UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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| ☐ | 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 | |
abrdn Asia-Pacific Income Fund, Inc.
abrdn Global Income Fund, Inc.
abrdn Australia Equity Fund, Inc.
(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):
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| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table | ||
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ABERDEENABRDN ASIA-PACIFIC INCOME FUND, INC.ABERDEENABRDN GLOBAL INCOME FUND, INC.ABERDEENABRDN AUSTRALIA EQUITY FUND, INC.
1900 Market Street, Suite 200
Philadelphia, PA 19103
NOTICE OF ANNUAL MEETINGMEETINGS OF SHAREHOLDERS
To be held on April 29, 2021May 16, 2024
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of each of Aberdeenabrdn Asia-Pacific Income Fund, Inc., Aberdeenabrdn Global Income Fund, Inc. and Aberdeenabrdn Australia Equity Fund, Inc. (each, a "Fund," and collectively, the "Funds") (each meeting, an "Annual Meeting," and collectively, the "Annual Meetings") will be held in a virtual meeting formatat the offices of abrdn Inc., located at 1900 Market Street, Suite 200, Philadelphia, PA 19103, on the following dates and at the following times:
Aberdeenabrdn Asia-Pacific Income Fund, Inc. (NYSE MKT: "FAX") April 29, 2021 10:May 16, 2024 11:00 a.m. eastern timeEastern Time
Aberdeenabrdn Global Income Fund, Inc. (NYSE MKT: "FCO") April 29, 2021 10:May 16, 2024 11:30 a.m. eastern timeEastern Time
Aberdeenabrdn Australia Equity Fund, Inc. (NYSE MKT: "IAF") April 29, 2021 11:May 16, 2024 12:00 a.m. eastern timep.m. Eastern Time
The purpose of the Annual Meetings is to consider and act upon the following proposals (each a "Proposal") for each Fund, as applicable, and to consider and act upon such other matters as may properly come before the Annual Meetings or any adjournments or postponements thereof:
Proposal 1: Election of Common Share Directors
FAX — To elect onetwo Class III Director,Directors, to serve for a three-year term.
FCO — To elect onetwo Class II Director,Directors, to serve for a three-year term.
IAF — To elect onetwo Class III Director,Directors, to serve for a three-year term.
Proposal 2: Election of Preferred Share DirectorsFAX — To elect one Preferred Share Director, to serve for a three-year term.
Proposal 3: To consider the continuation of the term of two Directorsone Director for FAX, two Directorsone Director for FCO and threetwo Directors for IAF under each Fund's Corporate Governance Policies.
Each Proposal is discussed in greater detail in the enclosed Joint Proxy Statement. You are entitled to notice of, and to vote at, the Annual Meeting of a Fund if you owned shares of such Fund at the close of business on March 5, 2021April 1, 2024 (the "Record Date"). If you virtually attend the Annual Meetings, you may vote your shares electronically at that time. Even if you expect to attend thean Annual Meetings,Meeting, please complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope or authorize your proxy by telephone or through the Internet.
This year's Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/213814946 at the meeting date and time described in the accompanying proxy statement. To participate in the Annual Meeting,
you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is ABD12021. There is no physical location for the Annual Meeting.
You may vote electronically during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting.
Registering to Attend the Virtual Annual Meetings as a Beneficial Owner
We will admit to an Annual Meeting (1) all shareholders of record on the Record Date, (2) persons holding proof of beneficial ownership aton 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 an Annual Meeting must present photo identification. If you hold your shares throughplan to attend an intermediary, such as a bank or broker,Annual Meeting, we ask that you must registercall us in advance to attend the virtual Annual Meetings. To register you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare Fund Services, the Funds' proxy tabulator. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration for the Annual Meetings must be received no later than 5:00 p.m., Eastern Time, on April 26, 2021. You will receive a confirmation email from Computershare of your registration and a control number that will allow you to vote at the Annual Meetings.1-800-522-5465.
This noticeNotice and related proxy materials are first being mailed to shareholders on or about March 31, 2021.April 9, 2024.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meetings of Shareholders to Be Held on Thursday, April 29, 2021:May 16, 2024: This Notice, the Joint Proxy Statement and the form of proxy card(s) are available on the Internet at http://www.aberdeenstandard.com/www.abrdn.com/en-us/cefinvestorcenter.cefinvestorcenter. On this website, you will be able to access the Notice, the Joint Proxy Statement, the form of proxy card(s) and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.
By order of the Boards of Directors,
Megan Kennedy, Vice President and SecretaryAberdeenabrdn Asia-Pacific Income Fund, Inc.Aberdeenabrdn Global Income Fund, Inc.Aberdeenabrdn Australia Equity Fund, Inc.
TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETINGS, VIRTUALLY, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETINGS. ACCORDINGLY, YOU ARE REQUESTED TO PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) FOR THE ANNUAL MEETINGS PROMPTLY, OR TO AUTHORIZE THE PROXY VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S). NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
March 31, 2021April 9, 2024
Philadelphia, Pennsylvania
ABERDEENABRDN ASIA-PACIFIC INCOME FUND, INC. ("FAX")ABERDEENABRDN GLOBAL INCOME FUND, INC. ("FCO")ABERDEENABRDN AUSTRALIA EQUITY FUND, INC. ("IAF")
(each, a "Fund" and collectively, the "Funds")
1900 Market Street, Suite 200
Philadelphia, PA 19103
JOINT PROXY STATEMENT
For the Annual Meetings of Shareholders
each to be held on April 29, 2020May 16, 2024
This Joint Proxy Statement is furnished in connection with the solicitation of proxies by each Fund's Board of Directors (each, a "Board," and collectively, the "Boards," with members of each Board being referred to as "Directors") to be voted at the Annual Meeting of Shareholders of each Fund (each, a "Meeting," and collectively, the "Meetings") to be held in a virtual meeting formatat the offices of abrdn Inc., located at 1900 Market Street, Suite 200, Philadelphia, PA 19103 on Thursday, April 29, 2021May 16, 2024 and at any adjournments or postponements thereof. A Notice of Annual Meeting of Shareholdersthe Meetings and a proxy card (the "Proxy Card") accompanyaccompanying this Joint Proxy Statement.Statement will be mailed to shareholders of each Fund. This Joint Proxy Statement is first being mailed to shareholders on or about March 31, 2021.April 9, 2024 to shareholders of record as of April 1, 2024.
The purpose of the Annual Meetings is to consider and act upon the following proposals (each a "Proposal") for each Fund, as applicable, and to consider and act upon such other matters as may properly come before the Annual Meetings or any adjournments or postponements thereof:
Proposal 1: Election of Common Share Directors
FAX — To elect onetwo Class III Director,Directors, to serve for a three-year term.
FCO — To elect onetwo Class II Director,Directors, to serve for a three-year term.
IAF — To elect onetwo Class III Director,Directors, to serve for a three-year term.
Proposal 2: To elect one Preferred Share DirectorFAX — To elect one Preferred Share Director to serve for a three-year term by the preferred shareholders voting as a separate class.
Proposal 3: To consider the continuation of the term of two Directorsone Director for FAX, two Directorsone Director for FCO and threetwo Directors for IAF under each Fund's Corporate Governance Policies.
All properly executed proxies received prior to a Meeting will be voted at the 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" each Proposal (as defined below).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 each Meeting 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(s), 1900 Market Street, Suite 200, Philadelphia, PA 19103, or by virtually attending a Meeting and voting.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 internetInternet by following the instructions contained on theirthe Proxy Card. Shareholders do not have dissenters' rights of appraisal in connection with any of the matters to be voted on by the shareholders at each Meeting.
The presence at each Meeting, virtuallyin person or by proxy, of the shareholders entitled to castholders of a majority of all the votesstock issued and outstanding and entitled to be castvote at the Meeting on any matter shall be necessary and sufficient to constitute a quorum for the transaction of business. For purposes of determining the presence of a quorum at a Meeting, withheld votesabstentions and broker 'non-votes' (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular Proposal with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present at the Meeting.
With regard to Proposal 1 and Proposal 2 for FAX and FCO, the affirmative vote of a majority of the votes cast of common stock and, with respect to FAX, preferred stock voting together as a single class,cast at a meeting at which a quorum is present is necessary for the election of a common share Director, provided that, for the Fund,Funds, if the number of nominees for Director, as determined by the Secretary of the Fund,Funds, exceeds the number of Directors to be elected, the common share Directors shall be elected by the vote of a plurality of the shares of common stock and, with respect to FAX, preferred stock voting together as a single class, represented virtually or by proxy at any such meeting and entitled to vote on the election of Directors.stock. Under a plurality vote, the nominees who receive the highest number of votes up to the number of Directors to be elected will be elected even if they receive less than a majority of the votes cast. With regard to Proposal 1 for IAF, the vote of a plurality of all the votes cast at a meeting at which a quorum is present is necessary for the election of a common share Director. Approval of Proposal 2 for FAX will require the affirmative vote of a majority of the shares of preferred stock cast at a meeting at which a quorum is present to elect the preferred share Director, provided that if the number of nominees for preferred share Director, as determined by the Secretary of the Fund, exceeds the number of preferred share Directors to be elected, the preferred share Directors shall be elected by the vote of a plurality of the preferred shares represented virtually or by proxy. With respect to Proposal 3,2 for IAF, the vote of a majority of the votes cast at a meeting at which a quorum is present is required. For purposes of the election of Directors for FAX and FCO, withheld votes and broker 'non-votes' will not be counted as votes cast and will have no effect on the result of the vote. For purposes of the election of Directors for IAF, withheld votes will not be counted as votes cast and will have no effect on the result of the vote, but broker 'non-votes' will be voted "FOR" the Proposal.Proposal 2.
