UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant x
|
|
Filed
by a Party other than the Registrant ¨
|
|
Check
the appropriate box:
|
x
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material under §240.14a-12
|
|
Aberdeen
Global Premier Properties Fund
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
Payment
of Filing Fee (Check the appropriate box):
|
x
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
|
|
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
(5)
|
Total
fee paid:
|
|
|
|
¨
|
Fee
paid previously with preliminary materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
(3)
|
Filing
Party:
|
|
|
|
|
(4)
|
Date
Filed:
|
|
|
|
ABERDEEN
GLOBAL PREMIER PROPERTIES FUND
1900
Market Street, Suite 200
Philadelphia,
PA 19103
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To be
held on May 6, 2020
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual
meeting of shareholders of Aberdeen Global Premier Properties Fund (the “Fund”) (the “Annual Meeting”)
will be held at the off ices of Aberdeen Standard Investments Inc. located at 1900 Market Street, Suite 200, Philadelphia, PA
19103, on May 6, 2020 at 11:00 a.m., eastern time.
The purpose of the
Annual Meeting is to consider and act upon the following proposal (the “Annual Meeting Proposal”) and to consider
and act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof:
|
·
|
To
elect two Class III Trustees to serve for a three-year term.
|
The
Annual Meeting Proposal is discussed in greater detail in the enclosed Proxy Statement. You are entitled to notice of, and to
vote at, the Annual Meeting if you owned shares of the Fund at the close of business on February 27, 2020 (the “Record Date”).
If you attend the Annual Meeting, you may vote your shares in person. Even if you expect to attend the Annual Meeting, please
complete, date, sign and return the enclosed proxy card in the enclosed postage-paid envelope or authorize your proxy by telephone
or through the Internet.
We
will admit to the Annual Meeting (1) all shareholders of record on the Record Date, (2) persons holding proof of beneficial ownership
at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies,
and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to the Annual
Meeting must present photo identification. If you plan to attend the Annual Meeting, we ask that you call us in advance at 1-800-522-5465.
This notice
and related proxy materials are first being mailed to shareholders on or about [ ], 2020.
Important Notice
Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 6, 2020: This Notice, the
Proxy Statement and the form of proxy card are available on the Internet at https://www.aberdeenawp.com. On this website,
you will be able to access the Notice, the Proxy Statement, the form of proxy card and any amendments or supplements to the foregoing
materials that are required to be furnished to shareholders.
|
By order
of the Board of Trustees,
|
|
|
|
/s/
Megan Kennedy
|
|
Megan Kennedy
|
|
Vice President and Secretary
|
|
Aberdeen Global Premier
Properties Fund
|
WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE REQUESTED TO PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD FOR THE ANNUAL MEETING PROMPTLY, OR TO
AUTHORIZE THE PROXY VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION.
[ ], 2020
Philadelphia,
Pennsylvania
ABERDEEN
GLOBAL PREMIER PROPERTIES FUND
1900
Market Street, Suite 200
Philadelphia,
PA 19103
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To be
held on May 6, 2020
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a special
meeting of shareholders of Aberdeen Global Premier Properties Fund, a Delaware statutory trust (the “Fund”) (the “Special
Meeting”), will be held at the off ices of Aberdeen Standard Investments Inc. located at 1900 Market Street, Suite 200,
Philadelphia, PA 19103, on May 6, 2020 at 11:30 a.m., eastern time.
The purpose of the Special Meeting
is to consider and act upon the following proposals (the “Special Meeting Proposals”) and to consider and act upon
such other matters as may properly come before the Special Meeting or any adjournments or postponements thereof:
1. To amend the Fund’s fundamental investment
objectives (“Proposal 1”); and
2. To amend the Fund's fundamental investment restriction
related to borrowing (“Proposal 2”).
The Special Meeting Proposals are discussed
in greater detail in the enclosed Proxy Statement. You are entitled to notice of, and to vote at, the Special Meeting if you owned
shares of the Fund at the close of business on February 27, 2020 (the “Record Date”). If you attend the Special Meeting,
you may vote your shares in person. Even if you expect to attend the Special Meeting, please complete, date, sign and return the
enclosed proxy card in the enclosed postage-paid envelope or authorize your proxy by telephone or through the Internet.
We will admit to the Special Meeting (1)
all shareholders of record on the Record Date, (2) persons holding proof of beneficial ownership at the Record Date, such as a
letter or account statement from the person’s broker, (3) persons who have been granted proxies, and (4) such other persons
that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to the Special Meeting must present photo
identification. If you plan to attend the Special Meeting, we ask that you call us in advance at 1-800-522-5465.
This notice and related proxy materials
are first being mailed to shareholders on or about [ ], 2020.
Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting of Shareholders to Be Held on May 6, 2020: This Notice, the Proxy Statement and the
form of proxy card are available on the Internet at https://www.aberdeenawp.com. On this website, you will be able to access
the Notice, the Proxy Statement, the form of proxy card and any amendments or supplements to the foregoing materials that are
required to be furnished to shareholders.
|
By order of the Board of Trustees,
|
|
|
|
/s/ Megan Kennedy
|
|
Megan Kennedy
|
|
Vice President and Secretary
|
|
Aberdeen Global Premier Properties Fund
|
WHETHER OR
NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE SPECIAL
MEETING. ACCORDINGLY, YOU ARE REQUESTED TO PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD FOR THE SPECIAL MEETING PROMPTLY,
OR TO AUTHORIZE THE PROXY VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID
THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
[ ], 2020
Philadelphia,
Pennsylvania
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general
rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
|
1.
|
Individual Accounts:
Sign your name exactly as it appears in the registration on the proxy card.
|
|
2.
|
Joint Accounts:
Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.
|
|
3.
|
Other Accounts:
The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration.
For example:
|
REGISTRATION
|
VALID SIGNATURES
|
|
|
Corporate Accounts
|
|
|
|
|
(1)
|
ABC Corp.
|
ABC Corp. (by John Doe, Treasurer)
|
(2)
|
ABC Corp.
|
John Doe, Treasurer
|
(3)
|
ABC Corp.
|
|
|
c/o John Doe, Treasurer
|
John Doe
|
(4)
|
ABC Corp. Profit Sharing Plan
|
John Doe, Trustee
|
|
|
|
Trust Accounts
|
|
|
|
|
(1)
|
ABC Trust
|
Jane B. Doe, Trustee
|
(2)
|
Jane B. Doe, Trustee
|
|
|
u/t/d/ 12/28/78
|
Jane B. Doe
|
|
|
|
Custodian or Estate Accounts
|
|
|
|
|
(1)
|
John B. Smith, Cust.
|
|
|
f/b/o John B. Smith, Jr. UGMA
|
John B. Smith
|
(2)
|
John B. Smith
Estate of Jane Smith
|
John B. Smith, Executor
|
ABERDEEN GLOBAL PREMIER
PROPERTIES FUND (the “Fund”)
1900
Market Street, Suite 200
Philadelphia,
PA 19103
PROXY
STATEMENT
For
the Annual and Special Meetings of Shareholders to
be held on May 6, 2020
This
Proxy Statement is furnished in connection with the solicitation of proxies by the Fund’s Board of Trustees (the “Board”,
with members of the Board being referred to as “Trustees”) to be voted at the annual meeting of shareholders of the
Fund (the “Annual Meeting”) and a special meeting of shareholders of the Fund (the “Special Meeting”)
(the Annual Meeting and Special Meeting, each a “Meeting,” and together the “Meetings”) to be held at
the offices of Aberdeen Standard Investments Inc. located at 1900 Market Street, Suite 200, Philadelphia, PA 19103, on May 6,
2020 at 11:00 a.m. and 11:30 a.m., eastern time, respectively, and at any adjournments or postponements thereof. A Notice of Annual
Meeting of Shareholders, a Notice of Special Meeting of Shareholders and proxy cards (each a “Proxy Card”) accompany
this Proxy Statement. This Proxy Statement is first being mailed on or about [ ], 2020 to shareholders of record as of February
27, 2020.
The
purpose of the Meetings is to seek shareholder approval of the following proposals (each a “Proposal”):
At the
Annual Meeting:
1. To
elect two Class III Trustees to serve for a three-year term (the "Annual Meeting Proposal").
At the
Special Meeting:
1. Amend
the Fund’s fundamental investment objectives (“Proposal 1”); and
2. Amend
the Fund's fundamental investment restriction related to borrowing (“Proposal 2” and together with Proposal 1, the
“Special Meeting Proposals”).
All
properly executed proxies received prior to a Meeting will be voted at that Meeting, or at any adjournments or postponements thereof,
in accordance with the instructions marked on the Proxy Card. Unless instructions to the contrary are marked on the Proxy Card,
Proxies received will be voted “FOR” the Annual Meeting Proposal and each Special Meeting Proposal. The persons
named as proxy holders on the Proxy Card will vote in their discretion on any other matters that may properly come before the
Meetings or any adjournments or postponements thereof. Any proxy may be revoked at any time prior to its exercise by submitting
a properly executed, subsequently dated Proxy Card, giving written notice to Megan Kennedy, Secretary of the Fund, 1900 Market
Street, Suite 200, Philadelphia, PA 19103, or by attending a Meeting and voting in person. Shareholders may authorize proxy voting
by using the enclosed Proxy Card along with the enclosed envelope with pre-paid postage. Shareholders may also authorize proxy
voting by telephone or through the internet by following the instructions contained on their Proxy Card. Shareholders do not have
dissenter’s rights of appraisal in connection with any of the matters to be voted on by the shareholders at the Meetings.
