DEF 14A 1 tm2312262d9_def14a.htm DEF 14A

  

 

  

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  

SCHEDULE 14A

  

SCHEDULE 14A INFORMATION

  

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

  

Filed by the Registrant      

  

Filed by a Party other than the Registrant      

  

Check the appropriate box:

  

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials
Soliciting Material under §240.14a-12

  

abrdn Global Infrastructure Income Fund 

(Name of Registrant as Specified In Its Charter)

  

  

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

  

Payment of Filing Fee (Check the appropriate box):

  

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

  

 

  

  

 

  

  

ABRDN GLOBAL INFRASTRUCTURE INCOME FUND
1900 Market Street, Suite 200
Philadelphia, PA 19103

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 25, 2023

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual meeting (the "Annual Meeting") of shareholders of abrdn Global Infrastructure Income Fund (the "Fund") will be held at the offices of abrdn Inc., located at 1900 Market Street, Suite 200, Philadelphia, PA 19103, on Thursday, May 25, 2023 at 12:30 p.m. Eastern Time.

The purpose of the Annual Meeting is to consider and act upon the following proposal (the "Proposal") for the Fund, and to consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof:

To elect five Trustees—one Class I Trustee, one Class II Trustee and three Class III Trustees.

The Proposal is discussed in greater detail in the enclosed Proxy Statement. You are entitled to notice of, and to vote at, the Annual Meeting of the Fund if you owned shares of the Fund at the close of business on April 10, 2023 (the "Record Date"). Even if you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope or authorize your proxy by telephone or through the Internet.

We will admit to the Annual Meeting (1) all shareholders of record on the Record Date, (2) persons holding proof of beneficial ownership on the Record Date, such as a letter or account statement from the person's broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to the Annual Meeting must present photo identification. If you plan to attend the Annual Meeting, we ask that you call us in advance at 1-800-522-5465.

This Notice and related proxy materials are first being sent to shareholders on or about April 15, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 25, 2023: This Notice, the Proxy Statement and the form of proxy cards are available on the Internet at https://www.abrdn.com/en-us/cefinvestorcenter. On this website, you will be able to access the Notice, the 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 Board of Trustees,

Megan Kennedy, Vice President and Secretary
abrdn Global Infrastructure Income Fund

TO AVOID THE UNNECESSARY EXPENSE OR FURTHER SOLICITATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, 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(S) 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(S) BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.

April 15, 2022
Philadelphia, Pennsylvania


  

ABRDN GLOBAL INFRASTRUCTURE INCOME FUND
(the "Fund")

1900 Market Street, Suite 200
Philadelphia, PA 19103

PROXY STATEMENT

For the Annual Meeting of Shareholders
to be held on May 25, 2023

This Proxy Statement is furnished in connection with the solicitation of proxies by the Fund's Board of Trustees (the "Board," with members of the Board being referred to as "Trustees") to be voted at the Annual Meeting of Shareholders of the Fund (the "Meeting") to be held at the offices of abrdn Inc., located at 1900 Market Street, Suite 200, Philadelphia, PA 19103, on Tuesday, May 25, 2023 and at any adjournments or postponements thereof. A Notice of Annual Meeting of Shareholders and a proxy card (the "Proxy Card") accompany this Proxy Statement. This Proxy Statement is first being sent to shareholders on or about April 15, 2023 to shareholders of record as of April 10, 2023.

The purpose of the Meeting is to seek shareholder approval of the following proposal (the "Proposal"):

To elect five Trustees—one Class I Trustee, one Class II Trustee and three Class III Trustees.

All properly executed proxies received prior to the Meeting will be voted at that Meeting, or at any adjournments or postponements thereof, in accordance with the instructions marked on the Proxy Card. Unless instructions to the contrary are marked on the Proxy Card, proxies received will be voted "FOR" the 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 Meeting or any adjournments or postponements thereof. Any proxy may be revoked at any time prior to its exercise by submitting a properly executed, subsequently dated Proxy Card, giving written notice to Megan Kennedy, Secretary of the Fund, 1900 Market Street, Suite 200, Philadelphia, PA 19103, or by attending the Meeting and voting in person. Shareholders may authorize proxy voting by using the enclosed Proxy Card along with the enclosed envelope with pre-paid postage. Shareholders may also authorize proxy voting by telephone or through the internet by following the instructions contained on their Proxy Card. Shareholders do not have dissenter's rights of appraisal in connection with any of the matters to be voted on by the shareholders at the Meeting.