Each Board has adopted certain corporate governance policies for each Fund which(the "Corporate Governance Polices"). The Corporate Governance Policies include (i) a resignation policy which generally provides that (notwithstanding the plurality voting standard for IAF) a director who is not an Independent"interested person" (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")), of a Fund, the Funds' investment manager, abrdn Asia Limited (the "Investment Manager" or "aAL"), or, in the case of FAX and FCO, the Funds' investment sub-adviser, abrdn Investments Limited (the "Sub-Adviser" or "aIL") (each an "Independent Director," and collectively, the "Independent Directors"), in an uncontested election, who does not receive a majority of votes "FOR" his or her election at a meeting of shareholders shall be deemed to have tendered his or her resignation, subject to a Board's acceptance or rejection of such resignation, whichand such Board determination will be disclosed publicly to Fund shareholders; and (ii) a policy requiring that after an Independent Director has served on the Board for three consecutive terms of three years following the later of (a) engagement of the existing investment manager of the Fund or (b) the Independent Director's election to the Board, the Independent Director will be put forth for consideration by shareholders annually; and (iii) a policy whereby newly appointed directors will be submitted for consideration at the next regular shareholder meeting.annually. With respect to clause (ii) above, Independent Directors currently serving on the Boards will be submitted to stockholdersshareholders for consideration of continuation as a director on an annual basis beginning at the first annual meeting following the end of each such Board member'sDirector's third consecutive three-year term in office after the end of such Independent Director's current term.
If a quorum is not present virtually or by proxy at the time a Meeting is called to order, the ChairmanChair of the Meeting may adjourn the Meeting. For FAX or FCO, if a quorum is present but there are not sufficient votes to approve thea Proposal, the chairmanChair of the Meeting or the shareholders entitled to vote at such Meeting present virtually,in person, by a majority of the votes validly cast, may adjourn the Meeting to permit further solicitation of proxies on that Proposal. Absent the establishment of a subsequent record date and the giving of notice to the holders of record thereon, the adjourned Meeting must take place not more than 120 days after the record date.Record Date.
We will admit to a Meeting (1) all shareholders of record on March 5, 2021April 1, 2024 (the "Record Date"), (2) persons holding proof of beneficial ownership aton 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 you holda broker or other nominee holds your shares through an intermediary, such as a bank or broker,and you must register in advanceplan to attend the Annual Meetings. To registerMeeting, you must submit proofshould bring a recent brokerage statement showing your ownership of your proxy power (legal proxy) reflecting your Fund holdings along with your namethe shares, as well as a form of personal identification. If you are a beneficial owner and email address to Computershare Fund Services, the Funds' proxy tabulator. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on April 23, 2021. You will receive a confirmation email from Computershare of your registration and a control number that will allow youplan to vote at the Annual Meetings.Meeting, you should also bring a proxy card from your broker.
Each Board has fixed the close of business on March 5, 2021April 1, 2024 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, each Meeting and at any adjournment or postponement thereof. Shareholders on the Record Date for each Fund will be entitled to one vote for each share held for their respective Meeting. As of the Record Date, the following number of shares of each Fund were issued and outstanding:
FAX had outstanding 247,695,768247,695,769 shares of common stock, par value $0.01 per share.
FCO had outstanding 8,736,31213,410,279 shares of common stock, par value $0.001 per share.
IAF had outstanding 23,304,09126,617,133 shares of common stock, par value $0.01 per share.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meetings to Be Held on Thursday, April 29, 2021 in a virtual meeting format.May 16, 2024, at the offices of abrdn Inc., located at 1900 Market Street, Suite 200, Philadelphia, PA 19103. The Proxy Materials and each Fund's most recent annual report for the fiscal year ended October 31, 20202023 are available on the Internet at http://www.aberdeenstandard.com/www.abrdn.com/en-us/cefinvestorcenter.cefinvestorcenter. Each Fund will furnish, without charge, a copy of its annual report for the fiscal year ended October 31, 2020,2023, and any more recent reports, to any Fund shareholder upon request. To request a copy, please write to the Funds c/o Aberdeen Standard Investmentsabrdn 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 register to attend a Meeting.
Proposal 1: Election of Common Share Directors
Each Fund's bylaws provide that the Fund's Board be elected by holders of the Fund's common shares and 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. Each year the term of office of one class expires. Directors who are deemed "interested persons" (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")), of each Fund, the Funds' investment manager, Aberdeen Standard Investments (Asia) Limited (the "Investment Manager" or "ASIAL"), the Funds' investment adviser, Aberdeen Standard Investments Australia Limited (the "Investment Adviser" or "ASI Aus") or, in the case of FCO, the investment sub-adviser, Aberdeen Asset Managers Limited (the "Sub-Adviser" or "AAML"),not Independent Directors are referred to in this Joint Proxy Statement as "Interested
Directors." Directors who are not interested persons, as described above, are referred to in this Joint Proxy Statement as "Independent Directors."
Each Board, including the Independent Directors, upon the recommendation of eachthe respective Board's Nominating and Corporate Governance Committee, which is composed entirely of Independent Directors, has nominated the following individuals for election as common share Directors to its Board as follows:
Aberdeenabrdn Asia-Pacific Income Fund, Inc. Radhika Ajmera and Rahn Porter (Class III Director, 3-year term ending 2024)2027)
Aberdeenabrdn Global Income Fund, Inc. William J. PotterStephen Bird and Rahn Porter (Class II Director, 3-year term ending 2024)2027)
Aberdeenabrdn Australia Equity Fund, Inc. William J. PotterStephen Bird and Rahn Porter (Class III Director, 3-year term ending 2024)2027)
Each of the nominees has indicated an intention to serve if elected and has consented to be named in this Joint Proxy Statement.
It is the intention of the persons named on the enclosed proxy card(s) to vote "FOR" the election of the persons indicated above to serve as common share Directors. The Boards know of no reason why any of these nominees will be unable to serve, but in the event of any such inability, the proxies received will be voted for such substituted nominees as the affected Fund's Board may recommend.
The Directors, including the Independent Directors,Each Board unanimously recommendrecommends that shareholders vote "FOR" the nomineeseach nominee as Directors.Director, as applicable.
Proposal 2: Election of FAX Preferred Share Director
The Fund's Articles Supplementary provide that the Fund's preferred share Directors be elected by holders of the Fund's preferred stock.
The Board, including the Independent Directors, upon the recommendation of the Board's Nominating and Corporate Governance Committee, which is composed entirely of Independent Directors, has nominated the following individual for election as preferred share Director to its Board:
William J. Potter (Preferred Share Director, three-year term ending 2024)
It is the intention of the persons named as proxies on the enclosed Proxy Card(s) to vote "FOR" the election of Mr. Potter to serve as a preferred share Director for a three-year term. The Board knows of no reason why Mr. Potter will 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.
Proposal 3: Consideration of Continuation of Term for Director under the Corporate Governance Policies
As stated above, the Board hasBoards have adopted Corporate Governance Policies which include a policy requiring that after an Independent Director has served on the Board for three consecutive terms of three years following the later of (a) engagement of the existing investment manager of the Fund or (b) the Independent Director's election to the Board, the Independent Director will be put forth for consideration by shareholders annually. Under the Corporate Governance Policies, Independent Directors currently serving on the Boards will be submitted to stockholdersshareholders for consideration of continuation as a director on an annual basis beginning at the first annual meeting following the end of each such Board member's three-year term in office after the end of such Independent Director's current term. P. Gerald Malone, Neville J. Miles and Moritz Sell have each served out their term of office during which the Corporate Governance Policies were approved as well as a three-year term of office following that term. They
each much therefore be put forth for consideration by shareholders annually pursuant to the Corporate Governance Policies.
Each Board, including the Independent Directors, upon the recommendation of the Board's Nominating and Corporate Governance Committee, which is composed entirely of Independent Directors, recommends the continuation of the following individuals put forth for consideration under the Funds' Corporate Governance Policies:
Aberdeenabrdn Asia-Pacific Income Fund, Inc. Neville J. Miles (Class I Director, 3-year term ending 2022)
P. Gerald Malone (Class II Director, 3-year term ending 2023)2026)
Aberdeenabrdn Global Income Fund, Inc. Neville J. Miles (Class III Director, 3-year term ending 2022)
P. Gerald Malone (Class I Director, 3-year term ending 2023)2026)
Aberdeenabrdn Australia Equity Fund, Inc. Neville J. MilesP. Gerald Malone (Class III Director, 3-year term ending 2022)2026)
Moritz Sell (Class I Director, 3-year term ending 2022)
P. Gerald Malone (Class II Director, 3-year term ending 2023)2025)
If thisa nominee pursuant to Proposal 32 does not receive a majority of the requisite votes, cast on the terms set forth in FAX and FCO's by-laws, Mr. Miles or Mr. Malonenominee will be deemed to have tendered his resignation for consideration by the FAX or FCO Board. If this Proposal 3 does not receive a majority of the votes cast on the terms set forth in IAF's Corporate Governance Policies, Mr. Malone, Mr. Miles and Mr. Sell each will be deemed to have tendered their resignation for consideration by the IAFrelevant Board. The Nominating and Corporate Governance Committee of each Fund shall make a recommendation to the respective Board on whether to accept or reject the resignation, or whether other action shall be taken. The respective Board(s)Board shall act on the resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, and shall publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the voting results. Mr. Malone, Mr. Miles and Mr. Sell eachEach nominee will not participate in the Nominating and Corporate Governance Committee's recommendation or the respective Board's decision.decision with respect to such nominee.
It is the intention of the persons named on the enclosed proxy card(s) to vote "FOR" the election of the persons indicated above to continue to serve as common share Directors. Each Board knows of no reason why these nominees will be unable to serve, but in the event of any such inability, the proxies received will be voted for such substituted nominees as the affected Fund's Board may recommend.
The Directors, including the Independent Directors,Each Board unanimously recommendrecommends that shareholders vote "FOR" the continuation of the term of the Directorseach Director, as applicable, under the Corporate Governance Policies.
The following tables set forth certain information regarding the nominees for election to the Boards of the Funds, Directors under consideration of continuation of term under the Corporate Governance Policies, Directors whose terms of office continue beyond the Meetings, and the principal officers of the Funds.