In
order to transact business at the Meetings, a “quorum” must be present. Under the Fund’s Agreement and Declaration
of Trust, a quorum is constituted by the presence in person or by proxy of shareholders representing a majority of the outstanding
shares of the Fund on the record date entitled to vote on a matter. Abstentions and broker non-votes (i.e., proxies from brokers
or nominees indicating that they have not received instructions from the beneficial owners on an item for which the brokers or
nominees do not have discretionary power to vote) will be treated as present for determining whether a quorum is present with
respect to a particular matter at the Meeting.
The
election of a Trustee to the Board at the Annual Meeting requires the affirmative vote of a plurality of the shares entitled to
vote for the election of any Trustee present in person or represented by proxy at the Annual Meeting with a quorum present. For
purposes of the election of Trustees, abstentions and broker non-votes will be counted as shares present for quorum purposes,
but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on the election of each
Class III Trustee. All properly executed proxies received prior to the Annual Meeting will be voted, at the Annual Meeting or
at any adjournments or postponements thereof, in accordance with the instructions marked thereon. Proxies received prior to the
Annual Meeting on which no vote is indicated will be voted “FOR” the election of each Class III Trustee.
Approval
of each of Proposals 1 and 2 at the Special Meeting requires the affirmative vote of a “majority of the outstanding voting
securities” of the Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). This
means the lesser of (1) 67% or more of the shares of the Fund present at the Special Meeting if more than 50% of the outstanding
shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding shares of the Fund.
For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions and broker
“non-votes” will be treated as shares that are present and will have the effect of votes “against” the
Special Meeting Proposal. Accordingly, shareholders are urged to forward their voting instructions promptly. Proposals 1 and 2
are not contingent upon each other. If either Proposal 1 or 2 is not approved by shareholders, the Fund will make those changes
that were approved by shareholders and will not implement the changes that did not receive shareholder approval. If neither Proposal
1 nor Proposal 2 is approved, the Fund will continue to operate pursuant to its current investment objectives and fundamental
investment restriction related to borrowing.
Brokers
holding shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions
of such customers and clients on how to vote their shares before the Meetings. Under the rules of the New York Stock Exchange
(“NYSE”), such brokers may, for certain “routine” matters, grant discretionary authority to the proxies
designated by the Board to vote if no instructions have been received from their customers and clients prior to the date specified
in the brokers’ request for voting instructions. The Annual Meeting Proposal is a “routine” matter and accordingly
beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer
firms in favor of the Annual Meeting Proposal. Under the NYSE rules a broker member may not, in connection with certain, non-routine
matters, such as the approvals sought under Proposals 1 and 2, authorize any proxy without instructions from the customer. Votes
that, in accordance with the NYSE rules, are not cast by broker-dealer firms on those non-routine matters because the broker did
not receive instructions are called “broker non-votes.” With respect to each Proposal 1 and 2, broker non-votes and
abstentions will have the same effect as a vote against such Proposal, although they will be considered present for purposes of
determining the presence of a quorum at the Special Meeting.
The
chairman of the Meeting shall have the power to adjourn the Meetings without further notice other than announcement at the Meetings.
The Board of Trustees also has the power to postpone the Meetings to a later date and/or time in advance of the Meetings. Abstentions
and broker non-votes will have the same effect at any adjourned or postponed meeting as noted above. Any business that might have
been transacted at the Meetings may be transacted at any such adjourned or postponed session(s) at which a quorum is present.
If a quorum is present, a shareholder vote may be taken on one or more of the Proposals properly brought before a Meeting prior
to any adjournment if sufficient votes have been received and it is otherwise appropriate.
Written
notice of an adjournment of a Meeting, stating the place, date and hour thereof, shall be given to each shareholder entitled to
vote thereat at least ten (10) days prior to the Meeting, if the Meeting is adjourned to a date more than one hundred thirty (130)
days after the original Record Date set for the Meeting.
We
will admit to the Meetings (1) all shareholders of record on February 27, 2020 (the “Record Date”), (2) persons holding
proof of beneficial ownership at the Record Date, such as a letter or account statement from the person’s broker, (3) persons
who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. To gain admittance,
if you are a shareholder of record or a proxy holder of a shareholder of record, you must bring a form of personal identification
to the Meeting, where your name will be verified against our shareholder list. If a broker or other nominee holds your shares
and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the shares, as well
as a form of personal identification. If you are a beneficial owner and plan to vote at the Meeting, you should also bring a proxy
card from your broker.
The
Board has fixed the close of business on February 27, 2020 as the Record Date for the determination of shareholders entitled to
notice of, and to vote at, the Meetings and at any adjournments or postponements thereof.
The
Fund has one class of shares, par value $0.001 per share. Each share of the Fund is entitled to one vote at the Meetings, and
fractional shares are entitled to a proportionate share of one vote. On the Record Date, the Fund had [85,407,951] shares issued
and outstanding.
Important
Notice Regarding the Availability of Proxy Materials for the Meetings to Be Held on May 6, 2020 at 1900 Market Street, Suite 200,
Philadelphia, PA 19103. The Proxy Materials and the Fund’s most recent annual report for the fiscal year ended October 31,
2019 are available on the Internet at https://www.aberdeenawp.com. The Fund will furnish, without charge, a copy of its annual
report for the fiscal year ended October 31, 2019 and any more recent reports, to any Fund shareholder upon request. To request
a copy, please write to the Fund c/o Aberdeen Standard Investments Inc., 1900 Market Street, Suite 200, Philadelphia, PA 19103,
or call 1-800-522-5465. You may also call for information on how to obtain directions to be able to attend a Meeting and vote
in person.
ANNUAL MEETING
PROPOSAL
The Election of Class III Trustees
Pursuant
to the Fund’s Agreement and Declaration of Trust, the Board is divided into three classes, as nearly equal in number as
possible, each of which will serve for three years, with one class being elected each year. If elected, each Trustee is entitled
to hold office until the Annual Meeting in the year noted below or until his or her successor is elected and qualifies. Trustees
who are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the 1940 Act), of the Fund, Aberdeen
Asset Managers Limited (“AAML” or the “Investment Adviser), and the Fund’s investment sub-adviser, Aberdeen
Standard Investments, Inc. (the “Sub-Adviser” or “ASII”), are referred to in this Proxy Statement as “Interested
Trustees.” Trustees who are not interested persons, as described above, are referred to in this Proxy Statement as “Independent
Trustees.”
The Board,
including the Independent Trustees, upon the recommendation of the Board’s Nominating and Corporate Governance Committee,
which is composed entirely of Independent Trustees, has nominated the following nominees as Class III Trustees to its Board as
follows:
|
Nancy Yao Maasbach (Class
III Trustee, 3-year term ending 2023)
Martin Gilbert (Class
III Trustee, 3-year term ending 2023)
|
The
nominees have indicated an intention to serve as a Class III Trustee if elected and have consented to be named in this Proxy Statement.
It is the intention
of the persons named as proxies on the enclosed Proxy Card(s) to vote “FOR” the election of the nominees for
Class III Trustees to serve for a three-year term. The Board knows of no reason why the nominees would be unable to serve, but
in the event of any such inability, the proxies received will be voted for such substituted nominee as the Fund’s Board
may recommend.
The
following tables set forth certain information regarding the nominees for election to the Board of the Fund, Trustees whose terms
of office continue beyond the Meetings, and the principal officers of the Fund.
Name, Address and
Year of Birth
|
Position(s)
Held
with Fund
|
Term of Office and
Length of Time
Served
|
Principal
Occupation(s)
During the
Past Five Years
|
Number
of
Portfolios
in Fund
Complex*
Overseen
by Trustee
|
Other Directorships
Held by Trustee During
the Past Five Years
|
Independent
Nominee for Trustee:
|
Nancy
Yao Maasbach**†
c/o Aberdeen Standard Investments Inc.,
1900 Market Street, Suite 200
Philadelphia, PA 19103
Year of Birth: 1972
|
Class
III Trustee
|
Term expires 2020
Trustee since 2018
|
Ms.
Maasbach is the President of the Museum of Chinese in America since 2015. From 2009 to 2014, she was the executive director of
the Yale-China Association, one of the oldest non-profit organizations dedicated to building U.S.-China relations at a grassroots
level. Ms. Maasbach has also been a member of the Council on Foreign Relations since 2015.
|
6
|
Director
of The Asia Tigers Fund, Inc. from 2016 to 2018.
|
Interested
Nominee for Trustee:
|
Martin J. Gilbert††
Aberdeen Asset Management PLC
10 Queen’s Terrace
Aberdeen, Scotland
AB10 1YG
Year of Birth: 1955
|
Class
III Trustee
|
Term expires 2020
Trustee since 2018
|
Mr.