In order to transact business at the Meeting, a "quorum" must be present. Under the Fund's Amended and Restated Bylaws, a quorum is constituted by the presence in person or by proxy of holders of shares of beneficial interest of the Fund entitled to cast a majority of all the votes entitled to be cast on a matter. Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that they have not received instructions from the beneficial owners on an item for which the brokers or nominees do not have discretionary power to vote) will be treated as present for determining whether a quorum is present with respect to a particular matter at the Meeting.

The election of a Trustee to the Board requires the affirmative vote of a plurality of the shares cast at the Meeting with a quorum present. Under a plurality vote, the nominees who receive the highest number of votes will be elected even if they receive less than a majority of the votes. For purposes of the election of Trustees, abstentions and broker non-votes will be counted as shares present for quorum purposes, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on the election of the Trustees. All properly executed proxies received prior to the Meeting will be voted, at the Meeting or at any adjournments or postponements thereof,

 


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in accordance with the instructions marked thereon. Proxies received prior to the Meeting on which no vote is indicated will be voted "FOR" the election of the Trustees.

Brokers holding shares of the Fund in "street name" for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares before the Meeting. Under the rules of the New York Stock Exchange ("NYSE"), such brokers may, for certain "routine" matters, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received from their customers and clients prior to the date specified in the brokers' request for voting instructions. The Proposal is a "routine" matter and accordingly beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of the Proposal.

The chair of the Meeting shall have the power to adjourn the Meeting without further notice other than announcement at the Meeting. The Fund also has the power to postpone the Meeting to a later date and/or time in advance of the Meeting. Abstentions and broker non-votes will have the same effect at any adjourned or postponed meeting as noted above. Any business that might have been transacted at the Meeting may be transacted at any such adjourned or postponed meeting(s) at which a quorum is present.

Written notice of an adjournment of the Meeting, stating the place, date and hour thereof, shall be given to each shareholder entitled to vote thereat at least ten (10) days prior to the Meeting, if the Meeting is adjourned to a date more than one hundred twenty (120) days after the original Record Date set for the Meeting.

We will admit to the Meeting (1) all shareholders of record on April 10, 2023 (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 Meeting must present photo identification. If you plan to attend the Meeting, we ask that you call us in advance at 1-800-522-5465.

The Board has fixed the close of business on April 10, 2023 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof.

The Fund has one class of shares, par value $0.001 per share. Each share of the Fund is entitled to one vote at the Meeting, and fractional shares are entitled to a proportionate share of one vote. On the Record Date, the following number of shares of the Fund were issued and outstanding:

ASGI      

25,206,605

     

Important Notice Regarding the Availability of Proxy Materials for the Meeting Being Held on Thursday, May 25, 2023. The Proxy Materials and the Fund's most recent annual report for the fiscal year ended September 30, 2022 are available on the Internet at http://www.abrdnasgi.com. The Fund will furnish, without charge, a copy of its annual report for the fiscal year ended September 30, 2022 and any more recent reports, to any Fund shareholder upon request. To request a copy, please write to the Fund c/o abrdn Inc., 1900 Market Street, Suite 200, Philadelphia, PA 19103, or call 1-800-522-5465.

The Election of Trustees

Pursuant to the Fund's Amended and Restated Declaration of Trust, the Board is divided into three classes, as nearly equal in number as possible, each of which has a term of three years, with one class being elected each year. If elected, each Trustee is entitled to hold office until the Meeting in the year noted below or until his or her successor is elected and qualifies. Trustees who are deemed "interested persons" (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940 ("1940 Act")), of the Fund, abrdn Inc. (the "Investment Adviser") or abrdn Investments Limited (formerly, Aberdeen Asset Managers Limited, the "Investment Sub-Adviser"), are referred to in this Proxy Statement as "Interested Trustees." Trustees who are not interested persons, as described above, are referred to in this Proxy Statement as "Independent Trustees."