Name, Address and Year of Birth | Position(s) Held with Fund(s) | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years | Number of Investment Companies ("Registrants") consisting of Investment ("Portfolios") in Fund Complex* Overseen by Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director | ||||||||||||||||||||
Independent Directors or Nominees for Independent Director: | |||||||||||||||||||||||||
c/o 1900 Market Street, Suite 200 Philadelphia, PA 19103 |
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Year of Birth: 1964 | IAF Class II Director; FAX, | FAX, FCO, IAF Director since | Ms. Ajmera was appointed Chair of abrdn Japan Equity Fund Inc. in 2017, having served as a director since 2014. She has been an |
| None. |
Name, Address and Year of Birth | Position(s) Held with Fund(s) | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years | Number of Investment Companies ("Registrants") consisting of Investment ("Portfolios") in Fund Complex* Overseen by Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director | ||||||||||||||||||||
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P. Gerald Malone** † c/o 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1950 | FAX, FCO, | FAX, IAF, FCO Terms expire FAX Director since 2001; FCO Director since 2005; IAF Director since 2008. | Mr. Malone is, by profession, a lawyer of over 40 years. Currently, he is a non-executive director of a number of U.S. companies, including Medality Medical (medical technology company) and Bionik Laboratories Corp. (US healthcare company) since 2018. He is also | 8 Registrants consisting of 26 Portfolios | Director of Bionik Laboratories Corporation (U.S. healthcare company) since 2018. | ||||||||||||||||||||
Moritz Sell** † c/o 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1967 | FAX, | FAX, IAF Term expires IAF Director since 2004. FAX, FCO Director since 2018. | Mr. Sell currently serves as a Principal at Edison Holdings GmbH (commercial real estate and venture capital) (since October 2015). In addition, Mr. Sell serves as a Senior Advisor for Markston International LLC, an independent investment manager (since January 2014). | 3 Registrants consisting of 3 Portfolios | Swiss Helvetia Fund (since June 2017) and High Income Securities Fund (since June 2018). |
Year of Birth | Position(s) Held with Fund(s) | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years | Number of Registered Investment Companies ("Registrants") consisting of Investment ("Portfolios") in Fund Complex* Overseen by Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director | ||||||||||||||||||||
Rahn Porter*** † Philadelphia, PA 19103 Year of Birth: |
| FAX, FCO and IAF Terms to expire in 2027, if elected. Anticipated FAX, FCO, IAF Director since | Mr. | 2 Registrants consisting of 20 Portfolios |
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Name, Address and Year of Birth | Position(s) Held with Fund(s) | Term of Office and Length of Time Served | Principal Occupation(s) During at Least the Past Five Years | Number of Investment Companies ("Registrants") consisting of Investment ("Portfolios") in Fund Complex* Overseen by Director or Nominee for Director | Other Directorships Held by Director or Nominee for Director | ||||||||||||||||||||
Interested | |||||||||||||||||||||||||
c/o 1900 Market Philadelphia, PA 19103 Year of Birth: | IAF Class III Director, FAX Class I Director, FCO Class | IAF, FCO Terms expire 2024; FAX Term expires | Mr. |
| None. |
* AberdeenAs of the most recent fiscal year end, the Fund Complex has a total of 18 Registrants with each Board member serving on the number of Registrants listed. Each Registrant in the Fund Complex has one Portfolio except for two Registrants that are open-end funds, abrdn Funds and abrdn ETFs, which each have multiple portfolios, The Registrants in the Fund Complex are as follows: abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Emerging Markets Equity Income Fund, Inc., the Aberdeen Funds (which currently consists of 17 portfolios), Aberdeen Investment Funds (which currently consists of 4 portfolios), Aberdeen Standard Investments ETFs (which currently consists of 2 portfolios), Aberdeenabrdn Japan Equity Fund, Inc., The India Fund, Inc., Aberdeen Standardabrdn Emerging Markets Equity Income Fund, Inc., abrdn Income Credit Strategies Fund, abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Global Infrastructure Income Fund, Aberdeen Global Dynamic Dividendabrdn National Municipal Income Fund, Aberdeen Total Dynamic Dividendabrdn Healthcare Investors, abrdn Life Sciences Investors, abrdn Healthcare Opportunities Fund, Aberdeen Global Premier Propertiesabrdn World Healthcare Fund, abrdn Funds (which consists of 19 portfolios) and Aberdeen Income Credit Strategies Fund have the same Investment Manager and Investment Adviser as the Fund, or an investment adviser that is affiliated with the Investment Manager and Investment Adviser and may thus be deemed to be partabrdn ETFs (which consists of the same "Fund Complex" as the Fund.3 portfolios).
** Member of the Nominating and Corporate Governance Committee.
*** Ms. Ajmera has been appointed as a Class III DirectorAppointed to the Board of FAX and FCO and a Class II Director of IAFeach Fund effective April 29, 2021.
**** Mr. Gilbert's term for FAX and IAF expires effective April 29, 2021.May 16, 2024.
† Member of the Audit and Valuation Committee.
†† Deemed to be an Interested Director of the Funds because of his affiliation with the Funds' Investment Manager and Investment Adviser.and/or Sub-Adviser, as applicable.
ADDITIONAL INFORMATION ABOUT THE DIRECTORS
Each Board believes that each Director's experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Directors lead to the conclusion that the Directors possess the requisite experience, qualifications, attributes and skills to serve on their respective Board. Each Board believes that the Directors' ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with ASIAL, ASI AusaAL and AAML,aIL, as applicable, other service providers, counsel and independent auditors; and to exercise effective business judgment in the performance of their duties, support this conclusion. Each Board has also considered the contributions that each Director can make to the respective Board on which he or she serves and to the Fund(s).
A Director's ability to perform his or her duties effectively may have been attained through the Director's executive, business, consulting, and/or legal positions; experience from service as a Director of the Fund(s) and other funds/portfolios in the Aberdeenabrdn 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 Director in addition to the information set forth in the table above: Mr. Gilbert, ChairmanBird, Chief Executive Officer of UK companiesabrdn and non-executive directorprior Chief Executive Officer of a number of non-U.S. companies and director roles within the Aberdeen complex, board experience with other public companies and investment trusts;companies; Mr. Malone, legal background and public service leadership experience, board experience with other public and private companies, and executive and business consulting experience; Mr. Miles, financial services, investment management and executive experience and board experience with various Australian public and private companies; Mr. Potter, financial services, investment management and merchant banking experience, executive and consulting experience, and board experience with public companies and non-profit organizations; Mr. Porter, business background and executive management and financial expertise as vice president and chief financial officer of public and private entities and director of other funds within the abrdn fund complex; Ms. Ajmera, financial background in fund management; and Mr. Sell, director and executive experience at an investment banking and trading firm and board experience with another closed-end fund outside of the Aberdeenabrdn complex.
Each Board believes that the significance of each Director's experience, qualifications, attributes or skills is an individual matter (meaning that experience important for one Director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Director, or particular factor, being indicative of Board effectiveness. In its periodic self-assessment of the effectiveness of the Board, each Board considers the complementary individual skills and experience of the individual Directors 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 Directors are presented pursuant to disclosure requirements of the Securities and Exchange Commission ("SEC"),
and do not constitute holding out a Board or any Director 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 | Positions(s) Held With Fund(s) | Term of Office and Length of Time Served* | Principal Occupation(s) During the Past Five Years | ||||||||||||
Kenneth Akintewe** Singapore Year of Birth: 1980 | FAX, FCO Vice President | Since 2014 | Currently, Head of Asian Sovereign Debt | ||||||||||||
Joseph Andolina** 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1978 | FAX, FCO, IAF Chief Compliance Officer and Vice President—Compliance | Since 2017 | Currently, Chief Risk Officer—Americas | ||||||||||||
Singapore Year of Birth: |
| Since | Currently, Head of Asia Pacific Equities on the Asian equities team at abrdn. | ||||||||||||
Eric Chan abrdn Asia Limited 7 Straits View #23-04 Marina One East Tower Singapore 018936 Year of Birth: 1989 | IAF Vice President | Since 2023 | Currently, an Investment | ||||||||||||
1900 Market St, Suite 200 Philadelphia, PA 19103 Year of Birth: | FAX, FCO and IAF Vice President | Since 2023 | Currently, Senior Legal Counsel, Product Governance US for abrdn Inc. Ms. Corey joined abrdn Inc. as U.S. Counsel in 2013. | ||||||||||||
Sharon Ferrari** c/o abrdn Inc. 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1977 | FAX, FCO, IAF Treasurer and Chief Financial Officer | Treasurer and Chief Financial Officer since 2023. Fund officer since 2009 | Currently, Director Product Management for abrdn Inc. Ms. Ferrari joined abrdn Inc. as a Senior Fund Administrator in 2008. | ||||||||||||
Katie Gebauer** c/o abrdn Inc. 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1986 | FAX, FCO, IAF Vice President | Since | Currently, Chief |
Name, Address and Year of Birth | Positions(s) Held With Fund(s) | Term of Office and Length of Time Served* | Principal Occupation(s) During the | ||||||||||||
1900 Market Street, Suite 200 Philadelphia, PA 19103 |
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Year of Birth: 1974 | FAX, FCO, IAF Vice President | Since 2009 | Currently, |
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1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: | FAX, FCO, IAF Vice President | Since | Currently, | ||||||||||||
1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1986 | FAX, FCO, IAF Vice President | Since 2022 | Currently, Senior Product Governance Manager, Product Governance US at abrdn. Mr. Hepp joined abrdn in 2016. | ||||||||||||
Megan Kennedy** c/o abrdn Inc. 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1974 | FAX, FCO, IAF Vice President, Secretary | Since 2008 | Currently, Senior Director, Product Governance for | ||||||||||||
Year of Birth: | FAX, FCO, IAF Vice President | Since | Currently, | ||||||||||||
Year of Birth: |
| Since | Currently, | ||||||||||||
Michael Marsico** c/o abrdn Inc. 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1980 | FAX, FCO, IAF Vice President | Since 2022 | Currently, Senior Product Manager for abrdn Inc. Mr. Marsico joined abrdn Inc. in 2014. | ||||||||||||
Adam McCabe** Singapore Year of Birth: 1979 | FAX, FCO Vice President | Since 2011 | Currently, Head of | ||||||||||||
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Christian Pittard** Year of Birth: 1973 | FAX, FCO, IAF President | Since 2009 | Currently, |
Name, Address and Year of Birth | Positions(s) Held With Fund(s) | Term of Office and Length of Time Served* | Principal Occupation(s) During the Past Five Years | ||||||||||||
Lucia Sitar** 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1971 | FAX, FCO, IAF Vice President | Since 2008 | Currently, Vice President and Head of Product Management and Governance for |
* Officers hold their positions with the Fund(s) until a successor has been duly elected and qualifies. Officers are elected annually by each Board.
