s independence.  The Committee may delegate to one or more of its members (“Delegates”) authority to pre-approve permissible non-audit services to be provided to the Registrant. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the 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 and Valuation Committee pursuant to Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

 

(f)                        Not applicable.

 

(g)                       Non-Audit Fees

 

For the fiscal year ended December 31, 2017, KPMG, billed $678,725 for aggregate non-audit fees for services to the Registrant and to the Registrant’s Investment Manager and Administrator.  For the fiscal year ended December 31, 2016, the Registrant’s former independent public accounting firm billed $37,137 for aggregate non-audit fees for services to the Registrant and to the Registrant’s Investment Adviser and Administrator.

 

(h)                     The Registrant’s Audit and Valuation Committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence and has concluded that it is.

 

Item 5. Audit Committee of Listed Registrants.

 

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

 

For the fiscal year ended December 31, 2017, the Audit and Valuation Committee members were:

 

Enrique R. Arzac*

 



 

James J. Cattano

Lawrence J. Fox

Steven N. Rappaport

 

*Under the Registrant’s Board member retirement policy, Mr. Arzac’s retirement commenced upon the expiration of his most recent term on January 19, 2018, and following that date, he no longer serves on the Registrant’s Board or audit committee.

 

(b)         Not applicable.

 

Item 6. Schedule of Investments.

 

(a) Schedule of Investments in securities of unaffiliated issuers as of close of the reporting period is included as part of the Report to Shareholders filed under Item 1 of this Form N-CSR.

 

(b) Not applicable.

 

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

 

Pursuant to the Registrant’s Proxy Voting Policy and Procedures, the Registrant has delegated responsibility for its proxy voting to its Investment Adviser, provided that the Registrant’s Board of Directors has the opportunity to periodically review the Investment 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 Investment Adviser are included as Exhibit (d).

 

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

 

(a)(1) The information in the table below is as of March 7, 2018.

 

Individual & Position

Services Rendered

 

Past Business Experience

 

Devan Kaloo

Global Head of Equities

Responsible for global equity portfolio management

Currently Head of Equities, responsible for the London and Sao Paulo based Global Emerging Markets Equity team, which manages EMEA and Latin America equities, and has oversight of Global Emerging Markets input from the Asia team based in Singapore, with whom he works closely. Prior to that he joined Aberdeen’s Singapore based Asian equities team in 2000.

 

Joanne Irvine

Head of Emerging Market Ex. Asia

Responsible for global emerging market equity portfolio management

Currently Head of Emerging Markets (ex-Asia) on the Global Emerging Markets Equity team in London. She joined Aberdeen in 1996 in a group development role, and moved to the Global Emerging Markets Equity team in 1997.

 

 



 

Brunella Isper

Investment Manager

Responsible for global emerging market equity portfolio management

Currently an Investment Manager on the Global Emerging Markets Equity Team. She joined Aberdeen in 2010 from Bresser Asset Management where she worked as an Equity Research Analyst.

 

Eduardo Figueiredo

Investment Manager

Responsible for global emerging market equity portfolio management

Currently an Investment Manager, on the Global Emerging Markets Equity Team. Prior to joining Aberdeen Asset Management in February 2011, he worked for five years at Maua Sekular Investimentos, a Brazilian hedge fund. After his first 3 years as a trainee on the Operations, Macroeconomic Research and Equities trading areas he became an Equity Analyst Associate. He is a CFA® Charterholder.

 

Peter Taylor

Director – Head of Brazilian Equities

Responsible for investment management on the Global Emerging Markets Equity  team and Director of Aberdeen’s operations in São Paulo, Brazil

Currently Director & Head of Brazilian Equities. He joined Aberdeen’s Asian Equities Team in Singapore in 2007 and transferred to London in 2011. Previously, he was with the International Finance Corporation, where he worked on corporate governance and capital markets development for seven years from their Washington DC and Hong Kong offices. He is a CFA® Charterholder.

 

 

(a)(2) The information in the table below is as of December 31, 2017.

 

Name of
Portfolio Manager         

 

 

Type of Accounts

 

 

Total
Number
of
Accounts
Managed

 

 

Total Assets ($M)

 

 

Number of
Accounts
Managed for
Which
Advisory
Fee is Based
on
Performance

 

 

Total Assets for
Which
Advisory Fee is

Based  on
Performance ($M)

 

Devan Kaloo

 

Registered Investment Companies

 

13

 

$

10,963.56

 

0

 

$

0

 

 

Pooled Investment Vehicles

 

25

 

$

19,839.84

 

0

 

$

0

 

 

Other Accounts

 

58

 

$

17,845.05

 

7

 

$

1,102.52

 

 

 

 

 

 

 

 

 

 

 

 

 