 


4


  

The Board, including the Independent Trustees, upon the recommendation of the Board's Nominating and Corporate Governance Committee, which is composed entirely of Independent Trustees, has nominated two Class III Trustees for an additional 3-year term and three new Trustees to the Board, as follows:

Gordon A. Baird  Class I Trustee, 3-year term ended 2024

Chris LaVictoire Mahai  Class II Trustee, 3-year term ended 2025

Thomas W. Hunersen  Class III Trustee, 3-year term ended 2026

Nany Yao Maasbach  Class III Trustee, 3-year term ended 2026

Stephen Bird  Class III Trustee, 3-year term ended 2026

Each nominee has indicated an intention to serve as a Trustee if elected and has consented to be named in this Proxy Statement.

It is the intention of the persons named as proxies on the enclosed Proxy Card(s) to vote "FOR" the election of the nominees for Trustee. The Board knows of no reason why the nominee would be unable to serve, but in the event of any such inability, the proxies received will be voted for such substituted nominee as the Board may recommend.

The following tables set forth certain information regarding the nominees for election to the Board, Trustees whose terms of office continue beyond the Meeting, and the principal officers of the Fund.

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
Trustee
   Other
Directorships
Held by Trustee
  

New Nominees for Independent Trustee:

  
Gordon A. Baird**
c/o abrdn Inc.,
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1968
  

Class I Trustee

  

New Trustee, Term expires 2024 if elected

  

Mr. Baird is the President and Chief Executive Officer of Nexos Technologies Inc. from 2019 to present. Mr. Baird is also the founder and Managing Partner of G. A. Baird Partners & Co from 2015 to present. Mr. Baird was the Chief Executive Officer of Independence Bancshares, Inc. from 2013 to 2015 and an Operating Advisor to Thomas H. Lee Partners L.P. in 2011 and 2012. From 2003 to 2011, Mr. Baird was Chief Executive Officer of Paramax Capital Partners LLC. Prior to 2003, Mr. Baird was a Director at Citigroup Global Markets, Inc., an investment analyst at State Street Bank and Trust Company and real estate analyst at John Hancock Real Estate Finance Inc.

    

1

    

None.

  
 


5


  
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
Trustee
   Other
Directorships
Held by Trustee
  
Chris LaVictoire Mahai**
c/o abrdn Inc.,
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1955
  

Class II Trustee

  

New Trustee, Term expires 2025 if elected

  

Ms. Mahai is Managing Partner of clavm, LLC, a cross-industry strategic consultancy. She served as President of Aveus, a division of Medecision and Executive Vice President of Medecision, Inc. from May 2018 to December 2021. Prior to that she was Founder, Owner and Managing Partner of Aveus LLC from 1999 to May 2018. Her corporate executive roles prior to establishing Aveus included serving as a Poynter Institute Fellow; Senior Vice President and General Manager, Star Tribune/Cowles Media Company; and several executive roles at then Frist Bank System, now US Bank.

    

1

    

None.

  
Thomas W. Hunersen**
c/o abrdn Inc.,
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1958
  

Class III Trustee

  

New Trustee, Term expires 2026 if elected

  

Mr. Hunersen is the Principal of CKW Ventures LLC (since 2013). Prior to 2013, Executive Vice President/General Manager North America/Global Head of Energy & Utilities, National Australia Bank Limited, New York, NY; Group Executive, Corporate & Institutional Recovery, Irish Bank Resolution Corporation, Dublin, Ireland; Group Executive, Bank of Ireland, Greenwich, CT; Chief Executive Officer, Slingshot GT Incorporated, Boston, MA; Assistant Vice President, Mellon Bank Corporation, Pittsburgh, PA.

    

1

    

None.

  
 


6


  
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
Trustee
   Other
Directorships
Held by Trustee
  

Nominee who is a Current Independent Trustee:

  
Nancy Yao Maasbach**
c/o abrdn Inc.,
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1972
  

Class III Trustee

   Term expires 2023, 2026 if elected
Trustee of Fund since 2020
  

Nancy Yao Maasbach has served as the President of the Museum of Chinese in America since 2015. Previously, she served as the executive director of the Yale-China Association and managing director of the corporate program at the Council on Foreign Relations. Prior to her work in non-profit, Ms. Maasbach launched the Asia coverage at the Center for Financial Research and Analysis (currently known as RiskMetrics), served as the inaugural director of policy research of Goldman Sachs' Global Markets Institute, and was an investment banker at Goldman Sachs (Asia) L.L.C. Ms. Maasbach is an independent director of the abrdn-managed India Fund and Asian Emerging Markets Fund. Ms. Maasbach is a board member of the National Committee on U.S.-China Relations, a member of the Council on Foreign Relations, and a lecturer on governance at Yale University.