** Messrs. Akintewe, Andolina, Baker, Gilbert, Goodson, Hendry, McCabe and Pittard and Mses. Ferrari, Kennedy, Melia and SitarEach officer may 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 Emerging Markets Equity Income Fund, Inc., Aberdeen Japan Equity Fund, Inc., The India Fund, Inc., Aberdeen Standard Global Infrastructure Income Fund, Aberdeen Income Credit Strategies Fund, 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 17 portfolios) and Aberdeen Standard Investments ETFs (which currently consists of 2 portfolios)each ofother funds which may also be deemed to be aare part of the same "FundFund Complex."
Ownership of Securities
Set forth in the table below is the dollar range of equity securities in each Fund and the aggregate dollar range of equity securities in the Aberdeenabrdn Family of Investment Companies (as defined below) beneficially owned by each Director or nominee. The following key relates to the dollar ranges in the chart:
A. NoneB. $1 — $10,000C. $10,001 — $50,000D. $50,001 — $100,000E. over $100,000nominee as of October 31, 2023.
Name of Director or Nominee | Dollar Range of Equity Securities Owned in Fund(1) | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director or Nominee in the Family of Investment Companies(2) | |||||||||||||||||
Independent Directors/Nominees: | |||||||||||||||||||
P. Gerald Malone | FCO: | $ |
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FAX: | |||||||||||||||||||
IAF: | |||||||||||||||||||
| FCO: | $ |
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FAX: | |||||||||||||||||||
IAF: |
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Moritz Sell | FCO: | $ |
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FAX: | |||||||||||||||||||
IAF: | |||||||||||||||||||
Radhika | FAX: | $ |
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FCO: | |||||||||||||||||||
IAF: | |||||||||||||||||||
Rahn Porter** | FAX: None | $ | 50,001 — $100,000 | ||||||||||||||||
FCO: None | |||||||||||||||||||
IAF: None | |||||||||||||||||||
Interested Director: | |||||||||||||||||||
| FCO: | $ |
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FAX: | |||||||||||||||||||
IAF: $1 — $10,000 |
* Retiring from FAX, FCO and IAFthe Board of Directors of each Fund effective April 29, 2021.May 16, 2024.
** Appointed to the Board of each Fund effective April 29, 2021.
*** Current term for FAX and IAF expires effective April 29, 2021.May 16, 2024.
(1) This information has been furnished by each Director as of October 31, 2020.2023. "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 are advised by the Investment Managershare abrdn 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 February 28, 2021,October 31, 2023, each Fund's Directors and officers, in the aggregate, owned less than 1% of that Fund's outstanding equity securities. As of February 28, 2021,October 31, 2023, none of the Independent Directors or their immediate family members owned any shares of the Investment Manager 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 Manager Investment Adviser or Sub-Adviser.
Mr. Pittard and Ms. MeliaFerrari serve as executive officers of the Funds. As of October 31, 2020,2023, Mr. Pittard and Ms. MeliaFerrari did not own shares of the Funds' common stock.
BOARD AND COMMITTEE STRUCTURE
TheEach Board of Directors of FAX is currently composed of fivefour Independent Directors and one Interested Director, Martin J. Gilbert. TheStephen Bird. William Potter is retiring from the Board of FCO is currently composedDirectors of five Independent Directors and one Interested Director, Martin J. Gilbert. The Boardeach of IAF is currently composed of five Independent Directors and one Interested Director, Martin J. Gilbert. Peter D. Sacks is retiring from FAX, FCO and IAF and Martin J. Gilbert's term for FAX and IAF expires; each effective at the shareholder meeting on April 29, 2021. Radhika Ajmera has been appointed by the Board of each Fund as an independent Director effective as of the April 29, 2021 shareholder meeting. The Boards of FAX and IAF approved a reduction in the size of each Board effective at the conclusion of the shareholder meetingMeeting on April 29, 2021.May 16, 2024. Mr. Rahn Porter has been appointed as a Director of each Fund upon the retirement of Mr. Potter and is being presented to shareholders for election at the Meeting for each Fund. Each Fund's bylaws provide that the Board to be elected by holders of a Fund's common stock shall be 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.
The Boards of FAX and FCO haveEach Board has appointed Mr. Malone, an Independent Director, as Chairman.Chair. The Board of IAF has appointed Mr. Miles, an Independent Director, as Chairman. The ChairmanChair presides at meetings of the Directors, participates in the preparation of the agenda for meetings of the Board, and acts as a liaison between the Directors and management between Board meetings. Except for any duties specified herein, the designation of the ChairmanChair does not impose on such Director 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.
Each Board holds regular quarterly meetings each year to consider and address matters involving the respective Fund. Each Board also may hold special meetings to address matters arising between regular meetings. The Independent Directors 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.
Each Board has established a committee structure that includes an Audit and Valuation Committee, a Contract Review Committee,and a Nominating and Corporate Governance Committee, a Cost Review Committee and a Leverage Committee (each discussed in more detail below) to assist each Board in the oversight and direction of the business affairs of the respective Fund, and from time to time may establish informal ad hoc committees or working groups to review and address the practices of the respective Fund with respect to specific matters. The Committee system facilitates the timely and efficient consideration of matters by the Directors, and facilitates effective oversight of compliance with legal and regulatory requirements and of each 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. Each Nominating and Corporate Governance Committee and each 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 Directors. Each Committee member is also "independent" within the meaning of the New York Stock Exchange ("NYSE") MKT listing standards. Each Board reviews its structure regularly and believes that its leadership
structure, including having a super-majority of Independent Directors, coupled with an Independent Director as Chairman,Chair, 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.
Audit and Valuation Committee
Each Fund's Audit and Valuation Committee, established in accordance with Section 3(a)(58)(A) of the 1934 Act, is responsible for the selection and engagement of the Fund's independent registered public accounting firm (subject to ratification by the Fund's Independent Directors), pre-approves and reviews both the audit and non-audit work of the Fund's independent registered public accounting firm, and reviews compliance of the Fund
with regulations of the SEC and the Internal Revenue Service, and other related matters. The members of each Fund's Audit and Valuation Committee are Messrs. P. Gerald Malone, NevilleWilliam J. MilesPotter and Moritz Sell.Sell and Ms. Radhika Ajmera.
Each Board has adopted an Audit and Valuation Committee Charter for its Audit and Valuation Committee, the current copy of which is available on each Fund's respective website at http://aberdeenfax.com,abrdnfax.com, http://www.aberdeenfco.comwww.abrdnfco.com and http://www.aberdeeniaf.com.
Each Audit and Valuation Committee oversees the activities of its Fund's Pricing Committee and performs the responsibilities assigned to the Audit and Valuation Committee in the Fund's Valuation and Liquidity Procedures, such as overseeing the implementation of the Valuation and Liquidity Procedures. Each Board has delegated to its Audit and Valuation Committee the responsibility of determining the fair value of its Fund's securities or other assets in situations set forth in the Valuation and Liquidity Procedures.
Contract Review Committee
Each Contract Review Committee reviews and makes recommendations to the Board with respect to entering into, reviewing or amending the Fund's management agreement, advisory agreement, sub-advisory agreement (if applicable), administration agreement, investor relations services agreement and other agreements. The members of each Fund's Contract Review Committee are Messrs. P. Gerald Malone, Neville J. Miles, William J. Potter and Moritz Sell.www.abrdniaf.com.
Nominating and Corporate Governance Committee; Consideration of Potential Director Nominees
Each Fund's Nominating and Corporate Governance Committee recommends nominations for membership on the Board and reviews and evaluates the effectiveness of the Board in its role in governing the Fund and overseeing the management of the Fund. It evaluates candidates' qualifications for Board membership and, with respect to nominees for positions as Independent Directors, their independence from the Fund's Investment Manager Investment Adviser and Sub-Adviser, as appropriate, and other principal service providers. Each Nominating and Corporate Governance Committee generally meets twice annually to identify and evaluate nominees for director and makes its recommendations to its respective Board at the time of each Board's December meeting. Each Nominating and Corporate Governance Committee also periodically reviews director compensation and will recommend any appropriate changes to the Boards as a group. Each Nominating and Corporate Governance Committee also reviews and may make recommendations to its respective Board relating to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing the management of the Fund. The members of each Nominating and Corporate Governance Committee are Messrs. P. Gerald Malone, William J. Potter and Moritz Sell and Ms. Radhika Ajmera.
Each Board has adopted a Nominating and Corporate Governance Committee Charter, a copy of which is on each Fund's respective website at http://aberdeenfax.com,abrdnfax.com, http://www.aberdeenfco.comwww.abrdnfco.com and http://www.aberdeeniaf.com. The members of each Fund's Nominating and Corporate Governance Committee are Messrs. P. Gerald Malone, Neville J. Miles, William J. Potter and Moritz Sell.www.abrdniaf.com.
