UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
Filed by the Registrant x | ||||
Filed by a Party other than the Registranto | ||||
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o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material under §240.14a-12 |
Aberdeen Asia-Pacific Income 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):
Aberdeen Asia-Pacific Income Fund, Inc. Aberdeen Global Income Fund, Inc. Aberdeen 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): | ||||
x | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transaction applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
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o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(4) | Date Filed: | ||
Aberdeen Asia-pacific income Fund, Inc.ABERDEEN ASIA-PACIFIC INCOME FUND, INC.
ABERDEEN GLOBAL INCOME FUND, INC.
ABERDEEN AUSTRALIA EQUITY FUND, INC.
1900 Market Street, Suite 200
Philadelphia, PA 19103
March 9, 2020NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 29, 2021
TO THE SHAREHOLDERS:
Dear Shareholder:
You are cordially invited to attendNOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the “Annual Meeting”) and a special meeting of shareholders (the “Special Meeting”, and together with the Annual Meeting, the “Meetings”)each of Aberdeen Asia-Pacific Income Fund, Inc. (the “Fund”, Aberdeen Global Income Fund, Inc. and Aberdeen Australia Equity Fund, Inc. (each, a "Fund," and collectively, the "Funds") to be held on Friday, April 24, 2020 at(each meeting, an "Annual Meeting," and collectively, the offices of Aberdeen Standard Investments Inc., 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103. The Annual Meeting"Annual Meetings") will be held in a virtual meeting format on the following dates and at the following times:
Aberdeen Asia-Pacific Income Fund, Inc. (NYSE MKT: "FAX") April 29, 2021 10:00 a.m. eastern time
Aberdeen Global Income Fund, Inc. (NYSE MKT: "FCO") April 29, 2021 10:30 a.m. (Eastern time) and the Special Meeting will be held ateastern time
Aberdeen Australia Equity Fund, Inc. (NYSE MKT: "IAF") April 29, 2021 11:00 a.m. (Eastern time).
eastern time
The purpose of the Annual Meetings is to seek shareholder approval ofconsider and act upon the following proposals described in the enclosed proxy statement. At(each a "Proposal") for each Fund, as applicable, and to consider and act upon such other matters as may properly come before the Annual Meeting, shareholdersMeetings or any adjournments or postponements thereof:
Proposal 1: Election of the Fund are being askedCommon Share Directors
FAX — To elect one Class III Director, to approve the following three proposals: toserve for a three-year term.
FCO — To elect one Class II Director, to serve for a three-year term;term.
IAF — To elect one Class III Director, to serve for a three-year term.
Proposal 2: Election of Preferred Share Directors
FAX — To elect one Preferred Share Director, to serve for a three-year term.
Proposal 3: To consider the continuation of the term of two Directors for FAX, two Directors for FCO and three 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, 2021 (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 the Annual Meetings, 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 at the Record Date, such as a letter or account statement from the person's broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. If you hold your shares through an intermediary, such as a bank or broker, you must register 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.
This notice and related proxy materials are first being mailed to shareholders on or about March 31, 2021.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meetings of Shareholders to Be Held on Thursday, April 29, 2021: This Notice, the Joint Proxy Statement and the form of proxy card(s) are available on the Internet at http://www.aberdeenstandard.com/en-us/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 Secretary
Aberdeen Asia-Pacific Income Fund, Inc.
Aberdeen Global Income Fund, Inc.
Aberdeen Australia Equity Fund, Inc.
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, 2021
Philadelphia, Pennsylvania
ABERDEEN ASIA-PACIFIC INCOME FUND, INC. ("FAX")
ABERDEEN GLOBAL INCOME FUND, INC. ("FCO")
ABERDEEN 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, 2020
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 format on Thursday, April 29, 2021 and at any adjournments or postponements thereof. A Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy Card") accompany this Joint Proxy Statement. This Joint Proxy Statement is first being mailed to shareholders on or about March 31, 2021.
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 one Class III Director, to serve for a three-year term.
FCO — To elect one Class II Director, to serve for a three-year term.
IAF — To elect one Class III Director, to serve for a three-year term.
Proposal 2: To elect one Preferred Share Director
FAX — To elect one Preferred Share Director to serve for a three-year term by the preferred shareholders voting as a separate class; and toclass.
Proposal 3: To consider the continuation of the term of one Directortwo Directors for FAX, two Directors for FCO and three Directors for IAF under the Fund’seach Fund's Corporate Governance Policies (collectively,Policies.
All properly executed proxies received prior to a Meeting will be voted at the “Annual Meeting, Proposals”)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). AtThe persons named as proxy holders on the SpecialProxy Card will vote in their discretion on any other matters that may properly come before each Meeting shareholdersor 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 are being asked to approve the following proposal: to amend several of the Fund’s fundamental investment policies and to convert many of the Fund’s investment policies that are fundamental investment policies to non-fundamental investment policies (the “Special Meeting Proposal” and collectively with the “Annual Meeting Proposals,” the “Proposals”).
If approved by shareholders at the Meetings, the election of the nominee for Class II Director and the nominee for the Preferred Share Director and the continuation of the term of one Director would take effect immediately, while the Special Meeting Proposal would take effect within ten (10) business days of their approval by shareholders.
The Board has unanimously approved and recommends that you vote “FOR” each of the Proposals.
I encourage you to carefully review the enclosed materials, which explain the Proposals in more detail.As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Meetings. You may vote using one of the methods below by following the instructions on your proxy cards:
If you do not vote using one of these methods, you may be called by AST Fund Solutions, LLC, the Fund’s proxy solicitor, to vote your shares.
If you have any questions regarding the enclosed proxy materials or need assistance in voting your shares, please call the Fund at 1-800-522-5465 or call AST Fund Solutions LLC, the Fund’s proxy solicitor, at (800) 814-9324 (Monday to Friday, 9:00 a.m. to 10:00 p.m., Eastern time).
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IMPORTANT INFORMATION
FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed proxy statement for Aberdeen Asia-Pacific Income Fund, Inc. (the “Fund”), for your convenience we have provided a brief overview, in a Question and Answers format, of the proposals to be voted on.
Questions and Answers
Q. Why am I receiving this proxy statement?
A. The annual meeting of shareholders (the “Annual Meeting”) and a special meeting of shareholders (the “Special Meeting” and together with the Annual Meeting, the “Meetings”) of the Fund each will be held on Friday, April 24, 2020 at the offices of Aberdeen Standard Investments Inc.Fund(s), 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103. The AnnualPA 19103, or by virtually attending a Meeting will be held at 10:30 a.m. (Eastern time) and voting. Shareholders may authorize proxy voting by using the Special Meeting will be held at 11:00 a.m. (Eastern time). The enclosed Proxy Card along with the enclosed envelope with pre-paid postage. Shareholders may also authorize proxy statement describes proposals that willvoting by
telephone or through the internet by following the instructions contained on their 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, virtually or by proxy, of the shareholders entitled to cast a majority of all the votes entitled to be cast at the Meetings,Meeting on any matter shall be necessary and which are being made in connection withsufficient to constitute a quorum for the proposed Director electionstransaction of business. For purposes of determining the presence of a quorum at a Meeting, withheld votes and fundamental investment policy changes. As a shareholder ofbroker 'non-votes' (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the Fund as of the close of business on March 5, 2020 (the “Record Date”), you arebeneficial owner or other persons entitled to notice of and to vote at the Meetingsshares on a particular Proposal with respect to which the Proposals (as defined below).brokers or nominees do not have discretionary power) will be treated as shares that are present at the Meeting.
Q. What am I being asked to vote “FOR” in the proxy statement?
A. The purpose of the Meetings is to seek shareholder approval of proposals recently approved by the Fund’s Board of Directors (the “Board,” the members of which are referred to as “Directors”).
Specifically, shareholders of the Fund are being asked:
At the Annual Meeting:
(Annual Meeting Proposals 1, 2 and 3 are collectively referred to as the “Annual Meeting Proposals”).
At the Special Meeting:
1: To approve the amendments to, or the elimination of, the Fund’s fundamental investment policies as follows:
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(Special Meeting Proposal 1 is referred to as the “Special Meeting Proposal”, and collectively with the Annual Meeting Proposals, the “Proposals”).
Q. How do the Directors of the Fund recommend that I vote?
A. The Directors of the Fund recommend that you vote “FOR” the Proposals.
Q. What is the required vote?
A. With respectregard to Proposal 1 for the Annual Meeting,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, at a meeting at which a quorum is present is necessary for the election of a common share Director, provided that, for the Fund, if the number of nominees for Director, as determined by the Secretary of the Fund, 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. 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, provided that if the number of nominees for common share Director, as determined by the Secretary of the Fund, exceeds the number of common share Directors to be elected, the common share Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy.Director. Approval of Proposal 2 for the Annual MeetingFAX 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 in personvirtually or by proxy. With respect to Proposal 3, for the Annual Meeting, the vote of a majority of the votes cast at a meeting at which a quorum is present is required. For purposes of the Annual Meeting Proposals,election of Directors for FAX and FCO, withheld votes and broker ‘non-votes’'non-votes' will not be counted as votes cast and will have no effect on the result of the vote.
The Special Meeting Proposal must be approved by the affirmative vote of the lesser of (1) more than 50% of the outstanding voting securities of the Fund, or (2) 67% or more of the voting securities of the Fund present at the Special Meeting, if more than 50% of the outstanding voting securities of the Fund are represented at the Special Meeting in person or by proxy. Additionally, the Special Meeting Proposal must also receive a vote of the majority of the outstanding shares of preferred stock, voting separately as a single class. Therefore, if the Special Meeting Proposal receives the required vote from all of the outstanding voting securities, but does not receive the required vote by the shares of preferred stock voting separately as a single class, or vice versa, the Special Meeting Proposal will not have been approved. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions and broker “non-votes” will be treated as shares that are present and will have the effect of votes “against” the Special Meeting Proposal. Accordingly, shareholders are urged to forward their voting instructions promptly.
Q. What happens if shareholders do not approve the Special Meeting Proposal?
A. In the event that the Special Meeting Proposal is not approved by the shareholders of the Fund, the fundamental investment policy changes approved by the Board will not be implemented, and the Fund will continue to be managed in accordance with its current stated fundamental investment policies. The Board may consider other courses of action.
Q. Is the Fund paying for the preparation, printing and mailing of the proxy materials?
A. The expense of preparation, printing and mailing of the enclosed proxy cards and accompanying Notices and Proxy Statement will be borne by the Fund.
Q. How do I vote my shares?
A. You can vote in one of the following four ways:
To vote by telephone or Internet, you will need the “control number” that appears on your proxy card(s).
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Q. Will anyone contact me?
A. You may receive a call to verify that you received your proxy materials, to answer any questions you may have about the Proposals and to encourage you to vote.