Gilbert has been Vice Chairman of Standard Life Aberdeen PLC and Chairman of Aberdeen
Standard Investments Inc. since March 2019. He is Co-Founder (and former Chief Executive)of
Aberdeen Asset Management PLC, having been a Director since 1983. Mr. Gilbert is Senior
Independent Director of Glencore plc and Chairman of the Prudential Regulation Authority’s
Practitioner Panel, as well as a member of the International Advisory Panel of the Monetary
Authority of Singapore and the International Advisory Board of British American Business.
He serves as officer and/or director of various Standard Life Aberdeen plc subsidiary
companies, Aberdeen- managed investment trusts and funds.
|
31
|
Director
of The Asia Tigers Fund, Inc. from 2012 to 2018.
|
Independent
Trustees whose terms of office continue beyond the Annual Meeting:
|
P.
Gerald Malone** †
c/o Aberdeen Standard Investments Inc.
1900 Market Street, Suite 200
Philadelphia,
PA 19103
Year
of Birth: 1950
|
Chairman
of the Board; Class II Trustee
|
Term expires 2022
Trustee since 2018
|
Currently,
Mr. Malone is a non-executive director of a number of U.S. companies and funds. Formerly
Chairman of UK companies, Crescent OTC Ltd (pharmaceutical services) from March 2007
until February 2018; and fluidOil Ltd. (oil services) from September 2015 until June
2018; U.S. company Rejuvenan llc (wellbeing services) from December 2015 until September
2017; Chairman of UK company, Ultrasis plc (healthcare software services company) from
January 1999 until October 2014.
|
30
|
Director
of Medality Medical since 2019 and Bionik Laboratories Corporation since 2018. Director of Reguvenan LLC (wellbeing) from
2015 to 2017.
|
John
Sievwright** †
c/o Aberdeen Standard Investments
Inc.,
1900 Market Street, Suite 200
Philadelphia, PA 19103
Year of Birth: 1955
|
Class
I Trustee
|
Term expires 2021
Trustee since 2018
|
Non-Executive
Director of NEX Group plc (2017 to 2018) (financial); Non-Executive Director of ICAP PLC (2009 to 2016) (financial); Non-Executive
Independent Director of FirstGroup plc (2002 to 2014)(transport).
|
8
|
Director
of NEX Group plc. Director of ICAP PLC from 2009 to 2016 and FirstGroup plc from 2002 to 2014.
|
* Aberdeen
Income Credit Strategies Fund, Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia
Equity Fund, Inc., Aberdeen Emerging Markets Equity Income Fund, Inc., Aberdeen Japan Equity Fund, Inc., The India Fund,
Inc., Aberdeen Global Dynamic Dividend Fund, Aberdeen Total Dynamic Dividend Fund, Aberdeen Global Premier Properties
Fund, Aberdeen Investment Funds (which currently consists of 4 portfolios) , Aberdeen Funds (which currently consists
of 22 portfolios) and Aberdeen Standard Investments ETFs (which currently consists of 2 portfolios) have a common investment
adviser, or an investment adviser that is affiliated with the Investment Adviser and Sub-Adviser, and may thus be deemed
to be part of the same “Fund Complex.”
** Member
of the Nominating and Corporate Governance Committee.
† Member
of the Audit and Valuation Committee.
†† Deemed
to be an Interested Trustee of the Fund because of his position held with affiliates of the Fund’s investment adviser
and sub-adviser.
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL
INFORMATION ABOUT THE TRUSTEES
The
Board believes that each Trustee’s experience, qualifications, attributes and skills on an individual basis and in combination
with those of the other Trustees lead to the conclusion that the Trustees possess the requisite experience, qualifications, attributes
and skills to serve on the Board. The Board believes that the Trustees’ ability to review critically, evaluate, question
and discuss information provided to them; to interact effectively with the Investment Adviser, other service providers, counsel
and independent auditors; and to exercise effective business judgment in the performance of their duties, support this conclusion.
The Board has also considered the contributions that each Trustee can make to the Board and to the Fund.
A
Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s executive,
business, consulting, and/or legal positions; experience from service as a Trustee of the Fund and other funds/portfolios in the
Aberdeen Standard complex, other investment funds, public companies, or non-profit entities or other organizations; educational
background or professional training or practice; and/or other life experiences. In this regard, the following specific experience,
qualifications, attributes and/or skills apply as to each Trustee in addition to the information set forth in the table above:
Ms. Maasbach, financial and research analysis experience in and covering the Asia region and experience in world affairs; Mr.
Malone, legal background and public service leadership experience, board experience with other public and private companies, and
executive and business consulting experience; Mr. Sievwright, banking and accounting experience and experience as a board member
of public companies; Mr. Gilbert is a founder and Chairman of a global asset management company with experience as a board member
of other investment trusts and a member of several financial organizations.
The
Board believes that the significance of each Trustee’s experience, qualifications, attributes or skills is an individual
matter (meaning that experience important for one Trustee may not have the same value for another) and that these factors are
best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness. In its
periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience
of the individual Trustees in the broader context of the Board’s overall composition so that the Board, as a body, possesses
the appropriate (and appropriately diverse) skills and experience to oversee the business of the Fund. References to the qualifications,
attributes and skills of Trustees are presented pursuant to disclosure requirements of the Securities and Exchange Commission
(“SEC”), do not constitute holding out a Board or any Trustee as having any special expertise or experience, and shall
not impose any greater responsibility or liability on any such person or on a Board by reason thereof.
OFFICERS
Name,
Address
and Year of Birth
|
|
Position(s)
Held
With the Fund
|
|
Term
of Office*
and Length of
Time Served
|
|
Principal
Occupation(s) During Past Five Years
|
Joseph Andolina**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200 Philadelphia, PA 19103
Year of Birth: 1978
|
|
Chief
Compliance Officer;
Vice President, Compliance of the Fund
|
|
Since
2018
|
|
Currently
the Head of Conduct & Compliance – Americas and Deputy Chief Risk Officer – Americas for ASII and serves as the
Chief Compliance Officer for ASII. Mr. Andolina takes a lead role in the management and implementation of the Americas Risk and
Compliance program and supports the group globally on SEC-related matters. Prior to joining the Risk and Compliance Department,
he was a member of ASII's Legal Department, where he served as US Counsel since 2012.
|
Jeffrey
Cotton**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1977
|
|
Vice President –
Compliance of the Fund
|
|
Since
2018
|
|
Currently,
Chief Risk Officer – Europe, the Middle East and Africa. Mr. Cotton joined ASII in 2010 as Head of Compliance-Americas.
|
Sharon
Ferrari**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1977
|
|
Assistant Treasurer
of the Fund
|
|
Since
2018
|
|
Currently,
Senior Fund Administration Manager US for ASII. Ms. Ferrari joined ASII as a Senior Fund Administrator in 2008.
|
Alan
Goodson**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
|
|
Vice President of the
Fund
|
|
Since
2018
|
|
Currently,
Head of Product & Client Solutions - Americas, overseeing Product Management, Product Development and Client Solutions for
ASII’s registered and unregistered investment companies in the US, Brazil and Canada. Mr. Goodson joined ASII from PricewaterhouseCoopers
in 2000.
|
Heather
Hasson**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200 Philadelphia, PA 19103
Year of Birth: 1976
|
|
Assistant
Secretary of the Fund
|
|
Since
2018
|
|
Currently,
Senior Product Manager for ASII since 2009. She joined ASII as a Fund Administrator in 2006.
|
Bev Hendry**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200 Philadelphia, PA 19103
Year of Birth: 1953
|
|
Vice President of the
Fund
|
|
Since
2018
|
|
Currently
Chairman of Americas since 2018. He is a member of the Aberdeen Standard Management Executive Committee and President and Chief
Executive Officer of the Aberdeen Funds. Mr. Hendry first 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 its headquarters in Philadelphia.
Mr Hendry re-joined Aberdeen from Hansberger Global Investors in Fort Lauderdale where he worked as Chief Operating Officer for
6 years.
|
Megan
Kennedy**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200 Philadelphia, PA 19103
Year of Birth: 1974
|
|
Vice President and
Secretary of the Fund
|
|
Since
2018
|
|
Currently,
Head of Product Management for ASII Ms. Kennedy joined ASII in 2005 as a Senior Fund Administrator. Ms. Kennedy was promoted to
Assistant Treasurer Collective Funds/North American Mutual Funds in February 2008 and promoted to Treasurer Collective Funds/North
American Mutual Funds in July 2008.
|
Andrea
Melia**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1969
|
|
Treasurer and Principal Accounting Officer of the
Fund
|
|
Since 2018
|
|
Currently, Vice President and Head of Fund Operations, Traditional
Assets – Americas and Vice President for ASII Ms. Melia joined ASII in September 2009.
|
Christian
Pittard**
Aberdeen Asset Managers Limited
Bow Bells House, 1 Bread Street
London
United Kingdom
Year of Birth: 1973
|
|
President of the Fund
|
|
Since 2018
|
|
Currently, Global Head of Product Opportunities for Aberdeen
Asset Management PLC. Previously, Trustee and Vice President (2006-2008), Chief Executive Officer (from October 2005 to September
2006) of Aberdeen Asset Management Inc.
|
Lucia
Sitar**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1971
|
|
Vice President of the
Fund
|
|
Since
2018
|
|
Currently,
Vice President and Managing U.S. Counsel for ASII Ms. Sitar joined ASII in July 2007 as U.S. Counsel.
|
Jon Stewart
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200 Philadelphia, PA 19103
Year of Birth: 1984
|
|
Vice President of the
Fund
|
|
Since
2019
|
|
Currently
a portfolio manager on the Global REIT team. He joined ASII in 2015 from Liberum – a boutique investment bank – where
he was a sell-side analyst covering listed real estate companies in the UK and Continental Europe.
|
Svitlana Gubriy**
c/o Aberdeen Standard Investments Inc.,
1900 Market St,
Suite 200 Philadelphia, PA 19103
Year of Birth:1972
|
|
Vice President of the
Fund
|
|
Since
2018
|
|
Currently,
Head of Global REIT Funds for ASII. Previously with Standard Life plc, Ms. Gubriy joined ASII as a result of the merger between
Aberdeen Asset Management and Standard Life in August 2017. Ms. Gubriy joined Standard Life plc in 2005.
|
* Officers hold
their positions with the Fund until a successor has been duly elected and qualifies. Officers are elected annually at a meeting
of the Board of Trustees.