    

7

    

None.

  
 


7


  
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
Trustee
   Other
Directorships
Held by Trustee
  

Nominee who is a Current Interested Trustee:

  
Stephen Bird††
c/o abrdn Inc.
1900 Market St.,
Suite 200,
Philadelphia, PA 19103
Year of Birth: 1967
  

Class III Trustee

   Term expires 2023, 2026 if elected
Trustee of Fund since 2021
  

Mr. Bird joined the Board of abrdn plc in July 2020 as Chief Executive-Designate and was formally appointed Chief Executive Officer in September 2020. Previously, Mr. Bird served as chief executive officer of global consumer banking at Citigroup from 2015, retiring from the role in November 2019. His responsibilities encompassed all consumer and commercial banking businesses in 19 countries, including retail banking and wealth management, credit cards, mortgages, and operations and technology supporting these businesses. Prior to this, Mr. Bird was chief executive for all of Citigroup's Asia Pacific business lines across 17 markets in the region, including India and China. Mr. Bird joined Citigroup in 1998, and during his 21 years with the company he held a number of leadership roles in banking, operations and technology across its Asian and Latin American businesses. Before this, he held management positions in the UK at GE Capital—where he was director of UK operations from 1996 to 1998—and at British Steel.

    

28

    

None.

  
 


8


  
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
Trustee
   Other
Directorships
Held by Trustee
  

Independent Trustees whose terms of office continue beyond the Meeting:

  
P. Gerald Malone**
c/o abrdn Inc.
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1950
  

Chair of the Board; Class II Trustee

   Term expires 2025
Trustee since 2020
  

Mr. Malone is, by profession, a lawyer of over 40 years. Currently, he is a non-executive director of a number of U.S. companies, including Medality Medical (medical technology company) and Bionik Laboratories Corp. (US healthcare company) from 2018 to July 2022. He is also Chair of many of the open and closed end funds in the Fund Complex. He previously served as Independent Chairman of UK companies Crescent OTC Ltd (pharmaceutical services) until February 2018; and fluidOil Ltd. (oil services) until June 2018; Mr. Malone was previously a Member of Parliament in the U.K. from 1983 to 1997 and served as Minister of State for Health in the U.K. government from 1994 to 1997.

    

28

    

None.

  
 


9


  
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
Trustee
   Other
Directorships
Held by Trustee
  
Todd Reit**
c/o abrdn Inc.,
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1968
  

Class II Trustee,

   Term Expires 2025
Trustee since 2020
  

Mr. Reit is a Managing Member of Cross Brook Partners LLC, a real estate investment and management company since 2017. Mr. Reit is also Director and Financial Officer of Shelter Our Soldiers, a charity to support military veterans, since 2016. Mr. Reit was formerly a Managing Director and Global Head of Asset Management Investment Banking for UBS AG, where he was responsible for overseeing all the bank's asset management client relationships globally, including all corporate security transactions, mergers and acquisitions. Mr. Reit retired from UBS in 2017 after an over 25-year career at the company and its predecessor company, PaineWebber Incorporated (merged with UBS AG in 2000).

    

1

    

None.

  
John Sievwright**
c/o abrdn Inc.,
1900 Market Street, Suite 200
Philadelphia, PA 19103
Year of Birth: 1955
  

Class I Trustee

   Term expires 2024
Trustee since 2020
  

Mr. Sievwright is a Non-Executive Director of Burford Capital Ltd (since May 2020) (provider of legal, finance, complex strategies, post-settlement finance and asset management services and products) and Revolut Limited, a UK-based digital banking firm (since August 2021). Previously, he was a Non-Executive Director for the UK company: NEX Group plc (2017-2018) (financial).

    

8

    

Non-Executive Director of Burford Capital Ltd (provider of legal finance, complex strategies, post-settlement finance and asset management services and products) since May 2020.

  

*  The "Fund Complex" consists of abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Japan Equity Fund, Inc., The India Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., abrdn Income Credit Strategies Fund, abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Global Infrastructure Income Fund, abrdn Funds (which consists of 19 portfolios) and abrdn ETFs (which consists of 3 portfolios).