Each Nominating and Corporate Governance Committee may take into account a wide variety of factors in considering prospective director candidates, including (but not limited to): (i) availability (including availability to attend to Board business on short notice) and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) reputation; (v) financial expertise; (vi) the candidate's ability, judgment and expertise; (vii) overall diversity of the Board's composition; and (viii) commitment to the representation of the interests of the Fund and its shareholders. Each Nominating and Corporate Governance Committee also considers the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, such as business, financial or family relationships with the Investment Manager Investment Adviser or Sub-Adviser or their affiliates, as appropriate. Each Nominating and Corporate Governance Committee will consider potential director candidates, if any, recommended by its Fund shareholders provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its
directors; (ii) are not "interested persons" of the Fund, as that term is defined in the 1940 Act; and (iii) are "independent" as defined in the listing standards of any exchange on which the Fund's shares are listed.
While the Nominating and Corporate Governance Committees have not adopted a particular definition of diversity or a particular policy with regard to the consideration of diversity in identifying candidates, when considering
a candidate's and a Board's diversity, the Committees generally consider the manner in which each candidate's leadership, independence, interpersonal skills, financial acumen, integrity and professional ethics, educational and professional background, prior director or executive experience, industry knowledge, business judgment and specific experiences or expertise would complement or benefit the Board and, as a whole, contribute to the ability of the Board to oversee the Fund. Each Committee may also consider other factors or attributes as they may determine appropriate in their judgment. Each Committee believes that the significance of each candidate's background, experience, qualifications, attributes or skills must be considered in the context of the Board as a whole.
Each Fund's bylaws contain provisions regarding minimum qualifications for directors. These include a requirement that, to qualify as a nominee for a directorship, each candidate, at the time of nomination, other than persons who were directors at the time of the adoption of the minimum qualifications, must possess at least the following specific minimum qualifications: (i) a nominee shall have at least five years' experience in any of investment management, economics, public accounting or Australian business; (ii) a nominee shall have a college undergraduate or graduate degree in economics, finance, business administration, accounting or engineering, or a professional degree in law, engineering, or medicine, from an accredited university or college in the United States, Australia, the United Kingdom, Canada or New Zealand, or the equivalent degree from an equivalent institution of higher learning in another country; and (iii) a nominee shall not have violated any provision of the U.S. federal or state securities laws, or comparable laws of another country.
Each Fund's bylaws also contain advance notice provisions and general procedures with respect to the submission of proposals, including the nomination of directors. Shareholders who intend to propose potential director candidates must substantiate compliance with these requirements. Notice of shareholder proposals must be provided to the Fund's Secretary not earlier than the 150th day and not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the preceding year's proxy statement. Any shareholder may obtain a copy of the Funds' bylaws by calling the Investor Relations department of Aberdeen Standard Investmentsabrdn Inc., the Funds' investor relations services provider, toll-free at 1-800-522-5465, or by sending an e-mail to Aberdeen Standard Investmentsabrdn Inc. at InvestorRelations@aberdeenstandard.com.InvestorRelations@abrdn.com.
Cost Review Committee
Each Cost Review Committee reviews on an ongoing basis the fees and expenses incurred by the Fund, to ensure that such expenses are commensurate with the services provided. The members of each Fund's Cost Review Committee are Messrs. Neville J. Miles, William J. Potter and Moritz Sell.
Leverage Committee
Each Leverage Committee monitors the Fund's leverage and reviews leverage options for the Fund. The members of each Fund's Leverage Committee are Messrs. P. Gerald Malone and William J. Potter.
Board Oversight of Risk Management
The Funds are subject to a number of risks, including, among others, investment, compliance, operational and valuation risks. Risk oversight forms part of each Board's general oversight of the respective Fund and is addressed as part of various Board and Committee activities. Each 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 ASIAL,
aAL, who carries out each Fund's investment management and business affairs and oversee other service providers in connection with the services they provide to each Fund, and also by ASI Aus and AAML,aIL, as applicable, and other service providers in connection with the services they provide to the Funds. Each of ASIAL, ASI Aus and AAML,the Investment Manager, the Sub-Adviser, the Funds' administrator, as applicable, and the Funds' 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 each Fund, the respective Board, directly and/or through a Committee, interacts with and reviews reports from, among others, ASIAL, ASI AusaAL and AAML,aIL, as applicable, and each Fund's other service providers (including the Funds' transfer agent), the Funds' Chief Compliance Officer, and the Funds' independent registered public accounting firm, legal counsel to the Funds, as appropriate, relating to the operations of the Funds. The Boards also require ASIALaAL to report to the Boards on other matters relating to risk management on a regular and as-needed basis. The Boards recognize that it may not be possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate their occurrence or effects. Each Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
Board Retirement Policy
Each Board has adopted a retirement policy that seeks to balance the need for fresh perspectives against the benefits that the experience and institutional memory of existing Director may provide and seeks to enhance the overall effectiveness of the Board. Each Board's policy states that no Director candidate shall be presented to shareholders of the Fund for election at any meeting that is scheduled to occur after he or she has reached the age of 75. In addition, each Director shall automatically be deemed to retire from the Board at the next annual shareholders' meeting following the date he or she reaches the age of 75 years, even if his or her tenure of office has not expired on that date. Where no annual shareholders meeting is held, the retiring Director is deemed to retire at the conclusion of the next regular quarterly Board meeting following the date he or she reaches the age of 75.
Board and Committee Meetings in Fiscal Year 20202023
During the Funds' fiscal year ended October 31, 2020,2023, the Boards of FAX, FCO and IAF each held fourfive regular meetings, FAX and IAF held two special board meetings and FCO held one special board meeting.meetings. The Audit and Valuation CommitteeCommittees of FAX, FCO and IAF each held three meetings;two meetings and the Nominating and Corporate Governance CommitteeCommittees of FAX, FCO and IAF each held one meeting; the Contract Review Committee of FAX, FCO and IAF each held one meeting; the Cost Review Committee of FAX, FCO and IAF each held one meeting; and the Leverage Committees of FAX and FCO held eight and seven meetings respectively and the Leverage Committee of IAF held one meeting. During the fiscal year ended October 31, 2020,2023, each incumbent Director attended at least 75% of the aggregate number of meetings of the Board and of Committees of the Board on which he or she served.
Communications with the Board of Directors
Shareholders who wish to communicate with Board members with respect to matters relating to the Funds may address their written correspondence to the Boards as a whole or to individual Board members c/o Aberdeen Standard Investmentsabrdn Inc., the Funds' administrator, at 1900 Market Street, Suite 200, Philadelphia, PA 19103, or via e-mail to the Director(s) c/o Aberdeen Standard Investmentsabrdn Inc. at Investor.Relations@aberdeenstandard.com.investor.relations@abrdn.com.
Director Attendance at Annual Meetings of Shareholders
The Funds have not established a policy with respect to Director attendance at annual meetings of shareholders.
REPORTS OF THE AUDIT AND VALUATION COMMITTEES; INFORMATION REGARDING THE FUNDS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Audit and Valuation Committee has selected, and each Fund's Independent Directors have ratified the selection of, KPMG LLP ("KPMG"), 1601 Market Street, Philadelphia, PA 19103, an independent registered public accounting firm, to audit the financial statements of the Funds for the fiscal year ending October 31, 2021.2024. Representatives from KPMG are not expected to attendbe present at the Meetings to make a statement or respond to questions from shareholders. However, such representatives are expected toIf requested by any shareholder by two (2) business days before the Meetings, a representative from KPMG will be availablepresent by telephone at the Meetings to respond to appropriate questions raised by shareholders,and will have an opportunity to make a statement if any, during the Meetings.he or she chooses to do so.
Each Audit and Valuation Committee has received from KPMG the written disclosures and the letter required by the Public Company Accounting Oversight Board ("PCAOB") regarding KPMG's communications with the Audit and Valuation Committee concerning independence, and have discussed with KPMG its independence. Each Audit and Valuation Committee has also reviewed and discussed the audited financial statements with Fund management and KPMG, and discussed matters with KPMG required to be discussed by the applicable requirements
of the PCAOB and the SEC. Based on the foregoing, each Audit and Valuation Committee recommended to its Board that the Fund's audited financial statements be included in the respective Fund's Annual Report to Shareholders for the fiscal year ended October 31, 2020.2023.
The following table sets forth the aggregate fees billed for professional services rendered by KPMG during the Funds' two most recent fiscal years ended October 31:
2020 | 2019 | 2023 | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||
FAX | FCO | IAF | FAX | FCO | IAF | FAX | FCO | IAF | FAX | FCO | IAF | |||||||||||||||||||||||||||||||||||||||||||
Audit Fees | Audit Fees | $ | 83,095 | $ | 73,452 | $ | 55,372 | $ | 82,723 | $ | 73,080 | $ | 55,000 | Audit Fees | $ | 89,500 | $ | 90,500 | $ | 64,500 | $ | 90,660 | $ | 125,780 | $ | 62,250 | ||||||||||||||||||||||||||||
Audit-Related Fees | Audit-Related Fees | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | Audit-Related Fees | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
Tax Fees | Tax Fees | $ | 7,720 | $ | 7,720 | $ | 7,720 | $ | 7,610 | $ | 7,610 | $ | 7,610 | Tax Fees | $ | 0 | $ | 0 | $ | 0 | $ | 7,720 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
All Other Fees | All Other Fees | None | None | None | None | None | None | All Other Fees | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||||||||
Total | Total | $ | 89,500 | $ | 90,500 | $ | 64,500 | $ | 98,380 | $ | 125,780 | $ | 62,250 |
(1) The Tax Fees"Audit Fees" are the aggregate fees billed for professional services for the completionaudit of the Funds'Fund's annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under "Audit Fees". These fees include offerings related to the Fund's common shares.
(3) "Tax Fees" are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: federal and state income tax returns.returns, review of excise tax distribution calculations and federal excise tax return.
For(4) "All Other Fees" are the fiscal year ended October 31, 2020, KPMGaggregate fees billed $364,945 for aggregate non-audit fees forproducts and services to the Investment Manager, Investment Adviserother than "Audit Fees," "Audit-Related Fees" and Sub-Adviser of FAX, FCO and IAF. For the fiscal year ended October 31, 2019, KPMG billed $620,047 for aggregate non-audit fees for services to the Investment Manager, Investment Adviser and Sub-Adviser of FAX, FCO and IAF."Tax Fees."