Joanne Irvine

 

Registered Investment Companies

 

13

 

$

10,963.56

 

0

 

$

0

 

 

Pooled Investment Vehicles

 

25

 

$

19,839.84

 

0

 

$

0

 

 

Other Accounts

 

58

 

$

17,845.05

 

7

 

$

1,102.52

 



 

Brunella Isper

 

Registered Investment Companies

 

13

 

$

10,963.56

 

0

 

$

0

 

 

Pooled Investment Vehicles

 

25

 

$

19,839.84

 

0

 

$

0

 

 

Other Accounts

 

58

 

$

17,845.05

 

7

 

$

1,102.52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eduardo Figueiredo

 

Registered Investment Companies

 

13

 

$

10,963.56

 

0

 

$

0

 

 

Pooled Investment Vehicles

 

25

 

$

19,839.84

 

0

 

$

0

 

 

Other Accounts

 

58

 

$

17,845.05

 

7

 

$

1,102.52

 

 

 

 

 

 

 

 

 

 

 

 

 

Peter Taylor

 

Registered Investment Companies

 

13

 

$

10,963.56

 

0

 

$

0

 

 

Pooled Investment Vehicles

 

25

 

$

19,839.84

 

0

 

$

0

 

 

Other Accounts

 

58

 

$

17,845.05

 

7

 

$

1,102.52

 

Total assets are as of December 31, 2017 and have been translated to U.S. dollars at a rate of £1.00 = $1.35.

 

In accordance with legal requirements in the various jurisdictions in which they operate, and their own Conflicts of Interest policies, all subsidiaries of Aberdeen Asset Management PLC, (together “Aberdeen”), have in place arrangements to identify and manage Conflicts of Interest that may arise between them and their clients or between their different clients. Where Aberdeen does not consider that these arrangements are sufficient to manage a particular conflict, it will inform the relevant client(s) of the nature of the conflict so that the client(s) may decide how to proceed.

 

The portfolio managers’ management of “other accounts”, including (1) mutual funds; (2) other pooled investment vehicles; and (3) other accounts that may pay advisory fees that are based on account performance (“performance-based fees”), may give rise to potential conflicts of interest in connection with their management of a Registrant’s  investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as a fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. However, Aberdeen believes that these risks are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.

 

In some cases, another account managed by the same portfolio manager may compensate Aberdeen based on the performance of the portfolio held by that account. The existence of such performance-based fees may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.

 

Another potential conflict could include instances in which securities considered as investments for a fund also may be appropriate for other investment accounts managed by Aberdeen or its affiliates.

 



 

Whenever decisions are made to buy or sell securities by the Registrant  and one or more of the other accounts simultaneously, Aberdeen may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Registrant will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to a fund from time to time, it is the opinion of Aberdeen that the benefits from the Aberdeen organization outweigh any disadvantage that may arise from exposure to simultaneous transactions. Aberdeen has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a conflict arises.

 

(a)(3)

 

Aberdeen’s remuneration policies are designed to support its business strategy as a leading international asset manager.  The objective is to attract, retain and reward talented individuals for the delivery of sustained, superior returns for Aberdeen’s clients and shareholders.   Aberdeen operates in a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.

 

Aberdeen’s policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme.  The aggregate value of awards in any year is dependent on the group’s overall performance and profitability.  Consideration is also given to the levels of bonuses paid in the market.  Individual awards, which are payable to all members of staff, are determined by a rigorous assessment of achievement against defined objectives.

 

A long-term incentive plan for key staff and senior employees comprises a mixture of cash and deferred shares in Aberdeen PLC or select Aberdeen funds (where applicable).  Overall compensation packages are designed to be competitive relative to the investment management industry.

 

Base Salary

Aberdeen’s policy is to pay a fair salary commensurate with the individual’s role, responsibilities and experience, and to consider market rates being offered for similar roles in the asset management sector and other comparable companies. Any increase is generally to reflect inflation and is applied in a manner consistent with other Aberdeen employees; any other increases must be justified by reference to promotion or changes in responsibilities.

 

Annual Bonus

The Remuneration Committee of Aberdeen determines the key performance indicators that will be applied in considering the overall size of the bonus pool.  In line with practices amongst other asset management companies, individual bonuses are not subject to an absolute cap.  However, the aggregate size of the bonus pool is dependent on the group’s overall performance and profitability.  Consideration is also given to the levels of bonuses paid in the market.  Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by the Remuneration Committee.

 

Aberdeen has a deferral policy which is intended to assist in the retention of talent and to create additional alignment of executives’ interests with Aberdeen’s sustained performance and, in respect of the deferral into funds, managed by Aberdeen, to align the interest of asset managers with our clients.