**  Member of the Nominating and Corporate Governance Committee.

†  Member of the Audit Committee.

††  Deemed to be an Interested Trustee of the Fund because of his position held with the Fund's investment adviser and sub-adviser.

 


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ADDITIONAL INFORMATION ABOUT THE TRUSTEES

The Board believes that each Trustee's experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Trustees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Board believes that the Trustees' ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with the Investment Adviser, other service providers, counsel and independent auditors; and to exercise effective business judgment in the performance of their duties, support this conclusion. The Board has also considered the contributions that each Trustee can make to the Board on which he or she serves and to the Fund.

A Trustee's ability to perform his or her duties effectively may have been attained through the Trustee's executive, business, consulting, and/or legal positions; experience from service as a Trustee of the Fund and other funds/portfolios in the abrdn complex, other investment funds, public companies, or non-profit entities or other organizations; educational background or professional training or practice; and/or other life experiences. In this regard, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee in addition to the information set forth in the table above: Mr. Baird, business and leadership experience and experience as a Board member overseeing another infrastructure-strategy closed-end fund for over 17 years; Mr. Hunersen, executive leadership experience in global banking, infrastructure and technology businesses and as Chair/ Board member overseeing another infrastructure-strategy closed-end fund for over 17 years; Ms. LaVictoire Mahai, business and leadership experience and experience as a board member overseeing another infrastructure-strategy closed-end fund for over 17 years, including experience as an audit and membership and governance committee chair; Ms. Maasbach, financial and research analysis experience in and covering the Asia region and experience in world affairs; Mr. Malone, legal background and public service leadership experience, board experience with other public and private companies, and executive and business consulting experience; Mr. Reit banking and asset management experience and experience as a board member; Mr. Sievwright, banking and accounting experience and experience as a board member of public companies; Mr. Bird, Chief Executive Officer of abrdn and prior Chief Executive Officer of other public companies.

The Board believes that the significance of each Trustee's experience, qualifications, attributes or skills is an individual matter (meaning that experience important for one Trustee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness. In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees in the broader context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Fund. References to the qualifications, attributes and skills of Trustees are presented pursuant to disclosure requirements of the Securities and Exchange Commission ("SEC"), do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

OFFICERS

Name, Address and
Year of Birth
   Position(s) Held
With the Fund
   Term of Office*
and Length of
Time Served
  

Principal Occupation(s) During Past Five Years

  
Joseph Andolina**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
  

Chief Compliance Officer and Vice President, Compliance

  

Since 2020

  

Currently, Chief Risk Officer—Americas for abrdn Inc. and serves as the Chief Compliance Officer for abrdn Inc. Prior to joining the Risk and Compliance Department, he was a member of abrdn Inc.'s Legal Department, where he served as U.S. Counsel since 2012.

  
 


11


  
Name, Address and
Year of Birth
   Position(s) Held
With the Fund
   Term of Office*
and Length of
Time Served
  

Principal Occupation(s) During Past Five Years

  
Katherine Corey**
c/o abrdn Inc.
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1985
  

Vice President

  

Since 2023

  

Currently, Senior Legal Counsel, Product Governance US for abrdn Inc. Ms. Corey joined abrdn Inc. as U.S. Counsel in 2013.

  
Chris Demetriou**
abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
United Kingdom
Year of Birth: 1983
  

Vice President

  

Since 2020

  

Currently, Chief Executive Officer—UK, EMEA and Americas for abrdn. Mr. Demetriou joined abrdn in 2013, as a result of the acquisition of SVG, a FTSE 250 private equity investor based in London.

  
Joshua Duitz**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1970
  

Vice President

  

Since 2020

  

Currently, Head of Global Income at abrdn Inc. Mr. Duitz joined abrdn Inc. in 2018 from Alpine Woods Capital Investors LLC where he was a Portfolio Manager.

  
Sharon Ferrari**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1977
  

Treasurer and Chief Financial Officer

  

Treasurer and Chief Financial Officer Since 2023; Fund Officer Since 2020

  

Currently, Director—Product Management for abrdn Inc. Ms. Ferrari joined abrdn Inc. as a Senior Fund Administrator in 2008.