Please vote. Your vote is important.
We urge you to indicate your voting instructions on the proxy cards, if received by mail, date and sign them and return them promptly in the envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” each Proposal. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at Meetings.
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Aberdeen Asia-pacific income Fund, Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 24, 2020
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Aberdeen Asia-Pacific Income Fund, Inc. (NYSE MKT: “FAX”) (the “Fund”) (the “Annual Meeting”) will be held at the offices of Aberdeen Standard Investments Inc. located at 1900 Market Street, Suite 200, Philadelphia, PA 19103, on April 24, 2020 at 10:30 a.m., Eastern time.
The purpose of the Annual Meeting is to consider and act upon the following proposals (each a “Proposal”) for the Fund and to consider and act upon such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof:
Proposal 1: To elect one Class II Director to serve for a three-year term.
Proposal 2: 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 one Director under the Fund’s Corporate Governance Policies (Class I Director, three-year term ending 2022).
Each Proposal is discussed in greater detail in the enclosed Proxy Statement. You are entitled to notice of, and to vote at, the Annual Meeting if you owned shares of the Fund at the close of business on March 5, 2020 (the “Record Date”). If you attend the Annual Meeting, you may vote your shares in person. Even if you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed postage-paid envelope or authorize your proxy by telephone or through the Internet.
We will admit to the Annual Meeting (1) all shareholders of record on the Record Date, (2) persons holding proof of beneficial ownership at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to the Annual Meeting must present photo identification. If you plan to attend an Annual Meeting, we ask that you call us in advance at 1-800-522-5465.
This notice and related proxy materials are first being mailed to shareholders on or about March 9, 2020.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 24, 2020: This Notice, the Proxy Statement and the form of proxy card are available on the Internet athttp://www.aberdeenfax.com. On this website, you will be able to access the Notice, the Proxy Statement, the form of proxy card and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.
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WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. ACCORDINGLY, YOU ARE REQUESTED TO PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD FOR THE ANNUAL MEETING PROMPTLY, OR TO AUTHORIZE THE PROXY VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
March 9, 2020
Philadelphia, Pennsylvania
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Aberdeen Asia-pacific income Fund, Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on April 24, 2020
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Aberdeen Asia-Pacific Income Fund, Inc. (NYSE MKT: “FAX”) (the “Fund”) (a “Special Meeting”) will be held at the offices of Aberdeen Standard Investments Inc. (formerly Aberdeen Asset Management Inc.) located at 1900 Market Street, Suite 200, Philadelphia, PA 19103, on April 24, 2020 at 11:00 a.m., Eastern time.
The purpose of the Special Meeting is to consider and act upon the following proposal (the “Special Meeting Proposal”) for the Fund and to consider and act upon such other matters as may properly come before the Special Meeting or any adjournments or postponements thereof:
1. To approve the amendments to, or the elimination of, the Fund’s fundamental investment policies as follows:
The Special Meeting Proposal is discussed in greater detail in the enclosed Proxy Statement. You are entitled to notice of, and to vote at, the Special Meeting of the Fund if you owned shares of the Fund at the close of business on March 5, 2020 (the “Record Date”). If you attend the Special Meeting, you may vote your shares in person. Even if you expect to attend the Special Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed postage-paid envelope or authorize your proxy by telephone or through the Internet.
We will admit to the Special Meeting (1) all shareholders of record on the Record Date, (2) persons holding proof of beneficial ownership at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to the Special Meeting must present photo identification. If you plan to attend an Special Meeting, we ask that you call us in advance at 1-800-522-5465.
This notice and related proxy materials are first being mailed to shareholders on or about March 9, 2020.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on April 24, 2020: This Notice, the Proxy Statement and the form of proxy card are available on the Internet athttp://www.aberdeenfax.com. On this website, you will be able to access the Notice, the Proxy Statement, the form of proxy card and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.
By order of the Board of Directors,
Megan Kennedy, Vice President and Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. ACCORDINGLY, YOU ARE REQUESTED TO PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD FOR THE MEETING PROMPTLY, OR TO AUTHORIZE THE PROXY VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
[March 9], 2020
Aberdeen asia-pacific income Fund, Inc. (“FAX”)
(the “Fund”)
1900 Market Street, Suite 200
Philadelphia, PA 19103
PROXY STATEMENT
For the Annual and Special Meetings of Shareholders
each to be held on April 24, 2020
This Proxy Statement is furnished in connection with the solicitation of proxies by the Fund’s Board of Directors (the “Board” with members of the Board being referred to as “Directors”) to be voted at the annual meeting of shareholders (the “Annual Meeting”) and a special meeting of shareholders (the “Special Meeting” and together with the Annual Meeting, the “Meetings”) to be held at the offices of Aberdeen Standard Investments Inc. (“ASI”) located at 1900 Market Street, Suite 200, Philadelphia, PA 19103, on Friday, April 24, 2020 and at any adjournments or postponements thereof. A Notice of Annual Meeting of Shareholders, a Notice of Special Meeting of Shareholders and proxy cards (each a “Proxy Card”) accompany this Proxy Statement. This Proxy Statement is first being mailed to shareholders on or about March 9, 2020.
The purpose of the Meetings is to seek shareholder approval of the following proposals:
At the Annual Meeting:
(Annual Meeting Proposals 1, 2 and 3 are collectively referred to as the “Annual Meeting Proposals”).
At the Special Meeting:
1. To approve the amendments to, or the elimination of, the Fund’s fundamental investment policies as follows:
(Special Meeting Proposal 1 is referred to as the “Special Meeting Proposal”, and collectively with the Annual Meeting Proposals, the “Proposals”).
All properly executed proxies received prior to the Meetings will be voted at the Meetings, 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. The persons named as proxy holders on the Proxy Card will vote in their discretion on any other matters that may properly come before the Meetings or any adjournments or postponements thereof. Any proxy may be revoked at any time prior to its exercise by submitting a properly executed, subsequently dated Proxy Card, giving written notice to Megan Kennedy, Secretary of the Fund, 1900 Market Street, Suite 200, Philadelphia, PA 19103, or by attending the Meetings and voting in person. Shareholders may authorize proxy voting by using the enclosed Proxy Card along with the enclosed envelope with pre-paid postage. Shareholders may also authorize proxy voting by telephone or through the internet by following the instructions contained on their Proxy Card. Shareholders do not have dissenter’s rights of appraisal in connection with any of the matters to be voted on by the shareholders at the Meetings.
The presence at the Meetings, in person or by proxy, of the shareholders entitled to cast a majority of all the votes entitled to be cast at the Meetings 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 the Meetings, withheld votes 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 Meetings.
With respect to Proposal 1 for the Annual Meeting, the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is necessary for the election of a common share Director, provided that, if the number of nominees for common share Director, as determined by the Secretary of the Fund, exceeds the number of common share Directors to be elected, the common share Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy. Approval of Proposal 2 for the Annual Meeting 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 in person or by proxy. With respect to Proposal 3 for the Annual Meeting, the vote of a majority of the votes cast at a meeting at which a quorum is present is required. For purposes of the Annual Meeting Proposals,election of Directors for IAF, withheld votes and broker ‘non-votes’ will not be counted as votes cast and will have no effect on the result of the vote.
The Special Meeting Proposal must be approved by the affirmative vote, of the lesser of (1) more than 50% of the outstanding voting securities of the Fund, or (2) 67% or more of the voting securities of the Fund present at the Special Meeting, if more than 50% of the outstanding voting securities of the Fund are represented at the Special Meeting in person or by proxy. Additionally, the Special Meeting Proposal must receive a vote of the majority of the outstanding shares of preferred stock, voting separately as a single class. Therefore, if the Special Meeting Proposal receives the required vote from all of the outstanding voting securities, but does not receive the required vote by the shares of preferred stock voting separately as a single class, or vice versa, the Special Meeting Proposal will not have been approved. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions and broker “non-votes”'non-votes' will be treated as shares that are present and will havevoted "FOR" the effect of votes “against” the Special Meeting Proposal. Accordingly, shareholders are urged to forward their voting instructions promptly.
TheEach Board has adopted certain corporate governance policies for theeach Fund which include (i) a resignation policy which generally provides that (notwithstanding the plurality voting standard for IAF) an Independent Director, in an uncontested election, who does not receive a majority of votes “FOR”"FOR" his or her election at a meeting of shareholders shall be deemed to have tendered his or her resignation, subject to the Board’sa Board's acceptance or rejection of such resignation, which Board determination will be disclosed publicly to Fund shareholders; (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’sDirector's election to the Board, or (c) the Board’s initial approval of the corporate governance policies, 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. With respect to clause (ii) above, Independent Directors currently serving on the Boards will be submitted to shareholdersstockholders 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’smember's three-year term in office after the end of such Independent Director’sDirector's current term.
If a quorum is not present in personvirtually or by proxy at the time a Meeting is called to order, the Chairman of the Meeting may adjourn the Meeting. For FAX or FCO, if a quorum is present but there are not sufficient votes to approve the Proposal, the chairman of the Meeting will haveor the power to adjourn the Meeting, without notice other than an announcement at the Meeting, until the requisite number of sharesshareholders entitled to vote at such Meeting present virtually, by a majority of the votes validly cast, may adjourn the Meeting is present.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. At such adjourned Meeting, any business may be transacted which might have been transacted at the original Meeting. If a quorum is present but there are not sufficient votes to approve a Proposal, the chairman of the Meeting or the shareholders entitled to vote at such Meeting present in person, by a majority of the votes validly cast, may adjourn the Meeting to permit further solicitation of proxies on that Proposal.
We will admit to the Meetingsa Meeting (1) all shareholders of record on March 5, 20202021 (the “Record Date”"Record Date"), (2) persons holding proof of beneficial ownership at the Record Date, such as a letter or account statement from the person’sperson'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, ifIf you arehold your shares through an intermediary, such as a shareholder of recordbank or a proxy holder of a shareholder of record,broker, you must bring a form of personal identification to the Meetings, where your name will be verified against our shareholder list. If a broker or other nominee holds your shares and you planregister in advance to attend the Meetings,Annual Meetings. To register you should bringmust 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 must be received no later than 5:00 p.m., Eastern Time, on April 23, 2021. You will receive a recent brokerage statement showingconfirmation email from Computershare of your ownership of the shares, as well asregistration and a form of personal identification. Ifcontrol number that will allow you are a beneficial owner and plan to vote at the Meetings, you should also bring a proxy card from your broker.Annual Meetings.
TheEach Board has fixed the close of business on March 5, 20202021 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Meetingseach Meeting and at any adjournment or postponement thereof. Shareholders on the Record Date for theeach Fund will be entitled to one vote for each share held for the Meetings.their respective Meeting. As of the Record Date, the following number of shares of each Fund were issued and outstanding:
FAX had 247,695,769outstanding 247,695,768 shares of common stock, par value $0.01 per share, and 2,000,000share.