** Messrs. Andolina,
Cotton, Goodson, Hendry, and Pittard and Mses. Ferrari, Gubriy, Hasson, Kennedy, Melia and Sitar hold one or more officer positions
with one or more of the following funds: Aberdeen Australia Equity Fund, Inc., Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen
Funds, Aberdeen Investment Funds, Aberdeen Emerging Markets Equity Income Fund, Inc., Aberdeen Japan Equity Fund, Inc., The India
Fund, Inc., Aberdeen Global Dynamic Dividend Fund, Aberdeen Total Dynamic Dividend Fund, Aberdeen Global Premier Properties Fund,
Aberdeen Standard Investments ETFs, and Aberdeen Income Credit Strategies Fund each of which may be deemed to be part of the same
“Fund Complex” as the Fund.
Ownership
of Securities
Set
forth in the table below is the dollar range of equity securities in the Fund and the aggregate dollar range of equity securities
in the Aberdeen Family of Investment Companies (as defined below) beneficially owned by each Trustee or nominee as of [ ]. The
following key relates to the dollar ranges in the chart:
A.
|
|
None
|
B.
|
|
$1 — $10,000
|
C.
|
|
$10,001 — $50,000
|
D.
|
|
$50,001 — $100,000
|
E.
|
|
Over $100,000
|
Name
of Trustee or Nominee
|
Dollar
Range of Equity
Securities Owned of
the Fund(1)
|
|
Aggregate
Dollar Range of Equity
Securities in All Funds Overseen by
Trustee or Nominee in Family of
Investment Companies(2)
|
Independent
Nominee for Trustee:
|
|
|
|
|
Nancy
Yao Maasbach
|
|
[
]
|
|
[
]
|
Interested
Nominee for Trustee:
|
|
|
|
|
Martin
Gilbert
|
|
[ ]
|
|
[
]
|
Independent
Trustees:
|
|
|
|
|
John
Sievwright
|
|
[
]
|
|
[
]
|
P.
Gerald Malone
|
|
[
]
|
|
[
]
|
(1)
This information has been furnished by each Trustee as of [ ]. “Beneficial ownership” is determined in accordance
with Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”).
(2)
“Family of Investment Companies” means those registered investment companies that share Aberdeen or an affiliate as
the investment adviser and that hold themselves out to investors as related companies for purposes of investment and investor
services.
As
of [ ], the Fund’s Trustees and officers, in the aggregate, owned less than 1% of the Fund’s outstanding equity securities.
As of [ ], none of the Independent Trustees or their immediate family members owned any shares of the Investment Adviser or Sub-Adviser
or of any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common
control with the Investment Adviser or Sub-Adviser.
Mr.
Pittard and Ms. Melia serve as executive officers of the Fund. As of [ ], Mr. Pittard and Ms. Melia did not own shares of the
Fund.
BOARD AND
COMMITTEE STRUCTURE
The
Board of Trustees of the Fund is composed of four Trustees, three of whom are not “interested persons” (as that term
is defined in the 1940 Act) of the Fund, its Investment Adviser and its Sub-Adviser (each an “Independent Trustee,”
and collectively, the “Independent Trustees”). The Fund divides the Board into three classes, each class having a
term of three years. Each year, the term of office of one class will expire and the successor(s) elected to such class will serve
for a three year term.
The
Board has appointed Mr. Malone, an Independent Trustee, as Chairman. The Chairman presides at meetings of the Trustees, participates
in the preparation of the agenda for meetings of the Board, and acts as a liaison between the Trustees and management between
Board meetings. Except for any duties specified herein, the designation of the Chairman does not impose on such Trustee any duties,
obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board,
generally.
The
Board holds regular quarterly meetings to consider and address matters involving the Fund. The Board also may hold special meetings
to address matters arising between regular meetings. The Independent Trustees also meet outside the presence of management in
executive session at least quarterly and have engaged separate, independent legal counsel to assist them in performing their oversight
responsibilities.
The
Board has established a committee structure that includes an Audit and Valuation Committee and a Nominating and Corporate Governance
Committee (each discussed in more detail below) to assist the Board in the oversight and direction of the business affairs of
the Fund, and from time to time may establish informal ad hoc committees or working groups to review and address the practices
of the Fund with respect to specific matters. The Committee system facilitates the timely and efficient consideration of matters
by the Trustees, and facilitates effective oversight of compliance with legal and regulatory requirements and of the Fund’s
activities and associated risks. The standing Committees currently conduct an annual review of their charters, which includes
a review of their responsibilities and operations.
The
Nominating and Corporate Governance Committee and the Board as a whole also conduct an annual self-assessment of the performance
of the Board, including consideration of the effectiveness of the Board’s Committee structure. Each Committee is comprised
entirely of Independent Trustees. Each Committee member is also “independent” within the meaning of the NYSE listing
standards. The Board reviews its structure regularly and believes that its leadership structure, including having a super-majority
of Independent Trustees, coupled with an Independent Trustee as Chairman, is appropriate because it allows the Board to exercise
informed and independent judgment over the matters under its purview and it allocates areas of responsibility among the Committees
and the full Board in a manner that enhances efficient and effective oversight.
Board and
Committee Meetings in Fiscal Year 2019
During
the fiscal year ended October 31, 2019, the Board held four quarterly meetings and two special meetings. During such fiscal year,
the Trustees serving attended at least 75% of the aggregate number of meetings of the Board and of the Committees of the Board
on which they served.
Audit and Valuation Committee
The
Board has an Audit and Valuation Committee consisting of all the Independent Trustees. In addition, the members of the Audit and
Valuation Committee are also “independent,” as defined in the Fund’s written Audit and Valuation Committee Charter.
The members of the Audit and Valuation Committee are Ms. Maasbach, Mr. Malone and Mr. Sievwright. Mr. Sievwright serves as the
Chairman of the Audit and Valuation Committee and is the Audit Committee Financial Expert.
The
Audit and Valuation Committee oversees the scope of the Fund’s audit, the Fund’s accounting and financial reporting
policies and practices and its internal controls. The Audit and Valuation Committee assists the Board in fulfilling its responsibility
for oversight of the integrity of the Fund’s accounting, auditing and financial reporting practices, the qualifications
and independence of the Fund’s independent registered public accounting firm and the Fund’s compliance with legal
and regulatory requirements. The Audit and Valuation Committee approves, and recommends to the Board for ratification, the selection,
appointment, retention or termination of the Fund’s independent registered public accounting firm and approves the compensation
of the independent registered public accounting firm. The Audit and Valuation Committee also approves all audit and permissible
non-audit services provided to the Fund by the independent registered public accounting firm and all permissible non-audit services
provided by the Fund’s independent registered public accounting firm to the Investment Adviser and service providers if
the engagement relates directly to the Fund’s operations and financial reporting. The Audit and Valuation Committee is also
responsible for monitoring the valuation of portfolio securities and other investments. The written Charter for the Audit and
Valuation Committee is available at the Fund’s website at www.aberdeenawp.com. During the fiscal year ended October 31,
2019, the Audit and Valuation Committee met five times.
Service
providers to the Fund, primarily the Investment Adviser, have responsibility for the day-to-day management of the Fund, which
includes responsibility for risk management. As an integral part of its responsibility for oversight of the Fund, the Board oversees
risk management of the Fund’s investment program and business affairs. Oversight of the risk management process is part
of the Board’s general oversight of the Fund and its service providers.
Nominating and Corporate Governance Committee;
Consideration of Potential Trustee Nominees
The
Board has a Nominating and Corporate Governance Committee (the “Nominating Committee”) consisting of all the Independent
Trustees. The members of the Nominating Committee are Ms. Maasbach, Mr. Malone and Mr. Sievwright. Mr. Malone serves as the Chairman
of the Nominating Committee.
The
Nominating Committee is responsible for overseeing Board governance and related Trustee practices, including selecting and recommending
candidates to fill vacancies on the Board. The Nominating Committee will consider Trustee candidates recommended by shareholders
of the Fund. Recommendations for consideration by the Nominating Committee should be sent to the Chairman of the Nominating Committee
in writing together with the appropriate biographical information concerning each such recommended nominee. In addition, shareholders
may themselves nominate individuals for election to the Board if they follow the advance notice provisions in the Fund’s
By-Laws, as more fully set forth on page [ ].