  
Katie Gebauer**
c/o abrdn Inc.,
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1986
  

Vice President

  

Since 2023

  

Currently, Chief Compliance Officer—ETFs and serves as the Chief Compliance Officer for abrdn ETFs Advisors LLC. Ms. Gebauer joined abrdn Inc. in 2014.

  
Alan Goodson**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
  

Vice President

  

Since 2020

  

Currently, Executive Director, Product & Client Solutions—Americas for abrdn Inc., overseeing Product Management and Governance, Product Development and Client Solutions for registered and unregistered investment companies in the U.S., Brazil and Canada. Mr. Goodson is Director and Vice President of abrdn Inc. and joined abrdn Inc. in 2000.

  
Heather Hasson**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1982
  

Vice President

  

Vice President Since 2022; Fund Officer Since 2020

  

Currently, Senior Product Solutions and Implementation Manager, Product Governance US for abrdn Inc. Ms. Hasson joined abrdn Inc. as a Fund Administrator in 2006.

  
 


12


  
Name, Address and
Year of Birth
   Position(s) Held
With the Fund
   Term of Office*
and Length of
Time Served
  

Principal Occupation(s) During Past Five Years

  
Robert Hepp**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1986
  

Vice President

  

Since 2022

  

Currently, Senior Product Governance Manager, Product Governance US for abrdn. Mr. Hepp joined abrdn, Inc. in 2016.

  
Megan Kennedy**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
  

Vice President and Secretary

  

Since 2020

  

Currently, Senior Director, Product Governance for abrdn Inc. Ms. Kennedy joined abrdn Inc. in 2005.

  
Andrew Kim**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1983
  

Vice President

  

Since 2022

  

Currently, Senior Product Governance Manager, Product Governance US for abrdn. Mr. Kim joined abrdn Inc. in 2013.

  
Brian Kordeck**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
  

Vice President

  

Since 2022

  

Currently, Senior Product Manager, Product Governance US for abrdn. Mr. Kordeck joined abrdn in 2013.

  
Michael Marsico**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1980
  

Vice President

  

Since 2022

  

Currently, Senior Product Manager, Product Governance US for abrdn. Mr. Marsico joined abrdn in 2014.

  
Christian Pittard**
abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
United Kingdom
Year of Birth: 1973
  

Chief Executive Officer and President

  

Since 2020

  

Currently, Global Head of Product Opportunities at abrdn and Director of abrdn (Holdings) PLC since 2010. Mr. Pittard joined abrdn from KPMG in 1999.

  
Lucia Sitar**
c/o abrdn Inc.,
1900 Market St,
Suite 200
Philadelphia, PA 19103
Year of Birth: 1971
  

Vice President

  

Since 2020

  

Currently, Vice President and Head of Product Management and Governance—Americas since 2021. Previously, Ms. Sitar served as Managing U.S. Counsel for abrdn Inc. Ms. Sitar joined abrdn Inc. as U.S. Counsel in July 2007.

  

*  Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are elected annually at a meeting of the Board of Trustees.

**  As of April 14, 2023, each officer may hold officer position(s) in one or more other funds which are part of the Fund Complex.

 


13


  

Ownership of Securities

Set forth in the table below is the dollar range of equity securities in the Fund and the aggregate dollar range of equity securities in the abrdn Family of Investment Companies (as defined below) beneficially owned by each Trustee or nominee as of October 31, 2022. The following key relates to the dollar ranges in the chart:

A. None
B. $1 — $10,000
C. $10,001 — $50,000
D. $50,001 — $100,000
E. over $100,000

Name of Trustee or Nominee

   Dollar Range of Equity
Securities Owned in
the Fund(1)
   Aggregate Dollar Range of Equity
Securities in All Funds Overseen by
Trustee or Nominee in Family of
Investment Companies(2)
  

New Nominees for Independent Trustee:

  

Gordon A. Baird

     

B

        

B

     

Thomas W. Hunersen

     

C

        

C

     

Chris LaVictoire Mahai

     

C

        

C

     

Nominee who is a current Independent Trustee:

  

Nancy Yao Maasbach

     

C

        

D

     

Nominee who is a current Interested Trustee:

  

Stephen Bird

     

C

        

D

     

Independent Trustees whose terms of office continue beyond the Meeting:

  

P. Gerald Malone

     

C

        

D

     

Todd Reit

     

C

        

C

     

John Sievwright

     

C

        

D

     

(1)  This information has been furnished by each Trustee as of October 31, 2022, except for each of Mr. Baird, Mr. Hunersen and Ms. LaVictoire Mahai, which information is as of April 10, 2023. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act").