FCO had outstanding 8,736,312 shares of preferredcommon stock, par value $25.00$0.001 per share, issued and outstanding.share.
IAF had outstanding 23,304,091 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 Friday,Thursday, April 24, 2020 at 1900 Market Street, Suite 200, Philadelphia, PA 19103.29, 2021 in a virtual meeting format. The Proxy Materials and Fund’seach Fund's most recent annual report for the fiscal year ended October 31, 2020 are available on the Internet athttp://www.aberdeenfax.comwww.aberdeenstandard.com/en-us/cefinvestorcenter. TheEach Fund will furnish, without charge, a copy of its annual report for the fiscal year ended October 31, 2019,2020, and any more recent reports, to any Fund shareholder upon request. To request a copy, please write to the FundFunds c/o Aberdeen Standard Investments Inc., 1900 Market Street, Suite 200, Philadelphia, PA 19103, or call 1-800-522-5465. You may also call for information on how to obtain directions to be able to register to attend the Meetings and vote in person.a Meeting.
ANNUAL MEETING PROPOSALS
Annual Meeting Proposal 1: Election of Class II DirectorCommon Share Directors
The Fund’sEach Fund's bylaws provide that the Fund’sFund's Board be elected by holders of the Fund’sFund's common stockshares 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”"interested persons" (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act")), of theeach Fund, the Fund’sFunds' investment manager, Aberdeen Standard Investments (Asia) Limited (the “Investment Manager”"Investment Manager" or “ASIAL”"ASIAL"), the Fund’sFunds' investment adviser, Aberdeen Standard Investments Australia Limited (the “Investment Adviser”"Investment Adviser" or “ASI Aus”"ASI Aus") or, in the Fund’scase of FCO, the investment sub-adviser, Aberdeen Asset Managers Limited (the “Sub-Adviser”"Sub-Adviser" or “AAML”"AAML"), are referred to in this Joint Proxy Statement as “Interested "Interested
Directors.”" Directors who are not interested persons, as described above, are referred to in this Joint Proxy Statement as “Independent"Independent Directors.”"
TheEach Board, including the Independent Directors, upon the recommendation of the Board’seach Board's Nominating and Corporate Governance Committee, which is composed entirely of Independent Directors, has nominated the following individualindividuals for election as a common share DirectorDirectors to its Board as follows:
Aberdeen Asia-Pacific Income Fund, Inc. Radhika Ajmera (Class III Director, 3-year term ending 2024)
P. Gerald MaloneAberdeen Global Income Fund, Inc. William J. Potter (Class II Director, three-year3-year term ending 2023)2024)
Aberdeen Australia Equity Fund, Inc. William J. Potter (Class III Director, 3-year term ending 2024)
The nomineeEach of the nominees has indicated an intention to serve as Director if elected and has consented to be named in this Joint Proxy Statement.
It is the intention of the persons named as proxies on the enclosed Proxy Card(s)proxy card(s) to vote “FOR”"FOR" the election of Mr. Malone as a Class II Directorthe persons indicated above to serve for a three-year term.as common share Directors. The Board knowsBoards know of no reason why the nomineeany 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 nomineenominees as the Fund’saffected Fund's Board may recommend.
The Directors, including the Independent Directors, unanimously recommend that shareholders vote “FOR” Mr. Malone for Class II Director."FOR" the nominees as Directors.
Annual Meeting Proposal 2: Election of FAX Preferred Share Director
The Fund’sFund's Articles Supplementary provide that the Fund’sFund's preferred share Directors be elected by holders of the Fund’sFund's preferred stock.
The Board, including the Independent Directors, upon the recommendation of the Board’sBoard'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:
Peter D. SacksWilliam J. Potter (Preferred Share Director, three-year term ending 2023)2024)
It is the intention of the persons named as proxies on the enclosed Proxy Card(s) to vote “FOR”"FOR" the election of Mr. SacksPotter to serve as a preferred share Director for a three-year term. The Board knows of no reason why Mr. SacksPotter 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’sFund's Board may recommend.
The Directors, including the Independent Directors, unanimously recommend that shareholders vote “FOR” Mr. Sacks for preferred share Director.
Annual Meeting Proposal 3: Consideration of Continuation of Term for Director under the Corporate Governance Policies (Class I Director, three-year term ending 2022)
As stated above, the Board has adopted the Corporate Governance Policies for the Fund 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 Managerinvestment manager of the Fund or (b) the Independent Director’sDirector's election to the Board, or (c) the Board’s initial approval of the Corporate Governance Policies, the Independent Director will be put forth for consideration by shareholders annually. Under the Corporate Governance Policies, Independent Directors currently serving on the Boards at the time of the adoption of the Corporate Governance Policies will be submitted to shareholdersstockholders 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’smember's three-year term in office after the end of such Independent Director’s term during which the Corporate Governance Policies were approved.Director's current term. P. Gerald Malone, Neville J. Miles an Independent Director,and Moritz Sell have each served out histheir term of office during which the Corporate Governance Policies were approved as well as a three-year term of office following that term. HeThey
each much therefore must be put forth for consideration by shareholders annually pursuant to the Corporate Governance Policies.
TheEach Board, including the Independent Directors, upon the recommendation of the Board’sBoard's Nominating and Corporate Governance Committee, which is composed entirely of Independent Directors, recommends the continuation of the term of following individualindividuals put forth for consideration under the Funds' Corporate Governance Policies:
Aberdeen Asia-Pacific Income Fund, Inc. Neville J. Miles (Class I Director, three-year3-year term ending 2022)
P. Gerald Malone (Class II Director, 3-year term ending 2023)
Aberdeen 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)
Aberdeen Australia Equity Fund, Inc. Neville J. Miles (Class I Director, 3-year term ending 2022)
Moritz Sell (Class I Director, 3-year term ending 2022)
P. Gerald Malone (Class II Director, 3-year term ending 2023)
If this Proposal 3 does not receive a majority of the votes cast on the terms set forth in the Fund’s bylaws,FAX and FCO's by-laws, Mr. Miles or Mr. Malone will be deemed to have tendered his resignation for consideration by the FAX or FCO Board. In such instance,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 IAF Board. The Nominating and Corporate Governance Committee wouldof 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 Board would thenrespective Board(s) shall act on the resignation, taking into account the Nominating and Corporate Governance Committee’sCommittee'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 wouldand Mr. Sell each will not participate in the Nominating and Corporate Governance Committee’sCommittee's recommendation or the Board’srespective Board's decision.
It is the intention of the persons named as proxies on the enclosed proxy card(s) to vote “FOR”"FOR" the continuationelection of the term of Mr. Milespersons indicated above to continue to serve as common share Director. TheDirectors. Each Board knows of no reason why Mr. Milesthese nominees will be unable to continue to serve, but in the event of any such inability, the proxies received will be voted for such substituted nomineenominees as the Fund’saffected Fund's Board may recommend.
The Directors, including the Independent Directors, unanimously recommend that shareholders vote “FOR”"FOR" the continuation of the term of Mr. Miles as a Directorthe Directors under the Corporate Governance Policies.
The following tables set forth certain information regarding the nominees for election to the BoardBoards of the Fund, the DirectorFunds, 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 | Position(s) | Term of Office | Principal | Number of Portfolios in Fund Complex* Overseen by | Other | ||||||||||||||||||
Independent Nominees for Director: | |||||||||||||||||||||||
| FAX Preferred Share Director IAF Class III Director; FCO Class II Director | FAX, IAF, FCO Terms expire 2021. IAF Director since 1985; FAX Director since 1986; FCO Director since 1992. | Mr. Potter has been the Chairman of Arsenal Square Holdings (consulting and advisory) since 2018, a Director of Alexandria Bancorp (international banking and trustee services) since 1989, a Director of the National Foreign Trade Council (international trade) 1983-2017, director of Howell Biopharma Ltd (healthcare) since 2018, and director and chairman of Arrow Robotics Ltd (technology) since 2018. He also serves on the boards or advisory boards of a number of private companies and charities including the Queen Elizabeth September 11th Garden and the National Foundation for Cancer Research. | 3 | None. | ||||||||||||||||||
Radhika Ajmera*** c/o Aberdeen Standard Investments Inc. 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1964 | FAX and FCO Class III Director; IAF Class II Director | FAX Nominee for a Term expiring in 2024, FCO Term expires 2022, IAF Term expires 2023 FAX, FCO, IAF Director since April 29, 2021. | Ms. Ajmera has been an Independent Trustee of Aberdeen Funds since 2020. She is also an independent non-executive director of Aberdeen Asia-Pacific Income Investment Company Limited (Canadian investment fund) since June 2015 and of Aberdeen Japan Equity Fund Inc. since September 2014 where she was appointed Chair effective December 2017. | 21 | 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 the Past Five Years | Number of Portfolios in Fund Complex* Overseen by Director | Other Directorships Held by Director During the Past Five Years | |||||||||||||||||||||
Independent Directors whose terms of office continue beyond the Annual Meeting: | ||||||||||||||||||||||||||
P. Gerald Malone** † c/o Aberdeen Standard Investments Inc. 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1950 | FAX, FCO Chairman of the Board; FAX, IAF Class II Director; FCO Class I Director | FAX, IAF, FCO Terms expire 2023. FAX Director since 2001; FCO Director since 2005; IAF Director since 2008. |
| 26 | Director of | |||||||||||||||||||||
| FAX Preferred Share Director; IAF, FCO Class I Director |
2023. | 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 | ||||||||||||||||||||||
Swiss Helvetia Fund (since June 2017) and High Income Securities Fund (since June 2018). | ||||||||||||||||||||||||||
Neville J. Miles**†
| IAF Chairman of the Board; FAX, IAF Class I Director; FCO Class III Director | IAF Director since 1996; FAX, FCO Director since 1999. |
| Mr. Miles is a non-executive director of a number of Australian and overseas | companies and serves as Chairman of Ballyshaw Pty. Ltd. (share trading, real estate development and investment) |
| 20 |
|
Year of | Held with Fund(s) | and | ||||||||||||||||||||||||||||||
Time Served | Principal Occupation(s) During the Past Five Years | Number of Portfolios in Fund Complex* Overseen by Director | Other Directorships Held by Director During the Past Five Years | |||||||||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||||||||
Interested Director whose term of office continues beyond the Annual Meeting: | ||||||||||||||||||||||||||||||||
Martin J.