In
identifying and evaluating nominees for Trustee, the Nominating Committee seeks to ensure that the Board possesses, in the aggregate,
the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and
also seeks to ensure that the Board of Trustees is comprised of trustees who have broad and diverse backgrounds. The Nominating
Committee looks at each nominee on a case-by-case basis. In looking at the qualification of each candidate to determine if his
or her election would further the goals described above, the Nominating Committee take into account all factors it considers appropriate,
which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen,
diversity of viewpoint and industry knowledge. However, the Board believes that to be recommended as a nominee, whether by the
Nominating Committee or at the suggestion of a shareholder, each candidate must: (1) display the highest personal and professional
ethics, integrity and values; (2) have the ability to exercise sound business judgment; (3) be highly accomplished in his or her
respective field; (4) have relevant expertise and experience; (5) be able to represent all shareholders and be committed to enhancing
long-term shareholder value; and (6) have sufficient time available to devote to activities of the Board and enhance his or her
knowledge of the Fund’s business. The Nominating Committee met two times during the fiscal year ended October 31, 2019.
The Board has adopted a written Charter for the Nominating Committee, which is available at the Fund’s website at www.aberdeenawp.com.
Board Oversight
of Risk Management
The
Fund is subject to a number of risks, including, among others, investment, compliance, operational and valuation risks. Risk oversight
forms part of the Board’s general oversight of the Fund and is addressed as part of various Board and Committee activities.
The Board has adopted, and periodically reviews, policies and procedures designed to address these risks. Different processes,
procedures and controls are employed with respect to different types of risks. Day-to-day risk management functions are subsumed
within the responsibilities of the Fund’s Investment Adviser, who carries out the Fund’s investment management and
business affairs, and other service providers in connection with the services they provide to the Fund. The Investment Adviser
and other service providers have their own, independent interest in risk management, and their policies and methods of risk management
will depend on their functions and business models. As part of its regular oversight of the Fund, the Board, directly and/or through
a Committee, interacts with and reviews reports from, among others, the Investment Adviser and the Fund’s other service
providers (including the Fund’s transfer agent), the Fund’s Chief Compliance Officer, the Fund’s independent
registered public accounting firm, legal counsel to the Fund, and internal auditors, as appropriate, relating to the operations
of the Fund. The Board also requires the Investment Adviser to report to the Board on other matters relating to risk management
on a regular and as-needed basis. The Board recognizes that it may not be possible to identify all of the risks that may affect
the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board may, at any time
and in its discretion, change the manner in which it conducts risk oversight.
Communications
with the Board of Trustees
Shareholders
who wish to communicate with Board members with respect to matters relating to the Fund may address their written correspondence
to the Board as a whole or to individual Board members c/o Aberdeen Standard Investments Inc., at 1900 Market Street, Suite 200,
Philadelphia, PA 19103, or via e-mail to the Trustee(s) c/o Aberdeen Standard Investments Inc. at Investor.Relations@aberdeenstandard.com.
Trustees
Attendance at Annual Meetings of Shareholders
The
Fund has not established a formal policy with respect to Trustee attendance at annual meetings of shareholders.
REPORTS OF THE
AUDIT AND VALUATION COMMITTEE; INFORMATION REGARDING THE FUND’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At
a meeting held on December 10, 2019, the Board, including a majority of the Trustees who are not “interested persons,”
as defined under the 1940 Act, selected KPMG LLP (“KPMG”) to act as the independent registered public accounting firm
for the Fund for the fiscal year ending October 31, 2020. Although it is not expected that a representative of KPMG will attend
the Meetings, a representative will be available by telephone to make a statement to the shareholders, if the representative wishes
to do so, and to respond to shareholder questions, if any.
The
Fund’s financial statements for the fiscal year ended October 31, 2019 were audited by KPMG. The Audit and Valuation Committee
has reviewed and discussed the audited financial statements of the Fund with management of the Fund. The Audit and Valuation Committee
has received the written disclosures and the letter from KPMG required by The Public Company Accounting Oversight Board (“PCAOB”)
Rule 3526 (PCAOB Rule 1, Communication with Audit Committees Concerning Independence), as may be modified or supplemented, and
has discussed with KPMG its independence with respect to the Fund. The Fund knows of no direct financial or material indirect
financial interest of KPMG in the Fund. The Audit and Valuation Committee has discussed with KPMG the matters required to be discussed
by the applicable requirements of the PCAOB and the SEC. Based on the foregoing review and discussions, the Audit and Valuation
Committee recommended to the Board that the audited financial statements of the Fund for the fiscal year ended October 31, 2019
be included in the Fund’s most recent annual report filed with the SEC.
John Sievwright, Chairman of
the Audit and Valuation Committee
Nancy Yao Maasbach, Member of
the Audit and Valuation Committee
P. Gerald Malone, Member of the
Audit and Valuation Committee
The
following table sets forth the aggregate fees billed for professional services rendered by KPMG during the Fund’s two most
recent fiscal years ended October 31:
|
|
2019
|
|
|
2018
|
|
Audit Fees
|
|
$
|
47,852
|
|
|
$
|
47,852
|
|
Audit-Related Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
Tax
Fees(1)
|
|
$
|
8,250
|
|
|
$
|
8,250
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
Total
|
|
$
|
56,102
|
|
|
$
|
56,102
|
|
1
Services include tax services in connection with the Fund’s excise tax calculations and review of the Fund’s
applicable tax returns.
The
Audit and Valuation Committee is responsible for pre-approving (i) all audit and permissible non-audit services to be provided
by the independent registered public accounting firm to the Fund and (ii) all permissible non-audit services to be provided by
the independent registered public accounting firm to the Fund’s Investment Adviser, and any service provider to a Fund controlling,
controlled by or under common control with the Fund’s Investment Adviser that provided ongoing services to the Fund (“Covered
Service Provider”), if the engagement relates directly to the operations and financial reporting of the Fund. The aggregate
fees billed by KPMG for non-audit services rendered to the Fund, the Investment Adviser and any Covered Service Providers for
the fiscal year ended October 31, 2019 was $620,687, and for the fiscal year ended October 31, 2018 was $764,339.
All
of the services described in the table above were pre-approved by the Audit and Valuation Committee.
The
Audit and Valuation Committee has adopted an Audit Committee Charter that provides that the Audit and Valuation Committee shall
annually select, retain or terminate, and recommend to the Independent Trustees for their ratification, the selection, retention
or termination, the Fund’s independent auditor and, in connection therewith, evaluate the terms of the engagement (including
compensation of the auditor) and the qualifications and independence of the independent auditor, including whether the independent
auditor provides any consulting, auditing or tax services to the Investment Adviser, and receive the independent auditor’s
specific representations as to its independence, delineating all relationships between the independent auditor and the Fund, consistent
with the Independent Standards Board (“ISB”) Standard No. 1. The Audit and Valuation Committee Charter also provides
that the Committee shall review in advance, and consider approval of, any and all proposals by Fund management or the Investment
Adviser that the Fund, Investment Adviser or their affiliated persons, employ the independent auditor to render “permissible
non-audit services” to the Fund and to consider whether such services are consistent with the independent auditor’s
independence.
The
Audit and Valuation Committee has considered whether the provision of non-audit services that were rendered to the Investment
Adviser and any entity controlling, controlled by, or under common control with these entities that provides ongoing services
to the Fund 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 independent.
COMPENSATION
The
following table sets forth information regarding compensation of Trustees from the Fund and total compensation from the Fund Complex
for the fiscal year ended October 31, 2019. All officers of the Fund are employees of and are compensated by either: AAML, the
Fund’s Investment Adviser; ASII, the Fund’s Sub-Adviser; or their affiliates. None of the Fund’s executive officers
or Trustees who are also officers or directors of AAML or ASII received any compensation from the Fund for such period. The Fund
does not have any bonus, profit sharing, pension or retirement plans.
Name of Trustee:
|
|
Aggregate
Compensation from
Fund for Fiscal Year Ended
October 31, 2019
|
|
|
Total
Compensation From
Fund and Fund Complex Paid
To Trustee*
|
|
Independent Nominee:
|
|
|
|
|
|
|
|
|
Nancy
Yao Maasbach
|
|
$
|
17,467
|
|
|
$
|
195,696
|
|
Interested Nominee:
|
|
|
|
|
|
|
|
|
Martin
Gilbert
|
|
$
|
0
|
|
|
$
|
0
|
|
Independent Trustees:
|
|
|
|
|
|
|
|
|
P.
Gerald Malone
|
|
$
|
19,139
|
|
|
$
|
400,000
|
|
John Sievwright
|
|
$
|
19,139
|
|
|
$
|
117,500
|
|
*See the “Trustees”
table for the number of Funds within the Fund Complex that each Trustee serves.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the 1934 Act and Section 30(h) of the 1940 Act, as applied to the Fund, require the Fund’s officers and Trustees,
certain officers and directors of the investment advisers, affiliates of the investment advisers, and persons who beneficially
own more than 10% of the Fund’s shares to electronically file reports of ownership of the Fund’s securities and changes
in such ownership with the SEC and the NYSE.
Based
solely on the Fund’s review of such forms filed on EDGAR or written representations from reporting persons that all reportable
transactions were reported, to the knowledge of the Fund, during the fiscal year ended October 31, 2019, the Fund’s officers,
Trustees and greater than 10% owners timely filed all reports they were required to file under Section 16(a).