All of the services described in the table above were pre-approved by the relevant Audit and Valuation Committee.Committees.
Each Audit Committee is responsible for pre-approving (i) all audit and Valuationpermissible non-audit services to be provided by the independent registered public accounting firm to each Fund and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to each Fund's Investment Manager, and any service provider to a Fund controlling, controlled by or under common control with each Fund's Investment Manager 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 following table shows the amount of fees that KPMG billed during the Funds' last two fiscal years for non-audit services to the Funds, the Investment Manager, and Covered Service Providers:
Fund | Fiscal Year Ended | Total Non- Audit Fees Billed to Fund* | Total Non-Audit Fees billed to the Investment Manager and Covered Service Providers (engagements related directly to the operations and financial reporting of the Fund) | Total Non-Audit Fees billed to the Investment Manager and Covered Service Providers (all other engagements) | Total | ||||||||||||||||||
FAX | October 31, 2023 | $ | 0 | $ | 0 | $ | 1,171,994 | $ | 1,171,994 | ||||||||||||||
October 31, 2022 | $ | 0 | $ | 0 | $ | 1,108,929 | $ | 1,108,929 | |||||||||||||||
FCO | October 31, 2023 | $ | 0 | $ | 0 | $ | 1,171,994 | $ | 1,171,994 | ||||||||||||||
October 31, 2022 | $ | 0 | $ | 0 | $ | 1,108,929 | $ | 1,108,929 |
Fund | Fiscal Year Ended | Total Non- Audit Fees Billed to Fund* | Total Non-Audit Fees billed to the Investment Manager and Covered Service Providers (engagements related directly to the operations and financial reporting of the Fund) | Total Non-Audit Fees billed to the Investment Manager and Covered Service Providers (all other engagements) | Total | ||||||||||||||||||
IAF | October 31, 2023 | $ | 0 | $ | 0 | $ | 1,171,994 | $ | 1,171,994 | ||||||||||||||
October 31, 2022 | $ | 0 | $ | 0 | $ | 1,108,929 | $ | 1,108,929 |
* "Total Non-Audit Fees billed to Fund" for both fiscal years represent "Tax Fees" and "All Other Fees" billed to Funds in their respective amounts from the previous table.
Each Audit Committee has adopted an Audit and Valuation Committee Charter that provides that the Audit and Valuation Committee shall annually select, retain or terminate, and recommend to the Audit and Valuation Committee members of the Board and ratified by the entire Board, who are not "interested persons" (as that term is defined in Section 2(a)(19) of the 1940 Act), of the Fund 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 Manager Investment Adviser or Sub-Adviser, if applicable, 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. Each 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 Manager that the Fund, Investment Manager 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.
Each Audit and Valuation Committee has considered whether the provision of non-audit services that were rendered to the Investment Manager Investment Adviser, or Sub-Adviser, if applicable, and any entity controlling, controlled by, or under common control with these entities that provides ongoing services to the relevant 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 Directors by each Fund and by the Fund Complex of which the Funds are a part for the fiscal year ended October 31, 2020.2023. Officers of the Funds and
Directors who are interested persons of the Funds do not receive any compensation directly from the Funds or any other fund in the Fund Complex for performing their duties as officers or Directors, respectively.
Name of Director | Aggregate Compensation from Fund for Fiscal Year Ended October 31, 2020 | Total Compensation From Fund and Fund Complex Paid To Directors* | |||||||||||||||||
FAX | FCO | IAF | |||||||||||||||||
Independent Directors: | |||||||||||||||||||
Radhika Ajmera** | $ | 0 | $ | 0 | $ | 0 | $ | 160,481 | (21) | ||||||||||
P. Gerald Malone | $ | 76,333 | $ | 69,833 | $ | 44,333 | $ | 441,348 | (26) | ||||||||||
Neville J. Miles | $ | 52,667 | $ | 40,167 | $ | 64,667 | $ | 227,250 | (20) | ||||||||||
William J. Potter | $ | 54,333 | $ | 53,833 | $ | 44,333 | $ | 228,813 | (3) | ||||||||||
Peter D. Sacks*** | $ | 60,000 | $ | 53,500 | $ | 51,000 | $ | 211,000 | (0) | ||||||||||
Moritz Sell | $ | 46,667 | $ | 40,167 | $ | 43,667 | $ | 200,250 | (3) | ||||||||||
Interested Directors: | |||||||||||||||||||
Martin J. Gilbert**** | N/A | N/A | N/A | N/A (24) |
Name of Director | Aggregate Compensation from Funds for Fiscal Year Ended October 31, 2023 | Total Compensation From Funds and Fund Complex Paid To Directors* | |||||||||||||||||
FAX | FCO | IAF | |||||||||||||||||
Independent Directors: | |||||||||||||||||||
Radhika Ajmera | $ | 48,134 | $ | 43,333 | $ | 45,017 | $ | 323,206 | |||||||||||
P. Gerald Malone | $ | 66,885 | $ | 60,333 | $ | 62,726 | $ | 610,191 | |||||||||||
Rahn Porter** | $ | 0 | $ | 0 | $ | 0 | $ | 191,229 | |||||||||||
William J. Potter*** | $ | 48,134 | $ | 43,333 | $ | 45,017 | $ | 136,485 | |||||||||||
Moritz Sell | $ | 56,468 | $ | 50,333 | $ | 52,309 | $ | 159,111 |
Name of Director | Aggregate Compensation from Funds for Fiscal Year Ended October 31, 2023 | Total Compensation From Funds and Fund Complex Paid To Directors* | |||||||||||||||||
FAX | FCO | IAF | |||||||||||||||||
Interested Director: | |||||||||||||||||||
Stephen Bird | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
* The number in parentheses indicatesSee the total"Directors" table for the number of funds inwithin the Fund Complex on which thethat each Director serves or served at any time during the fiscal year ended October 31, 2020.serves.
** Appointed to the Board of FAX, FCO and IAF effective April 29, 2021.May 16, 2024.
*** Retiring from FAX, FCO and IAFthe Board of Directors of each Fund effective April 29, 2021.
**** Current term for FAX and IAF expires effective April 29, 2021.May 16, 2024.
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, as applied to the Funds, require the Funds' officers and Directors, certain officers and directors of the Investment Manager and Investment Adviser,Sub-Adviser, affiliates of the Investment Manager or Investment Adviser,and Sub-Adviser, and persons who beneficially own more than 10% of a registered class of a Fund'sthe Funds' outstanding securities ("Reporting(collectively, the "Reporting Persons") to electronically file reports of ownership of that Fund'sthe Funds' securities and changes in such ownership with the SEC and the NYSE MKT.American.
Based solely on itsthe Funds' review of such forms filed on EDGAR andor written representations from certain Reporting Persons that all reportable transactions were reported, to the Funds' Reporting Persons complied with all applicable filing requirements in a timely mannerknowledge of the Funds, during the fiscal year ended October 31, 2020.2023, the Funds' Reporting Persons timely filed all reports they were required to file under Section 16(a).
Relationship of Directors or Nominees with the Investment Manager, Investment Adviser, Sub-Adviser and Administrator
Aberdeen Standard Investments (Asia)abrdn Asia Limited serves as the Investment Manager to the Funds pursuant to management agreements dated as of as of April 3, 2009 for FAX, as of June 7, 2006 for FCO, and as of March 8, 2004 for IAF. The Investment Manager is a Singapore corporation with its registered office located at 21 Church Street, #01-01 Capital Square Two,7 Straits View, #23-04 Marina One East Tower, Singapore 049480. Aberdeen Standard018936. abrdn Investments Australia Limited serves as the Investment Adviser to the Funds pursuant to advisory agreements dated as of April 3, 2009 for FAX, as of as of June 7, 2006 for FCO, and as of March 8, 2004 for IAF. The Investment Adviser is an Australian corporation with its registered offices located at Level 10, 255 George Street, Sydney, NSW 2000, Australia. Aberdeen Asset Managers Limited serves as the Sub-Adviser to FAX and FCO pursuant to a
sub-advisory agreements dated November 1, 2015 and March 1, 2012, respectively. The Sub-Adviser, 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. The Investment Manager Investment Adviser and Sub-Adviser are each wholly-owned subsidiaries of Aberdeen Asset Managementabrdn (Holdings) PLC, ("Aberdeen PLC"), a Scottish company. The registered offices of Aberdeenabrdn (Holdings) PLC are located at 10 Queen's Terrace, Aberdeen, Scotland AB10 1YG. The merger of Standard Life plc and Aberdeen1XL. abrdn (Holdings) PLC announced on March 6, 2017 (the "Merger") closed on August 14, 2017. Aberdeen PLC becameis a directwholly-owned subsidiary of Standard Lifeabrdn plc as("abrdn"), which has registered offices at 1 George Street, Edinburgh, Scotland EH2 2LL.
In rendering investment advisory services, the Investment Manager and Sub-Adviser may use the resources of investment advisor subsidiaries of abrdn. These affiliates have entered into a resultmemorandum of understanding/personnel sharing procedures pursuant to which investment professionals from each affiliate may render portfolio management and research services to U.S. clients of the Merger andabrdn plc affiliates, including the combined company changed its nameFunds, as associated persons of the Investment Manager. No remuneration is paid by the Funds with respect to Standard Life Aberdeen plc. Following the Merger, the Funds' Investment Manager, Investment Adviser, Sub-Adviser and Administrator each became an indirect subsidiarymemorandum of Standard Life Aberdeen plc, but otherwise did not change. Mr. Martin Gilbert, a Director, formerly served as Vice Chairman of Standard Life Aberdeen plc and Chairman of Aberdeen Standard Investments. Mr. Gilbert is also a shareholder of Standard Life Aberdeen plc.understanding/personnel sharing arrangements.