Standard Investments Inc. | FCO Class III Director | FCO Director since 2001 |
| Mr. Gilbert | 24 | Aberdeen Australia Equity Fund, Inc. (IAF) (US closed end fund) The India Fund, Inc. (IFN) (US closed end fund) Aberdeen Asia-Pacific Income Investment Company Limited (a Toronto Stock exchange listed company) |
*Aberdeen 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 2217 portfolios), Aberdeen Investment Funds (which currently consists of 4 portfolios), Aberdeen Standard Investments ETFs (which currently consists of 2 portfolios), Aberdeen Japan Equity Fund, Inc., The India Fund, Inc., Aberdeen Standard Global Infrastructure Income Fund, Aberdeen Global Dynamic Dividend Fund, Aberdeen Total Dynamic Dividend Fund, Aberdeen Global Premier Properties Fund and Aberdeen Income Credit Strategies Fund have the same Investment Manager orand Investment Adviser as the Fund, or an investment adviser that is affiliated with the Investment Manager and Investment Adviser of the Fund and may thus be deemed to be part of the same “Fund Complex”"Fund Complex" as the Fund.
** Member of the Nominating and Corporate Governance Committee.
*** Ms. Ajmera has been appointed as a Class III Director of FAX and FCO and a Class II Director of IAF effective April 29, 2021.
**** Mr. Gilbert's term for FAX and IAF expires effective April 29, 2021.
† Member of the Audit and Valuation Committee.
†† Deemed to be an Interested Director of the FundFunds because of his affiliation with the Fund’sFunds' Investment Manager and Investment Adviser.
8
ADDITIONAL INFORMATION ABOUT THE DIRECTORS
TheEach Board believes that each Director’sDirector'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 thetheir respective Board. TheEach Board believes that the Directors’Directors' ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with ASIAL, ASI Aus and AAML, as applicable, other service providers, counsel and independent auditors; and to exercise effective business judgment in the performance of their duties, support this conclusion. TheEach Board has also considered the contributions that each Director can make to the respective Board on which he serves and to the Fund.Fund(s). A Director’sDirector's ability to perform his duties effectively may have been attained through the Director’sDirector's executive, business, consulting, and/or legal positions; experience from service as a Director of the FundFund(s) and other funds/portfolios in the Aberdeen 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, Chairman Vice-Chairmanof UK companies and non-executive director of a number of non-U.S. companies and director roles within the Aberdeen complex, board experience with other public companies and investment trusts; 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. Sacks, accountingMs. Ajmera, financial background (chartered accountant in Canada and South Africa), treasury experience in banking organizations, investment management and executive experience;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 Aberdeen complex.
TheEach Board believes that the significance of each Director’sDirector'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, theeach Board considers the complementary individual skills and experience of the individual Directors in the broader context of the Board’sBoard'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”("SEC"),
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 | Term of Office and Length of Time Served* | Principal Occupation(s) | |||||||||||||
Kenneth Akintewe** Aberdeen Standard Investments (Asia) Limited 21 Church Street #01-01 Capital Square Two Singapore 049480 Year of Birth: 1980 | FAX, FCO Vice President | Since 2014 | Currently, Head of Asian Sovereign Debt for ASIAL. Mr. Akintewe joined Aberdeen in 2002. | |||||||||||||
Joseph Andolina** | FAX, FCO, IAF Chief Compliance Officer and Vice | Since 2017 | Currently, Chief Risk | |||||||||||||
Mark Baker**
| FAX, FCO Vice President | Since 2019 | Currently, an Investment Director within the Emerging Markets Debt team at ASI. Mr. Baker joined ASI in | |||||||||||||
2012 | ||||||||||||||||
Chris Demetriou** Aberdeen Standard Investments Inc., 1900 Market St, Suite 200 Philadelphia, PA 19103 Year of Birth: 1983 |
| Since 2020 | Currently, Chief Executive Officer—Americas for ASI. Mr. Demetriou joined ASII in 2013, as a result of the acquisition of SVG, a FTSE 250 private equity investor based in London. | |||||||||||||
Sharon Ferrari** | FAX, FCO, IAF Assistant Treasurer | Since | ||||||||||||||
| Currently, Senior |
| |||||||||||||||||
Alan Goodson**
| FAX, FCO, IAF Vice 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 | |||||||||||||
Bev Hendry**
| FAX, FCO, IAF Vice President | Since 2015 | Currently Chairman | |||||||||||||
| ||||||||||||||||
| FAX, FCO, IAF Vice President, Secretary | Since 2008 | Currently, | |||||||||||||
Jason Kururangi Aberdeen Standard Investments Australia Limited Level 6, 201 Kent St Sydney, NSW 2000 Australia Year of Birth: 1986 |
| Since 2017 | Currently, Investment Manager on the Australian Equities desk for ASI Aus. Mr. Kururangi joined Aberdeen Asset Managers Limited in 2011. | |||||||||||||
Michelle Lopez Aberdeen Standard Investments Australia Limited Level 6, 201 Kent St Sydney, NSW 2000 Australia Year of Birth: 1982 | IAF—Vice President | Since 2019 | Currently, Head of Australian Equities on the Australian Equities team. Ms. Lopez joined ASI Aus in March 2004. | |||||||||||||
Adam McCabe**
| ||||||||||||||||
| FAX, FCO Vice President | Since 2011 | Currently, Head of Asian Fixed Income for | |||||||||||||
Andrea Melia**
| FAX, FCO, IAF Treasurer | Since 2009 | Currently, Vice President and | |||||||||||||
Jim O'Connor** Aberdeen Standard Investments Inc., 1900 Market St, Suite 200 Philadelphia, PA 19103 Year of Birth: 1976 | FAX, FCO, IAF Vice President | Since 2020 | Currently, Executive Director for Aberdeen Standard Investments Inc. Mr. O'Connor joined ASII in 2010 as U.S. Counsel. |
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 | ||||||||||||||
Christian Pittard** 1 Bread Street London | FAX, FCO, IAF President | Since 2009 | Currently, | ||||||||||||||
1999. | |||||||||||||||||
Lucia Sitar**
| FAX, FCO, IAF Vice President | Since 2008 | Currently, Vice President and |
* Officers hold their positions with the FundFund(s) until a successor has been duly elected and qualifies. Officers are elected annually by theeach Board.
** Messrs. Akintewe, Andolina, Baker, Cotton, Gilbert, Goodson, Hendry, Keener, McCabe and Pittard and Mses. Ferrari, Kennedy, Leong, Melia and Sitar 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 2217 portfolios) and Aberdeen Standard Investments ETFs (which currently consists of 2 portfolios)each of which may also be deemed to be a part of the same “Fund"Fund Complex.” "
10
Ownership of Securities
Set forth in the table below is the dollar range of equity securities in theeach Fund and the aggregate dollar range of equity securities in the Aberdeen 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. None
B. $1 — $10,000
C. $10,001 — $50,000
D. $50,001 — $100,000
E. over $100,000
Name of Director or Nominee | Dollar Range of Equity Securities Owned | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director or Nominee in the Family of Investment | |||||||||
Independent | |||||||||||
P. Gerald Malone | FCO: B | D | |||||||||
FAX: B | |||||||||||
IAF: B | |||||||||||
Neville J. Miles | FCO: C | C | |||||||||
FAX: B | |||||||||||
IAF: B |
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) | |||||||||
William J. Potter | FCO: B | C | |||||||||
FAX: B | |||||||||||
IAF: B | |||||||||||
Peter D. Sacks* | FCO: B | C | |||||||||
FAX:C | |||||||||||
IAF: B | |||||||||||
Moritz Sell | FCO: B | D | |||||||||
FAX: C | |||||||||||
IAF: B | |||||||||||
Radhika Ajmera** | FAX: A | B | |||||||||
FCO: A | |||||||||||
IAF: A | |||||||||||
Interested Director: | |||||||||||
Martin Gilbert*** | FCO: B | E | |||||||||
FAX: B |
* Retiring from FAX, FCO and IAF effective April 29, 2021.
** Appointed effective April 29, 2021.
*** Current term for FAX and IAF expires effective April 29, 2021. (1) This information has been furnished by each Director as of October 31, 2020. "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 Manager or an affiliate and that hold themselves out to investors as related companies for purposes of investment and investor services. |
As of February 18, 2020, the Fund’s28, 2021, each Fund's Directors and officers, in the aggregate, owned less than 1% of the Fund’sthat Fund's outstanding equity securities. As of February 18, 2020,28, 2021, 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. Melia serve as executive officers of the Fund.Funds. As of October 31, 2019,2020, Mr. Pittard and Ms. Melia did not own shares of the Fund’sFunds' common stock nor did they own any of the Fund’s preferred shares.stock.
BOARD AND COMMITTEE STRUCTURE
The Board of Directors of FAX is currently composed of five Independent Directors and one Interested Director, Martin J. Gilbert. The Fund’sBoard of FCO is currently composed of five Independent Directors and one Interested Director, Martin J. Gilbert. The Board 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 meeting on April 29, 2021. Each Fund's bylaws provide that the Board of Directors to be elected by holders of a Fund’sFund'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 Fund’s Articles Supplementary for the Preferred Shares provide for the election of two Directors by holders of the Fund’s preferred stock.
The Boards of FAX and FCO have appointed Mr. Malone, an Independent Director, as Chairman. The Board of IAF has appointed Mr. Malone,Miles, an Independent Director, as Chairman. The Chairman 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 Chairman 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.
TheEach Board holds regular quarterly meetings each year to consider and address matters involving the respective Fund. TheEach 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.
TheEach Board has established a committee structure that includes an Audit and Valuation Committee, a Contract Review Committee, a Nominating and Corporate Governance Committee, a Cost Review Committee and a Leverage Committee (each discussed in more detail below) to assist theeach 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 the Fund’seach 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. TheEach Nominating and Corporate Governance Committee and theeach Board as a whole also conduct an annual self-assessment of the performance of the Board, including consideration of the effectiveness of the Board’sBoard's Committee structure. Each Committee is comprised entirely of Independent Directors. Each Committee member is also “independent”"independent" within the meaning of the NYSENew York Stock Exchange ("NYSE") MKT listing standards. TheEach 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, 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
The Fund’sEach Fund's Audit and Valuation Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange1934 Act, of 1934, as amended (the “1934 Act”), is responsible for the selection and engagement of the Fund’sFund's independent registered public accounting firm (subject to ratification by the Fund’sFund's Independent Directors), pre-approves and reviews both the audit and non–auditnon-audit work of the Fund’sFund'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 the Fund’seach Fund's Audit and Valuation Committee are Messrs. P. Gerald Malone, Neville J. Miles Peter D. Sacks and Moritz Sell.
TheEach Board has adopted an Audit and Valuation Committee Charter for its Audit and Valuation Committee, the current copy of which is available on the Fund’seach Fund's respective website athttp://aberdeenfax.com,. http://www.aberdeenfco.com and http://www.aberdeeniaf.com.