Relationship of Trustees or Nominees with
the Investment Adviser
AAML
serves as Investment Adviser to the Fund pursuant to an advisory agreement dated May 4, 2018. AAML, with its registered office
at 10 Queen's Terrace, Aberdeen, Scotland AB10 1YG, is a corporation organized under the laws of Scotland and a U.S. registered
investment adviser. AAML provides equity, fixed income and real estate advisory services, as well as alternative strategies. Mr.
Martin Gilbert, a Trustee of the Fund, also serves as Chairman and an Executive Director of Standard Life Aberdeen plc. Mr. Gilbert
is also a shareholder of Standard Life Aberdeen plc. Mr. Jeffrey Cotton, who serves as an officer of the Fund, also serves as
a director and officer of AAML.
ASII
serves as Sub-Adviser to the Fund pursuant to a sub-advisory agreement dated May 4, 2018. ASII is a Delaware corporation with
its principal business office located at 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103. Messrs. Andolina, Goodson,
Hendry and Mmes. Melia and Sitar, who serve as officers of the Fund, are also directors and/or officers of ASII.
In
rendering investment advisory services, ASII and AAML may use the resources of investment advisor subsidiaries of Standard Life
Aberdeen. These affiliates have entered into a memorandum of understanding/personnel sharing procedures pursuant to which investment
professionals from each affiliate may render portfolio management and research services to US clients of the Standard Life Aberdeen
affiliates, including the Fund, as associated persons of the Investment Adviser or Sub-Adviser. No remuneration is paid by the
Fund with respect to the memorandum of understanding/personnel sharing arrangements.
THE FUND’S
BOARD, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES AS CLASS III TRUSTEES.
PROPOSAL 1
APPROVAL OF AMENDED FUNDAMENTAL INVESTMENT
OBJECTIVES
The 1940 Act requires
registered investment companies, like the Fund, to have "fundamental" investment policies governing specified investment
practices. Investment companies may also voluntarily designate policies relating to other investment practices as fundamental.
"Fundamental" investment policies can be changed only by a shareholder vote. The Fund’s investment objectives
have been designated as “fundamental” and, therefore, they may not be changed without approval from the Fund’s
shareholders. The Board has approved changes to the Fund’s fundamental investment objectives, subject to shareholder approval.
Accordingly, shareholders are being asked to approve a change in the Fund’s investment objectives as set out below
Current investment objectives:
|
·
|
The
Fund’s primary investment objective is capital appreciation. The Fund’s secondary
investment objective is high current income.
|
Proposed investment objective:
|
·
|
The
Fund seeks high current income and capital appreciation.
|
The Board and the Fund’s
portfolio management team believe that the changes will help to highlight the income component of the Fund and to be more in line
with its closed-end fund peers. Because the Fund already has income as a secondary objective and the portfolio management team
is not proposing substantive changes to the way it manages the Fund, the portfolio management team does not believe that the changes
to the Fund’s investment objectives will result in a meaningful change to the Fund’s holdings or risk profile. The
Fund’s portfolio management team currently pursues both income and capital appreciation. However, the Fund’s portfolio
management team will seek to increase the Fund’s yield over time through the increased use of leverage, which will subject
the Fund to leverage risks, as described in more detail under Proposal 2 further below.
THE TRUSTEES,
INCLUDING ALL OF THE INDEPENDENT TRUSTEES, RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE “FOR” PROPOSAL 1.
PROPOSAL 2
APPROVAL OF AMENDED FUNDAMENTAL INESTMENT
RESTRICTION RELATED TO BORROWING
As noted under Proposal
1, the 1940 Act requires registered investment companies, like the Fund, to have "fundamental" investment policies governing
specified investment practices. "Fundamental" investment policies can be changed only by a shareholder vote. The 1940
Act requires a fund to recite in its registration statement, among other things, its policy related to borrowing.
Currently, the Fund
has a fundamental investment restriction that limits the Fund from borrowing more than 10% of the value of the Fund’s total
assets for investment purposes. The Fund’s portfolio management team proposes to increase the Fund’s use of leverage
for investment purposes in excess of this 10% limit. In order to permit the Fund to do so, the Fund’s Board has approved
amending the Fund’s fundamental investment restriction related to borrowing to permit the Fund to borrow for investment
purposes up to the limit imposed by the 1940 Act, which is 33⅓% of the value of the Fund’s total assets, and is asking
shareholders of the Fund to approve the proposed change.
The current and proposed fundamental investment
restrictions related to borrowing are set out below:
Current
Fundamental Investment Restriction:
|
Proposed
Fundamental Investment Restriction:
|
The
Fund may not borrow money, except as permitted by the Investment Company Act of 1940 (the “1940 Act”). Although
it has no current intention to do so, the Fund may borrow money for investment purposes, commonly referred to as leverage,
in an amount up to 10% of the Fund’s managed assets. In addition, the Fund may borrow money for extraordinary
or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might
require untimely dispositions of Fund securities. The 1940 Act currently requires that any indebtedness incurred by a closed-end
investment company have an asset coverage of at least 300%. The Fund may not pledge, mortgage, hypothecate or otherwise encumber
its assets, except to secure permitted borrowings and to implement collateral and similar arrangements incident to permitted
investment practices.
|
The
Fund may not borrow money, except as permitted by the Investment Company Act of 1940 (the “1940 Act”), or any
rule, order or interpretation thereunder.
|
The Investment Adviser
believes that the increased use of leverage may provide positive absolute return in the long term and potentially increased income
and would thereby be beneficial to shareholders. The Fund’s portfolio management team currently uses leverage for investment
purposes in the amount of approximately 6%-8% of the Fund’s total assets. If Proposal 2 is approved by shareholders, the
portfolio management team anticipates using leverage in the amount of approximately 20% of the Fund’s total assets, under
normal market conditions. The Fund’s portfolio management team currently intends to use leverage opportunistically and to
seek to reduce the Fund’s leverage usage during times of heightened market volatility. Depending on market conditions, the
portfolio management team may choose not to use any leverage or may instead borrow more than 20% of the Fund’s total assets
(but not to exceed 33⅓%). The risks of leverage use are described below.
The Fund intends to
use leverage through borrowing from a credit facility. The Fund is permitted to engage in other transactions, such as reverse
repurchase agreements and issuance of debt securities or preferred securities, which have the effect of leverage, but currently
has no intention to do so.
Costs associated with
the use of leverage are excluded from expenses limited by the Expense Limitation Agreement between the Fund and AAML. The costs
of leverage, which would be dependent on the commercial terms of the leverage facility entered into with a bank, would increase
the gross and net total expense ratio of the Fund as shown in more detail below under “Summary of Fund Expenses”.
Any leverage arrangements entered into by the Fund would be subject to approval by the Fund's Board.
In addition, pursuant
to the Fund’s Investment Advisory Agreement with the Investment Adviser, advisory fees are paid on the basis of the Fund’s
assets, including borrowed assets. More specifically, the Fund will pay to the Investment Adviser a monthly fee computed at the
annual rate of 1.00% of the Fund’s average daily “Managed Assets.” The Fund’s “Managed Assets”
means the total assets of the Fund, including any form of investment leverage, minus all accrued expenses incurred in the normal
course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i)
indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities),
(ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for
securities loaned in accordance with the Fund’s investment objectives and policies, and/or (iv) any other means. As a result,
the advisory fees payable by the Fund, and received by AAML, will increase with the Fund’s use of leverage.
Although the Fund already
uses leverage, if Proposal 2 is approved by shareholders, the Fund will have increased exposure to the risks of leverage, which
are described below.
More about Leverage and Leverage Risk
Under the 1940 Act,
the Fund is not permitted to issue senior securities if, immediately after the issuance of such senior securities, the Fund would
have an asset coverage ratio (as defined in the 1940 Act) of less than 300% with respect to senior securities representing indebtedness
(i.e., for every dollar of indebtedness outstanding, the Fund is required to have at least three dollars of assets) or less than
200% with respect to senior securities representing preferred stock (i.e., for every dollar of preferred stock outstanding, the
Fund is required to have at least two dollars of assets). The 1940 Act also provides that the Fund may not declare distributions
or purchase its stock (including through tender offers) if, immediately after doing so, it will have an asset coverage ratio of
less than 300% or 200%, as applicable. Under the 1940 Act, certain short-term borrowings (such as for cash management purposes)
are not subject to these limitations if (i) repaid within 60 days, (ii) not extended or renewed and (iii) not in excess of 5%
of the total assets of the Fund.
The Fund is permitted, although it currently
does not intend, to engage in leverage through the issuance of preferred stock.
Leverage involves certain
additional risks, including the risk that the cost of leverage may exceed the return earned by the Fund on the proceeds of such
leverage. The use of leverage will increase the volatility of changes in the Fund's net asset value, market price and distributions.
In the event of a general market decline in the value of assets in which the Fund invests, the effect of that decline will be
magnified in the Fund because of the additional assets purchased with the proceeds of the leverage.