Aberdeen Standard Investmentsabrdn Inc. ("ASI"), an affiliate of the Investment Manager Investment Adviser and Sub-Adviser, serves as the Funds' administrator. ASIabrdn Inc. is a Delaware corporation with its principal business office located at 1900 Market Street, Suite 200, Philadelphia, PA 19103. ASIabrdn Inc. also provides investor relations services to the Funds under an investor relations services agreement. Messrs. Andolina Demetriou,and Goodson Hendry, O'Connor and Mmes. Kennedy Melia and Sitar, who serve as officers of the Funds, are also directors and/or officers of ASI.abrdn Inc.
EACH FUND'S BOARD INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEESEACH NOMINEE FOR DIRECTOR FOR THE RELEVANT FUND.
ADDITIONAL INFORMATION
Expenses.The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice and Joint Proxy Statement will be borne proportionately by each Fund. Each Fund will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of that Fund. In order to obtain the necessary quorum at each Meeting, supplementary solicitation may be made by mail, telephone, telegraph or personal interview. Such solicitation may be conducted by, among others, officers, Directors and employees of the Funds, the Investment Manager, the Investment Adviser, the Sub-Adviser (in the case of FAX and FCO) or the Funds' Administrator.administrator.
ASTEQ Fund Solutions, LLC ("AST"EQ") has been retained to assist in the solicitation of proxies and will receive an estimated fee of $4,400 (FAX) $1,750 (FCO) and $3,600 (IAF)$2,500 for each Fund and be reimbursed for its reasonable expenses. Total payments to ASTexpenses, which are expectedestimated to be between $5,000 and $10,000.$825-$1,350 for each Fund.
Solicitation and Voting of Proxies.Solicitation of proxies is being made primarily by the mailing of this Joint Proxy Statement with its enclosures on or about March 31, 2021.April 9, 2024. As mentioned above, ASTEQ has been engaged to assist in the solicitation of proxies. As the date of the Meeting approaches,Meetings approach, certain shareholders of a Fund may receive a call from a representative of AST,EQ, if the Fund has not yet received their vote. Authorization to permit ASTEQ to execute proxies may be obtained by telephonic instructions from shareholders of a Fund. Proxies that are obtained telephonically will be recorded in accordance with procedures that management of each of the Funds 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 March 10, 2021,April 1, 2024, the following table shows certain information concerning persons who may be deemed beneficial owners of 5% or more of a class of shares of FAX, IAF and FCO because they possessed or shared voting or investment power with respect to FAX, IAF or FCO's shares:
Fund | Fund | Class | Name and Address | Number of Shares Beneficially Owned | Percentage of Shares | Fund | Class | Name and Address | Number of Shares Beneficially Owned | Percentage of Shares | ||||||||||||||||||||||||||||
FAX | FAX | Preferred | Voya Financial Inc. 230 Park Ave New York, NY 10169 | 600,000 | 30.00 | % | FAX | Common | First Trust Portfolios L.P.* First Trust Advisors L.P.* The Charger Corporation* 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 29,102,146 | 11.75 | % | ||||||||||||||||||||||||||
IAF | IAF | Common | First Trust Portfolios L.P. 120 East Liberty Drive Wheaton, IL 60187 | 3,997,691 | 17.15 | % | IAF | Common | 1607 Capital Partners, LLC 13 S. 13th Street, Suite 400 Richmond, Virginia 23219 | 1,808,980 | 6.9 | % | ||||||||||||||||||||||||||
IAF | IAF | Common | 1607 Capital Partners LLC 13 S. 13th Street, Suite 400 Richmond, Virginia 23219 | 2,086,879 | 8.95 | % | IAF | Common | First Trust Portfolios L.P.** First Trust Advisors L.P.** The Charger Corporation** 120 East Liberty Drive Wheaton, IL 60187 | 1,693,567 | 6.43 | % | ||||||||||||||||||||||||||
IAF | Common | Wells Capital Management Inc. 420 Montgomery Street San Francisco, CA 94163 | 1,423,539 | 6.11 | % | |||||||||||||||||||||||||||||||||
FCO | Common | First Trust Portfolios L.P. 120 East Liberty Drive Wheaton, IL 60187 | 1,149,049 | 13.16 | % |
* These entities jointly filed a Schedule 13G for the share amount and percentage shown.
** These entities jointly filed a Schedule 13G for the share amount and percentage shown.
Shareholder Proposals. If aAny Rule 14a-8 shareholder intends to present a proposal including the nomination of a director, at the Annual Meeting of Shareholders of FCO or IAF to be heldconsidered for inclusion in 2022 and desires to have the proposal included in the Funds' proxy statement and form of proxy for that meeting, the shareholder must deliver the proposal to the Secretary of the Funds at the office of the Funds, 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and such proposal must be received by the Secretary no later than November 10, 2021. If a shareholder intends to present a proposal, including the nomination of a director, at the Annual Meeting of Shareholders of FAX to be held in 2022 and desires to have the proposal included in the Fund's proxy statement and form of proxy for the annual meetings of shareholders to be held in 2025 should be received by the Secretary of the relevant Fund no later than December 10, 2024. There are additional requirements regarding proposals of shareholders, and a shareholder contemplating submission of a proposal for inclusion in a Fund's proxy materials is referred to Rule 14a-8 under the 1934 Act.
Any proposal by a shareholder intended to be presented at the applicable Fund's 2025 annual meeting of shareholders but not intended to be included in the proxy materials for that meeting the shareholder must deliver the proposal tobe received by the Secretary of the Fund at the principal office of the Fund, 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and such proposal must be received bynot earlier than the Secretary no later than November 17, 2021.
Shareholders wishing to present proposals, including the nomination of a director, at the Annual Meeting of Shareholders of FCO and IAF to be held in 2022 which they do not wish to be included in the Funds' proxy materials must send written notice of such proposals to the Secretary of the Funds at the office of the Fund, 1900 Market Street Suite 200, Philadelphia, Pennsylvania 19103, and such notice must be received by the Secretary no sooner than October 11, 2021 and no150th day nor later than 5:00 p.m., Eastern Time on November 10, 2021 in the form prescribed from time120th day prior to time in the Funds' bylaws and shareholders wishing to present proposals, including the nomination of a director, at the Annual Meeting of Shareholders of FAX to be held in 2022 which they do not wish to be included in the Fund's proxy materials must send written notice of such proposals to the Secretary of the Fund at the office of the Fund, 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and such notice must be received by the Secretary no sooner than October 18, 2021 and no later than 5:00 p.m., Eastern Time, on
November 17, 2021 in the form prescribed from time to time in the Funds' bylaws;May 16, 2025; provided, however, that in the event that 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, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than the close of business on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
SHAREHOLDERS WHO DO NOT EXPECT TO VIRTUALLY ATTEND THE MEETINGS AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD(S) AND RETURN THEM IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Delivery of Joint Proxy Statement
Unless the Funds have received contrary instructions from shareholders, only one copy of this Joint 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 Joint Proxy Statement, please contact the Funds at 1-800-522-5465. If any shareholder does not want the mailing of this Joint Proxy Statement to be combined with those for other members of its household, please contact the Funds in writing at: 1900 Market Street, Suite 200, Philadelphia, PA 19103 or call the Funds at 1-800-522-5465.
Other Business
Management knows of no business to be presented at the Meetings, other than the Proposals set forth in this Joint 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 Boards of Directors,
Megan Kennedy, Vice President and SecretaryAberdeenabrdn Asia-Pacific Income Fund, Inc.Aberdeenabrdn Global Income Fund, Inc.Aberdeenabrdn Australia Equity Fund, Inc.
23
ABRDN ASIA-PACIFIC INCOME FUND, INC. PO Box 43131 Providence, RI 02940-3131 | EVERY 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 16, 2024 |
EVERY SHAREHOLDER’S 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 VIRTUAL MEETING at the following Website www.meetingcenter.io/213814946 on April 29 at 10:00 a.m. Eastern Time To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card The Password for this meeting is ABD12021
Please detach at perforation before mailing. PROXY ABERDEEN ASIA-PACIFIC INCOME FUND, INC.
PROXY | ABRDN ASIA-PACIFIC INCOME FUND, INC. |
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 2021 MAY 16, 2024
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.DIRECTORS. The undersigned shareholder(s) of Aberdeenabrdn Asia-Pacific Income Fund, Inc. (the “Fund”), revoking previous proxies, hereby appoints Alan GoodsonMegan Kennedy, Katherine Corey, Andrew Kim and Megan Kennedy,Robert Hepp, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeenabrdn Asia-Pacific Income Fund, Inc., which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held virtuallyon Thursday, May 16, 2024, at the following Website: www.meetingcenter.io/213814946 on April 29, 2021, at 10:11:00 a.m. Eastern time,Time, at the offices of abrdn Inc., located at 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and at any adjournment thereof as indicated on the reverse side. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is ABD12021. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. matters.
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 director. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 FAX_31990_033021_Pref Directors.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 |
FAX_33187_041123_Pref
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
xxxxxxxxxxxxxx | code |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Aberdeen
abrdn Asia-Pacific Income Fund, Inc.