TheEach Audit and Valuation Committee oversees the activities of the Fund’sits Fund's Pricing Committee and performs the responsibilities assigned to the Audit and Valuation Committee in the Fund’sFund's Valuation and Liquidity Procedures, such as overseeing the implementation of the Valuation and Liquidity Procedures. TheEach Board has delegated to its Audit and Valuation Committee the responsibility of determining the fair value of the Fund’sits Fund's securities or other assets in situations set forth in the Valuation and Liquidity Procedures.
Contract Review Committee
TheEach Contract Review Committee reviews and makes recommendations to the Board of Directors with respect to entering into, reviewing or amending the Fund’sFund's management agreement, advisory agreement, sub-advisory agreement (if applicable), administration agreement, investor relations services agreement and other agreements. The members of the Fund’seach Fund's Contract Review Committee are Messrs. P. Gerald Malone, Neville J. Miles, William J. Potter Peter D. Sacks and Moritz Sell.
Nominating and Corporate Governance Committee; Consideration of Potential Director Nominees
The Fund’sEach 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’candidates' qualifications for Board membership and, with respect to nominees for positions as Independent Directors, their independence from the Fund’sFund's Investment Manager, Investment Adviser and Sub-Adviser, as appropriate, and other principal service providers. TheEach 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 the Board’seach Board's December meeting. TheEach Nominating and Corporate Governance Committee also periodically reviews director compensation and will recommend any appropriate changes to the Boards as a group. TheEach Nominating and Corporate Governance Committee also reviews and may make recommendations to its therespective Board relating to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing the management of the Fund. TheEach Board has adopted a Nominating and Corporate Governance Committee Charter, a copy of which is on the Fund’seach Fund's respective website athttp://aberdeenfax.com,. http://www.aberdeenfco.com and http://www.aberdeeniaf.com. The members of the Fund’seach Fund's Nominating and Corporate Governance Committee are Messrs. P. Gerald Malone, Neville J. Miles, William J. Potter and Moritz Sell.
TheEach 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’scandidate's ability, judgment and expertise; (vii) overall diversity of the Board’sBoard's composition; and (viii) commitment to the representation of the interests of the Fund and its shareholders. TheEach 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. TheEach 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, and
directors; (ii) are not “interested persons”"interested persons" of the Fund, as that term is defined in the 1940 Act; and (iii) are “independent”"independent" as defined in the listing standards of any exchange on which the Fund’sFund's shares are listed.
While the Nominating and Corporate Governance Committee hasCommittees 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’scandidate's and a Board’sBoard's diversity, the Committees generally consider the manner in which each candidate’scandidate'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. TheEach Committee may also consider other factors or attributes as they may determine appropriate in their judgment. TheEach Committee believes that the significance of each candidate’scandidate's background, experience, qualifications, attributes or skills must be considered in the context of the Board as a whole.
The Fund’sEach 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’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.
The Fund’sEach 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’sFund'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’syear's proxy statement. Any shareholder may obtain a copy of the Fund’sFunds' bylaws by calling the Investor Relations department of Aberdeen Standard Investments Inc., the Fund’sFunds' investor relations services provider, toll-free at 1-800-522-5465, or by sending an e-mail to Aberdeen Standard Investments Inc. atInvestorRelations@aberdeenstandard.com.
Cost Review Committee
TheEach 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 the Fund’seach Fund's Cost Review Committee are Messrs. Neville J. Miles, William J. Potter Peter D. Sacks and Moritz Sell.
Leverage Committee
TheEach Leverage Committee monitors the Fund’sFund's leverage and reviews leverage options for the Fund. The members of the Fund’seach Fund's Leverage Committee are Messrs. P. Gerald Malone and William J. Potter and Peter D. Sacks.Potter.
Board Oversight of Risk Management
The Fund isFunds are subject to a number of risks, including, among others, investment, compliance, operational and valuation risks. Risk oversight forms part of the Board’seach Board's general oversight of the respective Fund and is addressed as part of various Board and Committee activities. TheEach 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,
who carries out the Fund’seach Fund's investment management and business affairs, and also by ASI Aus and AAML, as applicable, and other service providers in connection with the services they provide to the Fund.Funds. Each of ASIAL, ASI Aus and AAML, as applicable, and other service providers have their own, independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. As part of its regular oversight of theeach Fund, the respective Board, directly and/or through thea Committee, interacts with and reviews reports from, among others, ASIAL, ASI Aus and AAML, as applicable, and the Fund’seach Fund's other service providers (including the Fund’sFunds' transfer agent), the Fund’sFunds' Chief Compliance Officer, and the Fund’sFunds' independent registered public accounting firm, legal counsel to the Fund,Funds, as appropriate, relating to the operations of the Fund.Funds. The BoardBoards also requiresrequire ASIAL to report to the BoardBoards on other matters relating to risk management on a regular and as-needed basis. The Board recognizesBoards recognize that it may not be possible to identify all of the risks that may affect the FundFunds or to develop processes and controls to eliminate or mitigate their occurrence or effects. TheEach Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
Board and Committee Meetings in Fiscal Year 20192020
During the Fund’sFunds' fiscal year ended October 31, 2019,2020, the BoardBoards of FAX, FCO and IAF each held fivefour regular meetings, theFAX and IAF held two special board meetings and FCO held one special board meeting. The Audit and Valuation Committee of FAX, FCO and IAF each held three meetings; the Nominating and Corporate Governance Committee 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 five meetings.one meeting. During the fiscal year ended October 31, 2019,2020, each incumbent Director attended at least 75% of the aggregate number of meetings of the Board and of Committees of the Board on which theyhe served.
Communications with the Board of Directors
Shareholders who wish to communicate with Board members with respect to matters relating to the FundFunds may address their written correspondence to the BoardBoards as a whole or to individual Board members c/o Aberdeen Standard Investments Inc., the Funds’ investor relations service provider,Funds' administrator, at 1900 Market Street, Suite 200, Philadelphia, PA 19103, or via e-mail to the Director(s) c/o Aberdeen Standard Investments Inc. atInvestorRelations@aberdeenstandard.com. Investor.Relations@aberdeenstandard.com.
Director Attendance at Annual Meetings of Shareholders
Generally, in the event that the Fund’s Directors are geographically close to the site of an annual meeting of shareholders at the time of such meeting, one or more of such Directors may attend the meeting. However, since a majority of the Fund’s Directors reside outside of the United States, the Fund recognizes that it would be impractical for most Directors to attend such meeting and would create a significant expense for the Fund to require the Directors to attend such meeting. In light of the fact that the residences of most Directors are substantial distances from the location of the annual meeting of shareholders and that, historically, few shareholdersThe Funds have attended the annual meetings in person, the Fund has not established a policy with respect to Director attendance at annual meetings of shareholders.
REPORTREPORTS OF THE AUDIT AND VALUATION COMMITTEE;COMMITTEES; INFORMATION REGARDING THE FUND’SFUNDS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TheEach Audit and Valuation Committee has selected, and the Fund’seach Fund's Independent Directors have ratified the selection of, KPMG LLP (“KPMG”("KPMG"), 1601 Market Street, Philadelphia, PA 19103, an independent registered public accounting firm, to audit the financial statements of the FundFunds for the fiscal year ending October 31, 2020.2021. Representatives from KPMG are not expected to be present atattend the MeetingMeetings to make a statement or respond to questions from shareholders. However, such representatives are expected to be available by telephone to respond to questions raised by shareholders, if any, during the Meeting.Meetings.
TheEach Audit and Valuation Committee has received from KPMG the written disclosures and the letter required by the Public Company Accounting Oversight Board (“PCAOB”("PCAOB") regarding KPMG’sKPMG's communications with the Audit and Valuation Committee concerning independence, and have discussed with KPMG its independence. TheEach 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, theeach Audit and Valuation Committee recommended to theits Board that the Fund’sFund's audited financial statements be included in the Fund’srespective Fund's Annual Report to Shareholders for the fiscal year ended October 31, 2019.2020.
The following table sets forth the aggregate fees billed for professional services rendered by KPMG during the Fund’sFunds' two most recent fiscal years ended October 31:
2020 | 2019 | ||||||||||||||||||||||||||
FAX | FCO | IAF | FAX | FCO | IAF | ||||||||||||||||||||||
Audit Fees | $ | 83,095 | $ | 73,452 | $ | 55,372 | $ | 82,723 | $ | 73,080 | $ | 55,000 | |||||||||||||||
Audit-Related Fees | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||
Tax Fees(1) | $ | 7,720 | $ | 7,720 | $ | 7,720 | $ | 7,610 | $ | 7,610 | $ | 7,610 | |||||||||||||||
All Other Fees | None | None | None | None | None | None |
2019 | 2018 | |||||||
Audit Fees | $ | 82,723 | $ | 82,723 | ||||
Audit-Related Fees | $ | 0 | $ | 0 | ||||
Tax Fees(1) | $ | 7,610 | $ | 7,610 | ||||
All Other Fees | None | None |
For the fiscal year ended October 31, 2020, KPMG billed $364,945 for aggregate non-audit fees for services to the Investment Manager, Investment Adviser 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. For the fiscal year ended October 31, 2018, KPMG billed $745,960 for aggregate non-audit fees for services to the Investment Manager, Investment AdviserSub-Adviser of FAX, FCO and Sub-Adviser.
IAF.
All of the services described in the table above were pre-approved by the relevant Audit and Valuation Committee.
TheEach Audit and Valuation 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”"interested persons" (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940 as amended)Act), of the Fund for their ratification, the selection, retention or termination, the Fund’sFund'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’sauditor's specific representations as to its independence, delineating all relationships between the independent auditor and the Fund, consistent with the Independent Standards Board (“ISB”("ISB") Standard No. 1. TheEach 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"permissible non-audit services”services" to the Fund and to consider whether such services are consistent with the independent auditor’sauditor's independence.
TheEach 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’saccountant's independence and has concluded that it is independent.
COMPENSATION
The following table sets forth information regarding compensation of Directors by theeach Fund and by the Fund Complex of which the Fund isFunds are a part for the fiscal year ended October 31, 2019.2020. Officers of the FundFunds and
Directors who are interested persons of the FundFunds do not receive any compensation directly from the FundFunds or any other fund in the Fund Complex for performing their duties as officers or Directors, respectively.
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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) |
*The number in parentheses indicates the total number of funds in the Fund Complex on which the Director serves or served at any time during the fiscal year ended October 31, 2019.2020.