(2)  "Family of Investment Companies" means those registered investment companies that share abrdn Inc. or an affiliate as the investment adviser and that hold themselves out to investors as related companies for purposes of investment and investor services.

As of October 31, 2022, the Fund's Trustees and officers, in the aggregate, owned less than 1% of the Fund's outstanding equity securities. As of October 31, 2022, none of the Independent Trustees or their immediate family members owned any shares of the Investment Adviser or Investment Sub-Adviser or of any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Investment Adviser or Sub-Adviser.

Mr. Pittard and Ms. Ferrari serve as executive officers of the Fund. As of October 31, 2022, Mr. Pittard and Ms. Ferrari did not own shares of the Fund.

 


14


  

BOARD AND COMMITTEE STRUCTURE

The Board of Trustees of the Fund is composed of five Trustees (eight Trustees if each of the New Trustees are elected), four of whom (seven, if the New Trustees are elected) are Independent Trustees. The Fund divides the Board into three classes, each class having a term of three years. Each year, the term of office of one class will expire and the successor(s) elected to such class will serve for a three year term.

The Board has appointed Mr. Malone, an Independent Trustee, as Chair. The Chair presides at meetings of the Trustees, participates in the preparation of the agenda for meetings of the Board, and acts as a liaison between the Trustees and management between Board meetings. Except for any duties specified herein, the designation of the Chair does not impose on such Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Board holds regular quarterly meetings to consider and address matters involving the Fund. The Board also may hold special meetings to address matters arising between regular meetings. The Independent Trustees also meet outside the presence of management in executive session at least quarterly and have engaged separate, independent legal counsel to assist them in performing their oversight responsibilities.

The Board has established a committee structure that includes an Audit Committee and a Nominating and Corporate Governance Committee (each discussed in more detail below) to assist the Board in the oversight and direction of the business affairs of the Fund, and from time to time may establish informal ad hoc committees or working groups to review and address the practices of the Fund with respect to specific matters. The Committee system facilitates the timely and efficient consideration of matters by the Trustees, and facilitates effective oversight of compliance with legal and regulatory requirements and of the Fund's activities and associated risks. The standing Committees currently conduct an annual review of their charters, which includes a review of their responsibilities and operations.

The Nominating and Corporate Governance Committee and the Board as a whole also conduct an annual self-assessment of the performance of the Board, including consideration of the effectiveness of the Board's Committee structure. The Committees are comprised entirely of Independent Trustees. The Committee members are also "independent" within the meaning of the NYSE listing standards. The Board reviews its structure regularly and believes that its leadership structure, including having a super-majority of Independent Trustees, coupled with an Independent Trustee as Chair, is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among the Committees and the full Board in a manner that enhances efficient and effective oversight.

Board and Committee Meetings in Fiscal Year 2022

During the fiscal year ended September 30, 2022, the Board held five meetings. During such fiscal year, based on available records, the Trustees serving during that fiscal year attended at least 100% of the aggregate number of meetings of the Board and of the Committees of the Boards on which they served.

Audit Committee

The Board has an Audit Committee consisting of all the Independent Trustees. In addition, the members of the Audit Committee are also "independent," as defined in the Fund's written Audit Committee Charter. The members of the Audit Committee are Mr. Reit, Ms. Maasbach, Mr. Malone and Mr. Sievwright. Mr. Sievwright serves as the Chair of the Audit Committee and the Audit Committee Financial Expert.

The Audit Committee oversees the scope of the Fund's audit, the Fund's accounting and financial reporting policies and practices and its internal controls. The Audit Committee assists the Board in fulfilling their responsibilities for oversight of the integrity of the Fund's accounting, auditing and financial reporting practices,

 


15


  

the qualifications and independence of the Fund's independent registered public accounting firm and the Fund's compliance with legal and regulatory requirements. The Audit Committee approves, and recommends to the Board for ratification, the selection, appointment, retention or termination of the Fund's independent registered public accounting firm and approves the compensation of the independent registered public accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided to the Fund by the independent registered public accounting firm and all permissible non-audit services provided by the Fund's independent registered public accounting firm to the Investment Adviser and service providers if the engagement relates directly to the Fund's operations and financial reporting. The Audit Committee is also responsible for monitoring the valuation of portfolio securities and other investments. The written Charter for the Audit Committee is available at the Fund's websites at www.abrdnasgi.com. During the fiscal year ended September 30, 2022, the Audit Committee met 5 times.