 

Staff performance is reviewed formally at least once a year. The review process evaluates the various aspects that the individual has contributed to Aberdeen, and specifically, in the case of portfolio managers, to the relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to presenting the team externally are also evaluated.

 

In the calculation of a portfolio management team’s bonus, Aberdeen takes into consideration investment matters (which include the performance of funds, adherence to the company investment process, and

 



 

quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations.  To the extent performance is factored in, such performance is not judged against any specific benchmark and is evaluated over the period of a year - January to December. The pre- or after-tax performance of an individual account is not considered in the determination of a portfolio manager’s discretionary bonus; rather the review process evaluates the overall performance of the team for all of the accounts the team manages.

 

Portfolio manager performance on investment matters is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process.  A combination of the team’s and individual’s performance is considered and evaluated.

 

Although performance is not a substantial portion of a portfolio manager’s compensation, Aberdeen also recognizes that fund performance can often be driven by factors outside one’s control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core process by sticking to disciplines and processes set, regardless of momentum and ‘hot’ themes.  Short-terming is thus discouraged and trading-oriented managers will thus find it difficult to thrive in the Aberdeen environment.  Additionally, if any of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via Aberdeen’s dynamic compliance monitoring system.

 

(a)(4)

 

Individual

Dollar Range of Equity Securities in the Registrant
Beneficially Owned by the Portfolio Manager as of
December 31, 2017

Devan Kaloo

$0

Joanne Irvine

$0

Brunella Isper

$0

Eduardo Figueiredo

$0

Peter Taylor

$0

 

(b) Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Period

(a) Total Number of
Shares Purchased

(b) Average Price
Paid per Share

(c) Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
1

(d) Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plans or
Programs
1

January 1, 2017

through

January 31, 2017

None.

None.

None.

899,302

February 1, 2017

through

February 28, 2017

None.

None.

None.

899,302

March 1, 2017

through

March 31, 2017

None.

None.

None.

899,302

April 1, 2017

through

April 30, 2017

None.

None.

None.

899,302

May  1, 2017

None.

None.

None.

899,302

 



 

through

May 31, 2017

 

 

 

 

June 1, 2017

through

June 30, 2017

None.

None.

None.

899,302

July 1, 2017

through

July 31, 2017

None.

None.

None.

899,302

August 1, 2017

through

August 31, 2017

None.

None.

None.

899,302

September 1, 2017

through

September 30, 2017

None.

None.

None.

899,302

October 1, 2017

through

October 31, 2017

None.

None.

None.

899,302

November 1, 2017

through

November 30, 2017

None.

None.

None.

899,302

December 1, 2017

through

December 31, 2017

None.

None.

None.

899,302

Total

0

0

0

-

 

1On December 12, 2017, consistent with Regulation M, which prohibits a fund from purchasing its shares during a restricted period following the announcement of a tender offer by that fund, the Fund’s Board of Directors approved a suspension of the Fund’s open market repurchase program until the completion of the tender offer on the Fund, which is anticipated to occur shortly following the proposed fund consolidation, discussed below. Prior to December 12, 2017, the Fund’s open market repurchase program authorized management to make open market purchases from time to time in an amount up to 10% of the Fund’s outstanding shares. Such purchases were permitted to be made when, in the reasonable judgment of Fund management, such repurchases may enhance shareholder value.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

During the period ended December 31, 2017, there were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.

 

Item 11. Controls and Procedures.

 

(a)       The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d15(b)).

 

(b)         There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 



 

Item 12. Exhibits.

 

(a)(1)

Code of Ethics of the Registrant for the period covered by this report as required pursuant to Item 2 of this Form N-CSR.

 

 

(a)(2)

The certifications of the registrant as required by Rule 30a-2(a) under the Act are exhibits to this Form N-CSR.

 

 

(a)(3)

Not applicable.

 

 

(b)

The certifications of the registrant as required by Rule 30a-2(b) under the Act are exhibits to this Form N-CSR.

 

 

(c)

Proxy Voting Policy of Registrant

 

 

(d)

Proxy Voting Policies and Procedures of Investment Adviser.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Aberdeen Chile Fund, Inc.

 

 

By:

/s/ Christian Pittard

 

 

Christian Pittard,

 

 

Principal Executive Officer of

 

 

Aberdeen Chile Fund, Inc.

 

 

 

 

Date: March 7, 2018

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

 

By:

/s/ Christian Pittard

 

 

Christian Pittard,

 

 

Principal Executive Officer of

 

 

Aberdeen Chile Fund, Inc.

 

 

 

 

Date: March 7, 2018

 

 

 

 

By:

/s/ Andrea Melia

 

 

Andrea Melia,

 

 

Principal Financial Officer of

 

 

Aberdeen Chile Fund, Inc.

 

 

 

 

Date: March 7, 2018