** Appointed to the Board of FAX, FCO and IAF effective April 29, 2021.
*** Retiring from FAX, FCO and IAF effective April 29, 2021.
**** Current term for FAX and IAF expires effective April 29, 2021.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, as applied to the Fund,Funds, require the Fund’sFunds' officers, Directors, the Investment Manager and Investment Adviser, affiliates of the Investment Manager or Investment Adviser, and persons who beneficially own more than 10% of a registered class of the Fund’sa Fund's outstanding securities (“("Reporting Persons”Persons") to electronically file reports of ownership of the Fund’sthat Fund's securities and changes in such ownership with the SEC and the NYSE MKT.
Based solely on its review of such reportsforms filed on EDGAR and written representations from certain Reporting Persons, that no year-end reports were required for those persons, the Fund believes that during the fiscal year ended October 31, 2019, itsFunds' Reporting Persons complied with all applicable filing requirements in a timely manner. manner during the fiscal year ended October 31, 2020.
Relationship of Directors or Nominees with the Investment Manager, Investment Adviser, Sub-Adviser and Administrator
Aberdeen Standard Investments (Asia) Limited serves as the Investment Manager to the FundFunds pursuant to a management agreementagreements 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, Singapore 049480. Aberdeen Standard Investments Australia Limited serves as the Investment Adviser to the FundFunds pursuant to an advisory agreements dated as of April 3, 2009.2009 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 the FundFAX and FCO pursuant to a
sub-advisory agreementagreements dated November 1, 2015.2015 and March 1, 2012, respectively. The Sub-Adviser, is a Scottish company with its registered offices locatedoffice at 10 Queen's Terrace, Aberdeen, Scotland AB10 1YG.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 Management PLC (“("Aberdeen PLC”PLC"), a Scottish company. The registered offices of Aberdeen PLC are located at 10 Queen’sQueen's Terrace, Aberdeen, Scotland AB10 1YG. The merger of Standard Life plc and Aberdeen PLC, announced on March 6, 2017 (the “Merger”"Merger") closed on August 14, 2017. Aberdeen PLC became a direct subsidiary of Standard Life plc as a result of the Merger and the combined company changed its name to Standard Life Aberdeen plc. Following the Merger, the Fund’sFunds' Investment Manager, Investment Adviser, Sub-Adviser and Administrator each became an indirect subsidiary of Standard Life Aberdeen plc, but otherwise did not change. Mr. Martin Gilbert, a Director, and Vice President of the Funds, also servesformerly served as Vice Chairman of Standard Life Aberdeen plc and Chairman of ASI (defined below).Aberdeen Standard Investments. Mr. Gilbert is also a shareholder of Standard Life Aberdeen plc.
Aberdeen Standard Investments Inc. (“ASI”("ASI"), an affiliate of the Investment Manager, Investment Adviser and Sub-Adviser, serves as the Fund’sFunds' administrator. ASI is a Delaware corporation with its principal business office located at 1900 Market Street, Suite 200, Philadelphia, PennsylvaniaPA 19103. ASI also provides investor relations services to the FundFunds under an investor relations services agreement. Messrs. Andolina, Cotton,Demetriou, Goodson, Hendry, O'Connor and Mmes. Kennedy, Melia and Sitar, who serve as officers of the Fund,Funds, are also directors and/or officers of ASI.
THE FUND’SEACH FUND'S BOARD, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” ANNUAL MEETING PROPOSALS 1, 2 AND 3.
16
SPECIAL MEETING PROPOSAL
As described below, the Board is recommending a proposal to amend several of the Fund’s fundamental investment policies and to convert many of the fundamental investment policies to non-fundamental policies (“Special Meeting Proposal”). A “fundamental policy” is an investment objective, policy or restriction that can be changed only by a vote of both the Directors and the shareholders. Management believes, and the Board of Directors concurs, that it would be in the best interest of shareholders to make the proposed changes in order to provide the Fund with more investment flexibility. Such flexibility will allow the Fund to create a more diversified portfolio of securities and take advantage of the higher yielding opportunities of the Asia-Pacific market.
The Board also approved several changes to certain of the Fund’s investment policies that do not require approval by shareholders because these policies are “non-fundamental”; however, these changes will only be implemented if the Special Meeting Proposal is approved. These changes include: (i) eliminating the Fund’s non-fundamental “80% Policy” (as defined and described below) given that the Fund will have a revised fundamental policy with respect to the investment of 80% of the Fund’s net assets that will govern, and (ii) eliminations of or amendments to the Fund’s other non-fundamental investment policies. The fundamental policy changes being voted on by shareholders under the Special Meeting Proposal, the 80% Policy elimination and other non-fundamental policy changes (collectively referred to as the “Fund Policy Changes”) would be implemented within ten (10) business days of their approval by shareholders and the changes to the portfolio as part of the Fund Realignment implementation would occur over time thereafter (the “Fund Realignment”). There are no proposed changes to the investment objective of the Fund (which will remain a fundamental investment objective), to the Fund’s name, to the investment team which oversees the management of the Fund’s assets or to the Fund’s fundamental investment restrictions. The Fund Policy Changes are described herein and each proposed amended policy is compared to its current version. Additionally, Annexure A to this Proxy Statement provides an overview of the Fund’s investment objective, fundamental investment restrictions and proposed fundamental and non-fundamental investment policies and assuming the Special Meeting Proposal is approved and the Fund Policy Changes are implemented.
The Investment Manager expects that the Special Meeting Proposal would allow the Fund to diversify away from Australian debt investments and currency exposure in favor of higher yielding opportunities throughout the Asia-Pacific region. In the event that the Special Meeting Proposal is approved, it is currently anticipated that there would be a reduction in the exposure to Australian dollar denominated bonds in favor of a more diversified exposure in terms of country, currency and sector allocations. While it is expected that the average credit rating of the bonds in the underlying portfolio will be marginally lower following the Fund Realignment, the Investment Manager anticipates, based on current market conditions, that the average credit rating of the underlying portfolio will remain investment grade.
Changes to Fundamental Investment Policies
A “fundamental policy” is an investment objective, policy or restriction that can be changed only by a vote of shareholders of the Fund. The Fund has several investment policies and investment restrictions that were adopted as a fundamental policies and, therefore, may be changed only by a vote of Fund shareholders. There are certain policies required to be adopted and maintained as fundamental investment restrictions pursuant to the 1940 Act. There is, however, no requirement that each of the Fund’s investment policies (outside of those prescribed in Section 8 of the 1940 Act) be fundamental policies. In order to respond more quickly to market or regulatory changes, without the costs, expense and time delay associated with a special shareholder meeting, it is proposed that the Fund convert many of its fundamental investment policies to non-fundamental policies. If the Special Meeting Proposal is approved, the Directors will have the authority to approve any future change to the Fund’s investment policies that are converted to non-fundamental policies. If the Special Meeting Proposal is approved, however, the Fund’s fundamental investment restrictions, including the Fund’s revised 80% Policy and the related definitions of “Asia-Pacific debt securities” and “Asia-Pacific Countries” would not be able to be changed without shareholder approval. Shareholders would receive notice of any future changes to current fundamental policies that are converted to non-fundamental policies by this shareholder vote. The Fund has no present intention to change its investment policies except as set forth in this Proxy Statement.
The below chart shows the proposal with respect to each of the Fund’s current fundamental investment policies under the Special Meeting Proposal.
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The above proposed investment policies are shown collectively with the Fund’s investment objective, 80% Policy and fundamental investment restrictions and other investment policies in Annexure A to this Proxy Statement.
proposed changes to Fund policies that do not require approval by Shareholders"FOR" THE NOMINEES FOR DIRECTOR FOR THE RELEVANT FUND.
As part of the Fund Realignment, and contingent upon shareholder approval of the Special Meeting Proposal, the Board approved additional investment policy changes that do not require approval by shareholders. These changes include modifications of some of the Fund’s non-fundamental investment policies. These non-fundamental policy changes are also intended to provide the Fund with the ability to create a more diversified portfolio of securities and to take advantage of the higher yielding opportunities of the Asia-Pacific market. If the Special Meeting Proposal is approved, all of the changes relating to the Fund Realignment as described in this Proxy Statement will be implemented concurrently.
Changes to the Fund’s Non-Fundamental 80% Policy
The Fund currently has two policies with respect to investing 80% of its assets: (i) a fundamental policy setting a maximum of 80% investment threshold and (ii) a non-fundamental policy setting a minimum 80% investment threshold. The first policy, as noted in the above charts, is fundamental and relates to the Fund’s investment of up to 80% of its total assets, plus the amount of any borrowings for investment purposes, in Asian debt securities. The second policy, which is non-fundamental, is for the Fund to normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in Asian debt securities, Australian debt securities and New Zealand debt securities (the “80% Policy”). The Fund is proposing to replace both policies with a single, fundamental 80% Policy as noted in the chart above and repeated again in the chart below.
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Shareholder approval is not required to make the above changes to the Fund’s 80% Policy, however, the new 80% Policy will only be implemented if the Special Meeting Proposal is approved.
Changes to Other Non-Fundamental Investment Policies
The Fund Policy Changes also include some changes to the Fund’s non-fundamental investment policies. Although no shareholder approval of these changes is required, they will not be implemented unless shareholders approve the Special Meeting Proposal. The non-fundamental policy changes are described below, and are also included in Annexure A to this Proxy Statement, which provides a description of the Fund’s 80% Policy and fundamental and non-fundamental investment policies as if all of the Fund Policy Changes were implemented.
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IMPACT OF the Fund RealignmentExpenses.
Tax Consequences
It is anticipated that the Fund Policy Changes would be implemented within ten business days of shareholder approval of the Special Meeting Proposal, and the changes to the portfolio as part of the Fund Realignment would occur over time thereafter. Because the Fund realignment will involve turning over portions of the Fund’s portfolio, there is expected to be a tax impact. The tax impact of the Fund Realignment will depend on the difference between the price at which portfolio securities are sold and the Fund's basis in such securities, offset by capital loss carry forwards. Any net capital gains realized will be distributed prior to the end of 2020, and such distribution will be taxable to tax-paying shareholders. The amount of net capital gains realized and distributed can fluctuate widely and will depend on, among other things, market conditions at the time of the sales. If the portfolio restructuring had occurred on October 31, 2019 and the distribution made on that date, the Fund would have generated approximately $XX ($XX per share), in currency gains/losses and [$XX ($XX per share)] in capital gains/losses. The amount noted in the preceding sentences are estimates based on current market conditions and there can be no guarantee that the dividends actually paid will not be materially higher or lower than the estimates.