In addition, funds
borrowed pursuant a credit facility may constitute a substantial lien and burden by reason of their prior claim against the income
of the Fund and against the net assets of the Fund in liquidation. In the event of an event of default under a loan facility,
lenders may have the right to cause a liquidation of the collateral (i.e., sell portfolio securities and other assets of the Fund)
and, if any such default is not cured, the lenders may be able to control the liquidation as well. A leverage facility agreement
may include covenants that impose on the Fund asset coverage requirements, Fund composition requirements and limits on certain
investments, such as illiquid investments or derivatives, which are more stringent than those imposed on the Fund by the 1940
Act. However, because the Fund’s use of leverage is expected to be relatively modest and flexible in approach and the Fund
generally is not expected to engage in derivatives transactions, the Investment Adviser currently does not believe that these
restrictions would significantly impact its management of the Fund.
Summary of Fund Expenses
The following table
illustrates the anticipated difference in the total annual operating expense ratio of the Fund as a result of the proposed increase
in the use of leverage. The tables set forth (i) the actual total annual operating expense ratio for the Fund for the fiscal year
ended October 31, 2019; and (ii) the estimated pro forma total annual operating expense ratio for the Fund for as if the
Fund had utilized leverage in the amount of 20% of the Fund’s Managed Assets during the fiscal year ended October 31, 2019.
Shareholder Transaction Expenses
|
|
Current
|
|
|
Pro
forma
|
|
Maximum Sales Load imposed on purchases of common shares(a)
|
|
|
None
|
|
|
|
None
|
|
Dividend Reinvestment and Cash Purchase
Plan Fees(b)
|
|
|
|
|
|
|
|
|
Cash Purchase Plan Fees
|
|
|
|
|
|
|
|
|
One-time enrollment
fee
|
|
$
|
0
|
|
|
$
|
0
|
|
Transaction fee per purchase (per share)
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Fee for cash purchase by check
|
|
$
|
5
|
|
|
$
|
5
|
|
One-time fee for online bank
debit
|
|
$
|
5
|
|
|
$
|
5
|
|
Fee for auto debit from checking/savings
account
|
|
$
|
2.50
|
|
|
$
|
2.50
|
|
Dividend Reinvestment Plan (DRP)
Fees
|
|
|
|
|
|
|
|
|
Transaction fee per sale (per share)
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
Fee for sale by batch order
|
|
$
|
10
|
|
|
$
|
10
|
|
Fee for sale by market order
|
|
$
|
25
|
|
|
$
|
25
|
|
DRP transaction fee (per share)(c)
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
Annual
Total Expenses
(as
a percentage of average net assets attributable to common shares)
|
Investment Management
Fees
|
|
|
1.06
|
%
|
|
|
1.25
|
%(d)
|
Interest Payments on Borrowed Funds
|
|
|
0.18
|
%(e)
|
|
|
0.79
|
%(f)
|
Other Expenses
|
|
|
0.18
|
%
|
|
|
0.18
|
%
|
Total Annual Fund Operating Expenses
|
|
|
1.42
|
%
|
|
|
2.22
|
%
|
Less: Expense Waivers
|
|
|
0.05
|
%(g)
|
|
|
0.24
|
%(g)
|
Total Annual Fund Operating Expenses After Expense
Waivers
|
|
|
1.37
|
%
|
|
|
1.98
|
%
|
(a) Common shares
are not available for purchase from the Fund but may be purchased on the NYSE through a broker-dealer subject to individually
negotiated commission rates. Common shares purchased in the secondary market may be subject to brokerage commissions or other
charges.
(b) Pursuant to
the Fund's dividend reinvestment and cash purchase plan that went into effect for the Fund on February 28, 2020, shareholders
of the Fund who participate in the plan may be subject to fees on certain transactions, as noted herein.
(c) The Dividend
Reinvestment Plan (DRP) transaction fee includes any and all brokerage commissions incurred by the plan agent as a result of open
market purchases made in connection with the reinvestment of dividends and distributions.
(d) The Investment
Adviser receives a monthly fee at an annual rate of 1.00% of the Fund's average daily Managed Assets. The advisory fee percentage
calculation assumes the use of leverage by the Fund as discussed in note (f).
(e) The Fund has entered into
a lending agreement with BNP Paribas Prime Brokerage International Ltd. (“BNPP PB”) which allows the Fund to borrow
on an uncommitted and secured basis (the “Credit Facility”). The terms of the lending agreement indicate the rate
to be the Federal Funds rate plus 0.85% per annum on amounts borrowed. The Credit Facility provides a secured, uncommitted line
of credit for the Fund where selected Fund assets are pledged against advances made to the Fund. The Fund has granted a security
interest in all pledged assets used as collateral to BNPP PB. Based on the Fund’s actual leverage use for the fiscal year
ended October 31, 2019, the Fund had $37,522,433 in borrowings outstanding under its Credit Facility (representing approximately
6.3% of the average daily value of the Fund's Managed Assets during such period) at an average annual interest rate of 3.17%.
(f) For purposes
of preparing this table, the Fund has assumed that it will use leverage through bank borrowings representing in the aggregate
20% of the average daily value of the Fund's Managed Assets (including the assets subject to, and obtained with the proceeds of,
such borrowings) at an average annual interest rate of 3.17% and at terms similar to the Fund’s existing Credit Facility.
There can be no assurances that the Fund will maintain that level of borrowing at all time, that the terms under which the Fund
borrows will not change, or that the Fund's use of leverage will be profitable.
(g) Effective May
4, 2018, AAML entered into a written contract (the “Expense Limitation Agreement”) with the Fund that is effective
through May 4, 2020. [On March 17, 2020, the Board approved the extension of the Expense Limitation Agreement until June 30, 2021].
The Expense Limitation Agreement limits the total ordinary operating expenses of the Fund (excluding any leverage costs, taxes,
interest, brokerage commissions and any non-routine expenses) from exceeding 1.19% of the average daily net assets of the Fund
on an annualized basis. In addition, ASII, the investor relations services agent to the Fund, has capped investor relations fees
paid by the Fund to an annual rate of 0.05% of the Fund’s average weekly net assets.
THE TRUSTEES,
INCLUDING ALL OF THE INDEPENDENT TRUSTEES, RECOMMEND THAT SHAREHOLDERS OF
THE
FUND VOTE “FOR” PROPOSAL 2.
Proposals 1 and 2 are not contingent
upon each other. If either Proposal 1 or 2 is not approved by shareholders, the Fund will make those changes that were approved
by shareholders and will not implement the changes that did not receive shareholder approval. If neither Proposal is approved,
the Fund will continue to operate pursuant to its current investment objectives and fundamental investment policy related to borrowing.
ADDITIONAL
INFORMATION
Administrator. State
Street Bank & Trust Company, located at 1 Heritage Drive, 3rd Floor, North Quincy, MA 02171, serves as administrator to the
Fund.
Expenses.
The Investment Adviser, or an affiliate, will bear the fees and expenses incurred by the Fund in connection with the Proposals
(including, but not limited to, proxy and proxy solicitation costs, printing costs, expenses of holding additional Board and shareholder
meetings and related legal fees) through the operation of the Fund’s expense limitation. Solicitation costs borne by the
Fund may include (a) printing and mailing of this Proxy Statement and accompanying material, (b) reimbursement of brokerage firms
and others for their expenses in forwarding solicitation material to the beneficial owners of the Fund’s shares, (c) payment
to AST for its services in soliciting proxies for the Special Meeting and (d) payment of the costs associated with supplementary
solicitations to submit proxies for the Special Meeting.
Total
costs of the Proposals is estimated to be approximately $270,000, including costs related to the proxy solicitor. AST Fund Solutions,
LLC (“AST”) has been retained to assist in the solicitation of proxies.
Solicitation
and Voting of Proxies. Solicitation of proxies is being made primarily by the mailing of this Proxy Statement with its enclosures
on or about [MAIL DATE]. As mentioned above, AST has been engaged to assist in the solicitation of proxies. As the
date of the Meetings approach, certain shareholders of the Fund may receive a call from a representative of AST, if the Fund has
not yet received their vote. Authorization to permit AST to execute proxies may be obtained by telephonic instructions from shareholders
of the Fund. Proxies that are obtained telephonically will be recorded in accordance with procedures that management of the Fund
believes are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and
that the voting instructions of the shareholder are accurately determined.
Beneficial
Owners. Based upon filings made with the SEC, as of [DATE CLOSE TO MAILING], the following table shows certain information
concerning persons who may be deemed beneficial owners of 5% or more of the shares of the Fund because they possessed or shared
voting or investment power with respect to the Fund’s shares:
Name
and Address
|
Number
of Shares
Beneficially Owned
|
Percentage
of Shares
|
First Trust Advisors LP
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
|
9,539,016
|
11.7%
|
This information is based on publicly available information
in Schedule 13D and 13G disclosures filed with the SEC.
Shareholder Proposals.
Any Rule 14a-8 shareholder proposal to be considered for inclusion in the Fund’s proxy statement and form of proxy for
the annual meeting of shareholders to be held in 2021 should be received by the Secretary of the Fund no later than [January 6,
2021]. There are additional requirements regarding proposals of shareholders, and a shareholder contemplating submission of a
proposal for inclusion in the Fund’s proxy materials is referred to Rule 14a-8 under the 1934 Act.