Shareholders Meeting to be held virtually on April 29, 2021,May 16, 2024, at 10:11:00 a.m. (Eastern Time)
The Proxy Statement for this meeting is available at: http://www.aberdeenFAX.com abrdnfax.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 Meeting and Proxy Statement dated March 31, 2021 and upon all other such matters as may properly come before the meeting or any adjournment thereof. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: A 1. Proposals THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR IN THE PROPOSALS. To elect one Class III Director of the Fund, for a three-year term until the 2024 Annual Meeting of Stockholders and until such Director’s successor is duly elected and qualify. FOR AGAINST ABSTAIN 01. Radhika Ajmera 2. To elect one Preferred share Director of the Fund, for a three-year term until the 2024 Annual Meeting of Stockholders and until such Director’s successor is duly elected and qualify. FOR AGAINST ABSTAIN 01. William J. Potter 3. To consider the continuation of the term of one Class I Director under the Fund’s Corporate Governance Policies for a one-year term ending in 2022, and a Class II Director for a two-year term ending in 2023. FOR AGAINST ABSTAIN 01. Neville J. Miles (Class I) 02. P. Gerald Malone (Class II) Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below B 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 FAX2 31990 xxxxxxxx Scanner bar code // X
In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement dated April 9, 2024 and upon all other such matters as may properly come before the meeting or any adjournment thereof. |
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: | X |
Proposals | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTORS IN THE PROPOSALS. |
1. | To elect two Class III Directors of the Fund, for a three-year term until the 2027 Annual Meeting of Shareholders. |
FOR | AGAINST | ABSTAIN | ||
01. Radhika Ajmera | ☐ | ☐ | ☐ |
FOR | AGAINST | ABSTAIN | ||
02. Rahn Porter | ☐ | ☐ | ☐ |
2. | To consider the continuation of the term of one Director under the Fund’s Corporate Governance Policies. |
FOR | AGAINST | ABSTAIN | ||
01. P. Gerald Malone (Class II Director, 3-year term ending 2026) | ☐ | ☐ | ☐ |
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 | ||
// | ||||
Scanner bar code |
xxxxxxxxxxxxxx | FAX2 33187 | xxxxxxxx |
ABRDN GLOBAL INCOME FUND, INC. PO Box 43131 Providence, RI 02940-3131 | EVERY 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 16, 2024 |
EVERY SHAREHOLDER’S 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 VIRTUAL MEETING at the following Website www.meetingcenter.io/213814946 on April 29 at 10:00 a.m. Eastern Time To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card The Password for this meeting is ABD12021
Please detach at perforation before mailing. PROXY ABERDEEN ASIA-PACIFIC INCOME FUND, INC.
PROXY | ABRDN GLOBAL INCOME FUND, INC. |
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 2021 MAY 16, 2024
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.DIRECTORS. The undersigned shareholder(s) of Aberdeen Asia-Pacificabrdn Global Income Fund, Inc. (the “Fund”), revoking previous proxies, hereby appoints Alan GoodsonMegan Kennedy, Katherine Corey, Andrew Kim and Megan Kennedy,Robert Hepp, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeen Asia-Pacificabrdn Global Income Fund, Inc., which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held virtuallyon Thursday, May 16, 2024, at 11:30 a.m. Eastern Time, at the following Website: www.meetingcenter.io/213814946 on April 29, 2021,offices of abrdn Inc., located at 10:00 a.m. Eastern time,1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and at any adjournment thereof as indicated on the reverse side. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is ABD12021. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. matters.
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 director. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 FAX_31990_033021 Directors.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 |
FCO_33187_041123
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
xxxxxxxxxxxxxx | code |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Aberdeen Asia-Pacific
abrdn Global Income Fund, Inc.
Shareholders Meeting to be held virtually on April 29, 2021,May 16, 2024, at 10:0011:30 a.m. (Eastern Time)
The Proxy Statement for this meeting is available at: http://www.aberdeenFAX.com www.abrdnfco.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 Meeting and Proxy Statement dated March 31, 2021April 9, 2024 and upon all other such matters as may properly come before the meeting or any adjournment thereof. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: A 1. Proposals THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR IN THE PROPOSALS. To elect one Class III Director of the Fund, for a three-year term until the 2024 Annual Meeting of Stockholders and until such Director’s successor is duly elected and qualify. FOR AGAINST ABSTAIN 01. Radhika Ajmera 3. To consider the continuation of the term of one Class I Director under the Fund’s Corporate Governance Policies for a one-year term ending in 2022, and a Class II Director for a two-year term ending in 2023. FOR AGAINST ABSTAIN 01. Neville J. Miles (Class I) 02. P. Gerald Malone (Class II) Authorized Signatures This section must be completed for your vote to be counted.Sign and Date Below B 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 FAX1 31990 xxxxxxxx Scanner bar code // Xthereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: | X |
Proposals | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR IN THE PROPOSALS. |
1. | To elect two Class II Directors of the Fund, for a three-year term until the 2027 Annual Meeting of Shareholders. |
FOR | AGAINST | ABSTAIN | ||
01. Rahn Porter | ☐ | ☐ | ☐ |
02. Stephen Bird | ☐ | ☐ | ☐ |
2. | To consider the continuation of the term of one Director under the Fund’s Corporate Governance Policies. |
FOR | AGAINST | ABSTAIN | ||
01. P. Gerald Malone (Class I Director, 3-year term ending 2026) | ☐ | ☐ | ☐ |
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 | ||
// | ||||
Scanner bar code |
xxxxxxxxxxxxxx | FCO 33187 | xxxxxxxx |
ABRDN AUSTRALIA EQUITY FUND, INC. PO Box 43131 Providence, RI 02940-3131 | EVERY 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 16, 2024 |
EVERY SHAREHOLDER’S 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 VIRTUAL MEETING at the following Website www.meetingcenter.io/213814946 on April 29 at 10:30 a.m. Eastern Time To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card The Password for this meeting is ABD12021
Please detach at perforation before mailing. PROXY ABERDEEN GLOBAL INCOME FUND, INC.
PROXY | ABRDN AUSTRALIA EQUITY FUND, INC. |
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 2021 MAY 16, 2024
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.DIRECTORS. The undersigned shareholder(s) of Aberdeen Global Incomeabrdn Australia Equity Fund, Inc. (the “Fund”), revoking previous proxies, hereby appoints Alan GoodsonMegan Kennedy, Katherine Corey, Andrew Kim and Megan Kennedy,Robert Hepp, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeen Global Incomeabrdn Australia Equity Fund, Inc., which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held virtuallyon Thursday, May 16, 2024, at 12:00 p.m. Eastern Time, at the following Website: www.meetingcenter.io/213814946 on April 29, 2021,offices of abrdn Inc., located at 10:30 a.m. Eastern time,1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and at any adjournment thereof as indicated on the reverse side. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is ABD12021. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. matters.
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 director. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 FCO_31990_033021 Directors.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 |
IAF_33187_041423
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
xxxxxxxxxxxxxx | code |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Aberdeen Global Income
abrdn Australia Equity Fund, Inc.
Shareholders Meeting to be held virtually on April 29, 2021,May 16, 2024, at 10:30 a.m.12:00 p.m. (Eastern Time)
The Proxy Statement for this meeting is available at: http://www.aberdeenFCO.com www.abrdniaf.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 Meeting and Proxy Statement dated March 31, 2021April 9, 2024 and upon all other such matters as may properly come before the meeting or any adjournment thereof. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: A 1. Proposals THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR IN THE PROPOSALS. To elect one Class II Director of the Fund, for a three-year term until the 2024 Annual Meeting of Stockholders and until such Director’s successor is duly elected and qualify. FOR AGAINST ABSTAIN 01. William J. Potter 3. To consider the continuation of the term of one Class I Director under the Fund’s Corporate Governance Policies for a two-year term ending in 2023, and a Class III Director for a two-year term ending in 2022. FOR AGAINST ABSTAIN 01. Neville J. Miles (Class III) 02. P. Gerald Malone (Class I) Authorized Signatures This section must be completed for your vote to be counted.Sign and Date Below B 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 FCO1 31990 xxxxxxxx Scanner bar code // Xthereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: | X |
Proposals | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTORS IN THE PROPOSALS. |
1. | To elect two Class III Directors of the Fund, for a three-year term until the 2027 Annual Meeting of Shareholders. |
FOR | WITHHOLD | ||
01. Rahn Porter | ☐ | ☐ |
02. Stephen Bird | ☐ | ☐ |
2. | To consider the continuation of the terms of two Directors under the Fund’s Corporate Governance Policies. |
FOR | Against | Abstain | ||
01. P. Gerald Malone (Class II Director, 3-year term ending 2026) | ☐ | ☐ | ☐ | |
02. Moritz Sell (Class I Director, 3-year term ending 2025) | ☐ | ☐ | ☐ |
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 | ||
// | ||||
Scanner bar code |
xxxxxxxxxxxxxx | IAF 33187 | xxxxxxxx |
EVERY SHAREHOLDER’S 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 VIRTUAL MEETING at the following Website www.meetingcenter.io/213814946 on April 29 at 11:00 a.m. Eastern Time To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card The Password for this meeting is ABD12021 Please detach at perforation before mailing. PROXY ABERDEEN AUSTRALIA EQUITY FUND, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2021 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholder(s) of Aberdeen Australia Equity Fund, Inc. (the “Fund”), revoking previous proxies, hereby appoints Alan Goodson and Megan Kennedy, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeen Australia Equity Fund, Inc. which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held virtually at the following Website: www.meetingcenter.io/213814946 on April 29, 2021, at 11:00 a.m. Eastern time, and at any adjournment thereof as indicated on the reverse side. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is ABD12021. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. 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 director. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 IAF_31990_033121 PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Aberdeen Australia Equity Fund, Inc. Shareholders Meeting to be held virtually on April 29, 2021, at 11:00 a.m. (Eastern Time) The Proxy Statement for this meeting is available at: http://www.aberdeenIAF.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 Meeting and Proxy Statement dated March 31, 2021 and upon all other such matters as may properly come before the meeting or any adjournment thereof. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: A 1. Proposals THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR IN THE PROPOSALS. To elect one Class III Director of the Fund, for a three-year term until the 2024 Annual Meeting of Stockholders and until such Director’s successor is duly elected and qualify. FOR AGAINST ABSTAIN 01. William J. Potter 3. To consider the continuation of the term of two Class I Directors under the Fund’s Corporate Governance Policies for a one-year term ending in 2022, and one Class II Director, for a two-year term ending in 2023. FOR AGAINST ABSTAIN 01. Neville J. Miles (Class I) 02. Moritz Sell (Class I) 03. P. Gerald Malone (Class II) Authorized Signatures This section must be completed for your vote to be counted.Sign and Date Below B 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 IAF1 31990 xxxxxxxx Scanner bar code // X