Pursuant to an exemptive order granted by the SEC on March 30, 2010, the Fund may distribute any long-term capital gains more frequently than the limits provided in Section 19(b) under the 1940 Act and Rule 19b-1 thereunder. Therefore, distributions paid by the Fund during the year may include net income, short-term capital gains, long-term capital gains and/or a return of capital. Net income dividends and short-term capital gain dividends, while generally taxable at ordinary income rates, may be eligible, to the extent of qualified dividend income earned by the Fund, to be taxed at a lower rate not to exceed the maximum rate applicable to your long-term capital gains. Distributions made in any calendar year in excess of investment company taxable income and net capital gain are treated as taxable ordinary dividends to the extent of undistributed earnings and profits, and then as a return of capital that reduces the adjusted basis in the shares held. To the extent return of capital distributions exceed the adjusted basis in the shares held, capital gain is recognized with a holding period based on the period the shares have been held at the date such amount is received. Shareholders should not draw any conclusions about the Fund’s investment performance from the terms of the distribution policy. The final determination of the source of all distributions will be made after year-end. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the fiscal year and may be subject to change based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report distributions for federal income tax purposes.
For U.S. federal income purposes, the Fund includes a separately identifiable unit called a Qualified Business Unit (“QBU”) (see Internal Revenue Code of 1986, as amended (“IRC”), section 987). The Fund has operated with a QBU for U.S. federal income purposes since 1990. The home office of the Fund is designated as the United States and of the QBU is Australia with a functional currency of Australian dollar. The securities held within the Fund reside within either the QBU or the home office. Australian dollar denominated securities within the Australian QBU generate capital gain/loss (which are translated for U.S. federal income tax purposes into U.S. Dollars based on the weighted average exchange rate for the period) but not currency gain/loss. It is expected that the Fund would greatly reduce the proportion of Australian securities in its portfolio as part of the Fund Realignment, which would necessitate the closing of the Australian QBU in a reasonable timeframe.
Transaction Costs
In connection with the Fund Realignment, the Fund expects to experience approximately XX% portfolio turnover, which will result in higher than normal transaction costs to shareholders. The transaction costs are currently estimated to be approximately $XX and will be borne by the Fund.
Impact on Fund Leverage Arrangements
The Fund has various agreements in place relating to loan facilities and its use of leverage which include a Credit Agreement for the revolving credit facility, Note Purchase Agreements for the Series A-E Senior Secured Notes (the “Senior Notes”). Under these agreements, amendments to fundamental investment policies are an event of default or breach of provisions, and therefore, the Fund has sought waivers and/or consents from the respective relevant parties in order to proceed with the Fund Policy Changes and Fund Realignment without impacting the Fund’s current leverage arrangements.
Vote Required to Approve the Special Meeting Proposal
The Special Meeting Proposal must be approved by the affirmative vote of the lesser of (1) more than 50% of the outstanding voting securities of the Fund, or (2) 67% or more of the voting securities of the Fund present at the Special Meeting, if more than 50% of the outstanding voting securities of the Fund are represented at the Special Meeting in person or by proxy. Additionally, the Special Meeting Proposal must receive a vote of the majority of the outstanding shares of preferred stock, voting separately as a single class. Therefore, if the Special Meeting Proposal receives the required vote from all of the outstanding voting securities, but does not receive the required vote by the shares preferred stock voting separately as a single class, or vice versa, the Special Meeting Proposal will not have been approved.
THE FUND’S BOARD, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE SPECIAL MEETING PROPOSAL
ADDITIONAL INFORMATION
Expenses. The expense of preparation, printing and mailing of the enclosed proxy card and accompanying NoticesNotice and Joint Proxy Statement will be borne proportionately by theeach Fund. TheEach Fund will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of thethat Fund. The expense of preparing the proxy statement is estimated to be $[ ].
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 Fund,Funds, the Investment Manager, the Investment Adviser, the Sub-Adviser (in the case of FAX and FCO) or the Fund’s administrator. Funds' Administrator.
AST Fund Solutions, LLC (“AST”("AST") has been retained to assist in the solicitation of proxies and will receive an estimated fee of $6,500$4,400 (FAX) $1,750 (FCO) and $3,600 (IAF) and be reimbursed for its reasonable expenses. Total payments to AST are expected to be between $239,588$5,000 and $304,771.$10,000.
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 9, 2020.31, 2021. As mentioned above, AST has been engaged to assist in the solicitation of proxies. As the date of the MeetingsMeeting approaches, certain shareholders of thea Fund may receive a call from a representative of AST, if the Fund has not yet received their vote. Authorization to permit AST to execute proxies may be obtained by telephonic instructions from shareholders of thea Fund. Proxies that are obtained telephonically will be recorded in accordance with procedures that management of each of the FundFunds 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 February 18, 2020,March 10, 2021, the following table shows certain information concerning persons who may be deemed beneficial owners of 5% or more of a class of shares of the FundFAX, IAF and FCO because they possessed or shared voting or investment power with respect to the Fund’sFAX, IAF or FCO's shares:
Fund | Class | Name and Address | Number of Shares Beneficially Owned | Percentage of Shares | |||||||||||||||
FAX | Preferred | Voya Financial Inc. 230 Park Ave New York, NY 10169 | 600,000 | 30.00 | % | ||||||||||||||
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 | 2,086,879 | 8.95 | % | ||||||||||||||
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 | % |
Fund | Class | Name and Address | Number of Shares Beneficially Owned | Percentage of Shares | ||||||||
FAX | Preferred | Voya Financial Inc. 230 Park Avenue New York, NY 10169 | 600,000 | 30.00 | % |
Shareholder Proposals. If a shareholder intends to present a proposal, including the nomination of a director, at the Annual Meeting of Shareholders of the FundFCO or IAF to be held in 20212022 and desires to have the proposal included in the Fund’sFunds' 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 that meeting, the shareholder must deliver the proposal to the Secretary of the Fund at the office of the Fund, 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and such proposal must be received by the Secretary no later than November 9, 2020.17, 2021.
Shareholders wishing to present proposals, including the nomination of a director, at the Annual Meeting of Shareholders of the FundFCO and IAF to be held in 20212022 which they do not wish to be included in the Fund’sFunds' 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 no later than 5:00 p.m., Eastern Time, on November 10, 2021 in the form prescribed from time 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 10, 202018, 2021 and no later than 5:00 p.m., Eastern Time, on
November 9, 202017, 2021 in the form prescribed from time to time in the Fund’sFunds' bylaws; 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’syear's annual meeting, notice by the shareholderstockholder 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 BE PRESENT ATVIRTUALLY 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 Proxy Statement
Unless the Fund hasFunds 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 FundFunds 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 FundFunds 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, Secretary
Aberdeen Asia-Pacific Income Fund, Inc.
Aberdeen Global Income Fund, Inc.
Aberdeen Australia Equity Fund, Inc.
ANNEXURE A
INVESTMENT OBJECTIVE
The Fund's investment objective is to seek current income. The Fund may also achieve incidental capital appreciation. The Fund's investment objective may not be changed without the approval of the holders of a majority of the outstanding shares of the Common Stock and the Preferred Stock, voting together as a single class, as well as by the holders of a majority of the outstanding shares of the Fund's Preferred Stock voting as a separate class without regard to series. A majority vote, as defined by the 1940 Act, means the affirmative vote of the lesser of (i) 67% of the relevant shares represented at a meeting at which more than 50% of such shares are represented, or (ii) more than 50% of the relevant shares.
INVESTMENT POLICIES
Fundamental Investment Policies
To achieve its investment objective, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes in “Asia-Pacific debt securities,” which include: (1) debt securities of Asia-Pacific Country issuers, including securities issued by Asia-Pacific Country governmental entities, as well as by banks, companies and other entities which are located in Asia-Pacific Countries, whether or not denominated in an Asia-Pacific Country currency; (2) debt securities of other issuers, denominated in, or linked to, the currency of an Asia-Pacific Country, including securities issued by supranational issuers, such as The World Bank and derivative debt securities that replicate, or substitute for, the currency of an Asia-Pacific Country; (3) debt securities issued by entities which, although not located in an Asia--Pacific Country, derive at least 50% of their revenues from Asia-Pacific Countries or have at least 50% of their assets located in Asia-Pacific Countries; and (4) debt securities issued by a wholly-owned subsidiary of an entity located in an Asia-Pacific Country, provided that the debt securities are guaranteed by the parent entity located in the Asia-Pacific Country. With reference to items (3) and (4) above, Asia-Pacific debt securities may be denominated in an Asia-Pacific Country currency or U.S. dollars.
“Asia-Pacific Countries” (each, an “Asia-Pacific Country”) means countries included in “Asia” and “Oceania” in the United Nations (“UN”) geographic regions used by the UN Statistics Division.
Non-Fundamental Investment Policies
The Fund may invest up to 10% of its total assets in the debt securities of any one country other than the U.S. or an Asia-Pacific Country (“Other Country” debt securities). The maximum exposure to any one Other Country currency (excluding U.S. dollars) is limited to 10% of the Fund’s total assets.
The maximum exposure to any one “Investment Grade Country” (other than the U.S.) is limited to 25% of the Fund’s total assets and the maximum exposure to any one “Non-Investment Grade Country” is limited to 15% of total assets. Investment Grade Countries are those countries whose sovereign debt is rated not less than Baa3 by Moody’s Investors Service, Inc. (“Moody’s”), BBB- by S&P Global Ratings (“S&P”) or BBB- by Fitch or comparably rated by another appropriate nationally or internationally recognized ratings agency. Non-Investment Grade Countries are those countries that are not Investment Grade Countries.
The maximum currency exposure to any one Investment Grade Country currency (other than U.S. currency) is limited to 25% of the Fund’s total assets, the maximum currency exposure to any one Non-Investment Grade Country currency is limited to 15% of the Fund’s total assets.
During periods when, in the Investment Manager’s judgment, economic conditions warrant a temporary defensive investment policy, the Fund may temporarily invest up to 100% of its assets in U.S. cash and debt securities.
In order to accommodate investment in Asia-Pacific markets, the Fund may invest up to 35% of its total assets in Asia-Pacific Country debt securities rated below BBB- by S&P, Baa3 by Moody’s or BBB- by Fitch (also known as “junk bonds”), or judged by the Investment Manager to be below investment grade at the time of investment, provided that, with the approval of the Fund’s Board of Directors, the ratings of other recognized rating services may be used. The Fund may invest up to 35% of its total assets in Asia-Pacific Country debt securities which may be deemed to be illiquid.
The Fund may invest up to 10% of its total assets in securities rated by S&P, Moody’s, Fitch, or judged by the Investment Manager to be, below B- at the time of investment, provided that, with the approval of the Fund’s Board of Directors, the ratings of other recognized ratings services may be used.
The Fund may enter into repurchase agreements with banks and broker-dealers pursuant to which the Fund may acquire a security for a relatively short period (usually no more than a week) subject to the obligations of the seller to repurchase and the Fund to resell such security at a fixed time and price. The Fund will enter into repurchase agreements only with parties who meet creditworthiness standards approved by the Fund’s Board of Directors, i.e., banks or broker-dealers which have been determined by the Fund’s Investment Manager to present no serious risk of becoming involved in bankruptcy proceedings within the period contemplated by the repurchase transaction.