Non-Rule 14a-8 proposals
of business to be considered by the Fund’s shareholders may be made at an annual meeting of shareholders (1) by or at the
direction of the Board of Trustees or (2) by any shareholder of the Fund who was a shareholder of record from the time the shareholder
gave notice as provided in the Fund’s By-Laws to the time of the annual meeting, who is entitled to vote at the annual meeting
on any such business and who has complied with the By-Laws. Pursuant to the Fund’s By-Laws, for any such business to be
properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund and such business must otherwise be a proper matter for action by the shareholders. To be timely, a
shareholder’s notice shall set forth all information required under the Fund’s By-Laws and shall be delivered to the
Secretary of the Fund at the principal executive office of the Fund neither earlier than 9:00 a.m., Eastern Time, on the 150th
day nor later than 5:00 p.m., Eastern Time, on the 120th day before the first anniversary of the date of the proxy statement for
the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, or in the event
that no annual meeting was held the preceding year, notice by the shareholder will be timely if so delivered not later than 5:00
p.m., Eastern Time, on the tenth day following the day on which public announcement of the date of such annual meeting is first
made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the
giving of a shareholder’s notice as described above.
On February 7, 2020,
the Fund announced the date of the Meetings and noted that based on the shareholder’s notice described above, each shareholder
had an opportunity to submit Rule 14a-8 proposals by February 21, 2020 and Non-Rule 14a-8 proposals by February 17, 2020. The
Fund did not receive notice of any proposed matter to be submitted by shareholders for a vote at the Meetings and, therefore,
in accordance with Rule 14a-4(c) under the 1934 Act, any proxies held by persons designated as proxies by the Board and received
in respect of the Meetings will be voted in their discretion on such other matter which may properly come before a Meeting.
The Fund may exercise
discretionary voting authority with respect to any shareholder proposals for this Annual Meeting not included in the proxy statement
and form of proxy card which are not submitted to the Fund within the time-frame indicated above. Even if timely notice is received,
a Fund may exercise discretionary voting authority in certain other circumstances. Discretionary voting authority is the ability
to vote proxies that shareholders have executed and returned to a Fund on matters not specifically reflected on the form of proxy
card.
SHAREHOLDERS
WHO DO NOT EXPECT TO BE PRESENT AT THE MEETINGS AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY CARDS AND RETURN THEM IN THE ENCLOSED ENVELOPE(S). NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Delivery
of Proxy Statement
Unless
the Fund has received contrary instructions from shareholders, only one copy of this Proxy Statement may be mailed to households,
even if more than one person in a household is a shareholder of record. If a shareholder needs an additional copy of this Proxy
Statement, please contact the Fund at 1-800-522-5465. If any shareholder does not want the mailing of this Proxy Statement to
be combined with those for other members of its household, please contact the Fund in writing at: 1900 Market Street, Suite 200,
Philadelphia, PA 19103 or call the Fund at 1-800-522-5465.
Other Business
The
Investment Adviser knows of no business to be presented at the Meetings, other than the Proposals set forth in this Proxy Statement,
but should any other matter requiring the vote of shareholders arise, the proxies will vote thereon according to their discretion.
|
By
order of the Board of Trustees,
|
|
|
|
/s/
Megan Kennedy
|
|
Megan
Kennedy
|
|
Vice
President and Secretary
|
|
Aberdeen Global Premier
Properties Fund
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
|
|
EASY VOTING OPTIONS:
|
|
|
|
|
|
|
|
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
|
|
|
|
|
VOTE BY PHONE
Call 1-800-337-3503
Follow the
recorded instructions
available 24 hours
|
|
|
|
|
VOTE BY MAIL
Vote, sign and
date this Proxy
Card and return in the
postage-paid envelope
|
|
|
|
|
VOTE IN PERSON
Attend Shareholder Meeting
1900
Market Street, Suite 200
Philadelphia, PA 19103
on
May 6, 2020
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
ABERDEEN GLOBAL
PREMIER PROPERTIES FUND
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 6, 2020
|
|
|
THIS PROXY IS BEING SOLICITED BY THE BOARD
OF TRUSTEES. The undersigned shareholder(s) of Aberdeen Global Premier Properties Fund, revoking previous proxies, hereby
appoints Alan Goodson, Megan Kennedy and Heather Hasson, or any one of them true and lawful attorneys with power of substitution
of each, to vote all shares of Aberdeen Global Premier Properties Fund which the undersigned is entitled to vote, at the Annual
Meeting of Shareholders to be held on Wednesday, May 6, 2020, at 11:00 a.m. Eastern Time, at the offices of Aberdeen Standard
Investments Inc., 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and at any adjournment thereof as indicated
on the reverse side.
In their discretion, the proxy holders
named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. If this Proxy is
executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast FOR the nominees for trustees.
|
|
|
|
|
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
|
|
|
|
|
|
|
|
|
AWP_31211_022020_A
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Aberdeen Global Premier Properties Fund
Annual Shareholders Meeting
to Be Held on Wednesday, May 6, 2020, at 11:00 a.m. (Eastern Time)
The Notice of Annual
Meeting, Proxy Statement and Proxy card for this meeting are available at:
http://www.aberdeenAWP.com
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please
detach at perforation before mailing.
In
their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Annual Meeting and Proxy
Statement dated [●], 2020 and upon all other such matters as may properly come before the meeting or any adjournment thereof.
THE
BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEES FOR TRUSTEES IN THE PROPOSAL.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
SHOWN IN THIS EXAMPLE: ☒
|
|
|
|
|
|
|
|
|
1.
|
|
To elect
two Class III Trustees to the Board of Trustees to serve until the 2023 Annual Meeting of Shareholders.
|
|
|
|
|
|
|
|
|
FOR
|
|
WITHHOLD
|
|
|
01.
|
|
Nancy Yao Maasbach
|
|
☐
|
|
☐
|
|
|
02.
|
|
Martin J. Gilbert
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
B
|
|
Authorized Signatures This section must be completed for your
vote to be counted. Sign and Date Below
|
Note:
|
Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each
holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
|
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below
|
|
|
Signature 1 Please keep signature within the box
|
|
|
Signature 2 Please keep signature within the box
|
/ /
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
xxxxxxxxxxxxxx
|
|
AWP1 31211
|
|
M xxxxxxxx
|
|
+
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
|
|
EASY VOTING OPTIONS:
|
|
|
|
|
|
|
|
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available
24 hours
|
|
|
|
|
VOTE BY PHONE
Call
1-800-337-3503
Follow the recorded instructions
available 24 hours
|
|
|
|
|
VOTE BY MAIL
Vote, sign
and date this Proxy
Card and return in the
postage-paid envelope
|
|
|
|
|
VOTE IN PERSON
Attend Shareholder Meeting
1900
Market Street, Suite 200
Philadelphia, PA 19103
on May 6, 2020
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
ABERDEEN
GLOBAL PREMIER PROPERTIES FUND
SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 6, 2020
|
|
|
THIS PROXY IS BEING
SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of Aberdeen Global Premier Properties Fund, revoking
previous proxies, hereby appoints Alan Goodson, Megan Kennedy and Heather Hasson, or any one of them true and lawful
attorneys with power of substitution of each, to vote all shares of Aberdeen Global Premier Properties Fund which the
undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on Wednesday, May 6, 2020, at 11:30
a.m. Eastern Time, at the offices of Aberdeen Standard Investments Inc., 1900 Market Street, Suite 200, Philadelphia,
Pennsylvania 19103, and at any adjournment thereof as indicated on the reverse side.
In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any
adjournment thereof.
Receipt of the Notice of
the Special Meeting and the accompanying Proxy Statement is hereby acknowledged. If this Proxy is executed but no
instructions are given, the votes entitled to be cast by the undersigned will be cast FOR the proposals.
|
|
|
|
|
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
|
|
|
|
|
|
|
|
|
AWP_31211_022020_S
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Aberdeen Global Premier Properties
Fund
Special Shareholders Meeting to Be Held on Wednesday, May 6,
2020, at 11:30 a.m. (Eastern Time)
The Notice of Special Meeting, Proxy Statement and Proxy card
for this meeting are available at:
http://www.aberdeenAWP.com
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please
detach at perforation before mailing.
In their discretion, the proxy holders are authorized to vote
upon the matters set forth in the Notice of Special Meeting and Proxy Statement dated [●], 2020 and upon all other such matters
as may properly come before the meeting or any adjournment thereof.
THE BOARD OF TRUSTEES UNANIMOUSLY
RECOMMENDS A VOTE FOR THE PROPOSALS.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN
THIS EXAMPLE: ☒
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
1.
|
To amend the Fund’s fundamental investment objectives.
|
|
☐
|
|
☐
|
|
☐
|
2.
|
To amend the Fund's fundamental investment restriction related to borrowing.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
B
|
|
Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below
|
Note:
|
Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each
holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
|
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below
|
|
|
Signature 1 Please keep signature within the box
|
|
|
Signature 2 Please keep signature within the box
|
/ /
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
xxxxxxxxxxxxxx
|
|
AWP2 31211
|
|
M xxxxxxxx
|
|
+
|
abrdn Global Premier Pro... (NYSE:AWP)
Historical Stock Chart
From Mar 2024 to Apr 2024
abrdn Global Premier Pro... (NYSE:AWP)
Historical Stock Chart
From Apr 2023 to Apr 2024