A maximum of 20% of the Fund’s total assets in Asia-Pacific Country debt securities can be denominated in any combination of Yen, Euro and British pound.
The Fund may invest up to 10% of its total assets in secondary market bank loans, up to an additional 10% of its total assets in convertible securities and other hybrid securities, and up to an additional 10% of its total assets in asset-backed securities.
The Fund currently utilizes and in the future expects to continue to utilize leverage through borrowings or through other transactions, such as reverse repurchase agreements, which have the effect of leverage. The Fund may also utilize leverage through the issuance of debt securities or preferred stock. The Fund may use leverage up to 33⅓% of its total assets (including the amount obtained through leverage). The Fund generally will not utilize leverage if it anticipates that the Fund’s leveraged capital structure would result in a lower return to shareholders than that obtainable over time with an unleveraged capital structure. Use of leverage creates an opportunity for increased income and capital appreciation for shareholders but, at the same time, creates special risks, and there can be no assurance that a leveraging strategy will be successful during any period in which it is employed. See “Use of Leverage.”
Consistent with its investment objective the Fund may invest in a broad array of financial instruments and securities in which the value of the instrument or security is “derived” from the performance of an underlying asset or a “benchmark” such as a security index, an interest rate or a foreign currency (“derivatives”). The Fund may use derivatives to manage currency, interest rate and credit risk and as a substitute for physical securities. The Fund may use interest rate swaps to hedge the Fund’s liability with respect to its leverage. There is no limit on the amount of interest rate swap transactions that may be entered into by the Fund. Derivative debt securities that replicate, or substitute for, the currency of a particular country will be counted toward the limitations applicable with respect to issuers in that country. The Fund may invest in over-the-counter or exchange traded derivatives. The Fund may invest in derivatives up to the limits allowed under the 1940 Act. The following guidelines apply with respect to the Fund’s derivative investments:
The Fund may invest in securities issued by investment companies registered as such under the 1940 Act and unregistered, private funds (each, an “acquired company”), subject to the limitations below (which are to be applied immediately after the acquisition of such securities).
The Fund may not acquire securities issued by an acquired company:
As a non-diversified company, there is no investment restriction on the percentage of the Fund’s assets that may be invested at any time in the securities of any issuer. However, the Fund intends to limit its investments in the securities of any issuer, except for securities issued or guaranteed as to payment of principal and interest by Asia-Pacific Country or Other Country governmental entities, to 5% of its total assets at the time of purchase. The Fund intends to invest in a variety of debt securities, with differing issuers, maturities and interest rates, and to comply with the diversification and other requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies so that the Fund will not be subject to U.S. federal income taxes on its net investment income. The average U.S. dollar weighted maturity of the Fund’s portfolio is not expected to exceed 10 years.
FUNDAMENTAL INVESTMENT RESTRICTIONS
A. The Fund has elected to be classified as a non-diversified closed-end management investment company and will invest its assets only in a manner consistent with this classification under applicable law.
B. The Fund will not:
(1) issue senior securities, except (a) insofar as the Fund may be deemed to have issued a senior security in connection with any repurchase or securities lending agreement or any borrowing agreement permitted by these investment restrictions and (b) that the Fund may issue one or more series of its preferred stock, if permitted by its Articles of Incorporation, including Articles of Amendment and Articles Supplementary thereto;
(2) borrow money, except as permitted under, or to the extent not prohibited by, the Investment Company Act of 1940, as amended, and as interpreted or modified by regulatory authority having jurisdiction,
from time to time;
(3) engage in the business of underwriting securities issued by others, except to the extent that the Fund may be deemed to be an underwriter in connection with the disposition of portfolio securities;
(4) purchase or sell real estate, which term does not include securities of companies that deal in real estate or mortgages or investments secured by real estate or interests therein, except that the Fund reserves freedom of action to hold and to sell real estate acquired as a result of the Fund’s ownership of securities;
(5) purchase physical commodities or contracts relating to physical commodities;
(6) make loans to other persons, except as permitted under, or to the extent not prohibited by, the Investment Company Act of 1940, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time;
(7) concentrate its investments in a particular industry or group of industries, as those terms are used in the Investment Company Act of 1940, as amended or modified by regulatory authority having jurisdiction from time to time, except that at any time the Fund has invested more than 25% of its total assets in securities of issuers of a particular country, the Fund may invest more than 25% of its assets, and up to the amount of its total assets invested in securities of issuers of that country, in securities issued or guaranteed, as to payment of principal and interest, by the government (including governmental subdivisions) or governmental entities or instrumentalities of that country.
For purposes of Restriction 7, above, “securities of issuers of a particular country” shall include: (a) securities of issuers located in that country; (b) securities that are denominated in, or linked to, the currency of that country, including securities of supranational issuers and derivative securities that replicate, or substitute for, the currency of that country; (c) securities of issuers that derive at least 50% of their revenues from that country or have at least 50% of their assets located in that country; (d) securities issued by a parent or subsidiary of, and guaranteed by, an entity located in that country; (e) securities issued by the government (including governmental subdivisions) or governmental entities or instrumentalities of that country; and (f) repurchase agreements with respect to any of the foregoing securities.
Form of Proxy Card for Common Shareholders for Annual Meeting
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
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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.
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PROXY ABERDEEN ASIA-PACIFIC INCOME FUND, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2021 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.DIRECTORS. The undersigned shareholder(s) of Aberdeen Asia-Pacific Income Fund, Inc. (the “Fund”), revoking previous proxies, hereby appoints Alan Goodson and Megan Kennedy, and Matthew Keener, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeen Asia-Pacific Income 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 Friday, April 24, 2020,29, 2021, at 10:3000 a.m. Eastern Time, at the offices of Aberdeen Standard Investments Inc., 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103,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.
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FAX_31185_021320_A
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 FAX_31990_033021_Pref 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 Asia-Pacific Income Fund, Inc.
Annual Shareholders Meeting of Shareholders to Be Heldbe held virtually on Friday, April 24, 2020,29, 2021, at 10:3000 a.m. (Eastern Time)
The Notice of the Annual Meeting, Proxy Statement and Proxy card for this meeting areis available at:
http://www.aberdeenFAX.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 the Annual Meeting and Proxy Statement dated [●], 2020March 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
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: x
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Form of Proxy Card for Preferred Shareholders for Annual Meeting
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
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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.
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PROXY ABERDEEN ASIA-PACIFIC INCOME FUND, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2021 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.DIRECTORS. The undersigned shareholder(s) of Aberdeen Asia-Pacific Income Fund, Inc. (the “Fund”), revoking previous proxies, hereby appoints Alan Goodson and Megan Kennedy, and Matthew Keener, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeen Asia-Pacific Income 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 Friday, April 24, 2020,29, 2021, at 10:3000 a.m. Eastern Time, at the offices of Aberdeen Standard Investments Inc., 1900 Market Street, Suite 200, Philadelphia, Philadelphia, Pennsylvania 19103,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.
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FAX_31185_021920-Pref
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 FAX_31990_033021 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 Asia-Pacific Income Fund, Inc.
Annual Shareholders Meeting of Shareholders to Be Heldbe held virtually on Friday, April 24, 2020,29, 2021, at 10:3000 a.m. (Eastern Time)
The Notice of the Annual Meeting, Proxy Statement and Proxy card for this meeting areis available at:
http://www.aberdeenFAX.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 the Annual Meeting and Proxy Statement dated March 9, 202031, 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 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 // X
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: x
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Form of Proxy Card for Special Meeting
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
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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.
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PROXY ABERDEEN GLOBAL INCOME FUND, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2021 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.DIRECTORS. The undersigned shareholder(s) of Aberdeen Asia-PacificGlobal Income Fund, Inc. (the “Fund”), revoking previous proxies, hereby appoints Alan Goodson and Megan Kennedy, and Matthew Keener, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeen Asia-PacificGlobal Income Fund, Inc. which the undersigned is entitled to vote, at the SpecialAnnual Meeting of Shareholders to be held virtually at the following Website: www.meetingcenter.io/213814946 on Friday, April 24, 2020,29, 2021, at 11:0010:30 a.m. Eastern Time, at the offices of Aberdeen Standard Investments Inc., 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103,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 SpecialAnnual 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 Proposal.
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FAX_31185_021320_S
nominees for director. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 FCO_31990_033021 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 Asia-PacificGlobal Income Fund, Inc.
Special Shareholders Meeting of Shareholders to Be Heldbe held virtually on Friday, April 24, 2020,29, 2021, at 11:0010:30 a.m. (Eastern Time)
The Notice of the Special Meeting, Proxy Statement and Proxy card for this meeting areis available at:
http://www.aberdeenFAX.com
www.aberdeenFCO.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 the Special Meeting and Proxy Statement dated [•], 2020March 31, 2021 and upon all other such matters as may properly come before the meeting or any adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: x
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VIA EDGAR
February 21, 2020
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
On behalf of Aberdeen Asia-Pacific Income Fund, Inc. (the “Fund”), pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), filed herewith are the preliminary proxy materials consisting of a Letter to Stockholders, Notice of Annual Meeting of Stockholders, Notice of Special Meeting of Stockholders, Proxy Statement and Forms of Proxy Card to be used in connection with the Annual Meeting and Special Meeting.
As set forth in more detail in the accompanying preliminary proxy materials, the Annual Meeting is being held:
1: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 to serve for a three-year term.
2: To elect one Preferred Share Director to serveof the Fund, for a three-year term byuntil the preferred shareholders voting as a separate class.
3:2024 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 (Class I Director, three-yearfor a two-year term ending 2022).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 // X
Also
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 more detail in the accompanying preliminary proxy materials,Notice of Meeting and Proxy Statement dated March 31, 2021 and upon all other such matters as may properly come before the Special Meeting is being held to consider the following proposal:
1: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 approve the amendments to, or the elimination of, the Fund’s fundamental investment policies as follows:
Securities and Exchange Commission
February 21, 2020
Page 2
Please be advised, in accordance with the requirements of Rule 14a-6(d) under the 1934 Act, that we propose to prepare definitive materials and mail those materials to stockholderselect one Class III Director of the Fund, onfor a three-year term until the earliest date practicable. We would therefore appreciate receiving any comments2024 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 Commission’s staffterm 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 enclosed preliminary proxy materials as soon as possible so as to facilitate these arrangements. I can be reached at (215) 405 - 5757full 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
Sincerely,
/s/ Jennifer Rogers
Jennifer Rogers
Margery Neale, Willkie Farr & Gallagher LLP
Elliot Gluck, Willkie Farr & Gallagher LLP
Neesa Sood, Willkie Farr & Gallagher LLP