Service providers to the Fund, primarily the Investment Adviser, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management. As an integral part of its responsibility for oversight of the Fund, the Board oversees risk management of the Fund's investment program and business affairs. Oversight of the risk management process is part of the Board's general oversight of the Fund and its service providers.

Nominating and Corporate Governance Committee; Consideration of Potential Trustee Nominees

The Board has a Nominating and Corporate Governance Committee (the "Nominating Committee") consisting of all the Independent Trustees. The members of the Nominating Committee are Mr. Reit, Ms. Maasbach, Mr. Malone and Mr. Sievwright. Mr. Malone serves as the Chair of the Nominating Committee.

The Nominating Committee is responsible for overseeing Board governance and related Trustee practices, including selecting and recommending candidates to fill vacancies on the Board. The Nominating Committee will consider Trustee candidates recommended by shareholders of the Fund. Recommendations for consideration by a Nominating Committee should be sent to the Chair of the Nominating Committee in writing together with the appropriate biographical information concerning each such recommended nominee.

In identifying and evaluating nominees for Trustee, the Nominating Committee seeks to ensure that the Board possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and also seeks to ensure that the Board of Trustees is comprised of trustees who have broad and diverse backgrounds. The Nominating Committee looks at each nominee on a case-by-case basis. In looking at the qualification of each candidate to determine if his or her election would further the goals described above, the Nominating Committee takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. However, the Board believes that to be recommended as a nominee, whether by the Nominating Committee or at the suggestion of a shareholder, each candidate must: (1) display the highest personal and professional ethics, integrity and values; (2) have the ability to exercise sound business judgment; (3) be highly accomplished in his or her respective field; (4) have relevant expertise and experience; (5) be able to represent all shareholders and be committed to enhancing long-term shareholder value; and (6) have sufficient time available to devote to activities of the Board and enhance his or her knowledge of the Fund's business. The Nominating Committee met one time during the fiscal year ended September 30, 2022. The Board has adopted a written Charter for the Nominating Committee, which is available at the Fund's website at www.abrdnasgi.com.

Board Oversight of Risk Management

The Fund is subject to a number of risks, including, among others, investment, compliance, operational and valuation risks. Risk oversight forms part of the Board's general oversight of the Fund and is addressed as part of

 


16


  

various Board and Committee activities. The Board has adopted, and periodically reviews, policies and procedures designed to address these risks. Different processes, procedures and controls are employed with respect to different types of risks. Day-to-day risk management functions are subsumed within the responsibilities of the Fund's Investment Adviser, who carry out the Fund's investment management and business affairs and other service providers in connection with the services they provide to the Fund. The Investment Adviser and other service providers have their own, independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. As part of its regular oversight of the Fund, the Board, directly and/or through a Committee, interacts with and reviews reports from, among others, the Investment Adviser and the Fund's other service providers (including the Fund's transfer agent), the Fund's Chief Compliance Officer, the Fund's independent registered public accounting firm, legal counsel to the Fund, and internal auditors, as appropriate, relating to the operations of the Fund. The Board also requires the Investment Adviser to report to the Board on other matters relating to risk management on a regular and as-needed basis. The Board recognizes that it may not be possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.

Communications with the Board of Trustees

Shareholders who wish to communicate with Board members with respect to matters relating to the Fund may address their written correspondence to the Board as a whole or to individual Board members c/o abrdn Inc., the Fund's administrator, at 1900 Market Street, Suite 200, Philadelphia, PA 19103, or via e-mail to the Trustee(s) c/o abrdn Inc. at Investor.Relations@abrdn.com.

Trustees Attendance at Annual Meetings of Shareholders

The Fund has not established a formal policy with respect to Trustee attendance at annual meetings of shareholders.

REPORTS OF THE AUDIT COMMITTEE; INFORMATION REGARDING THE FUND'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At a meeting held on December 13, 2022, the Board, including a majority of the Independent Trustees, selected KPMG LLP ("KPMG") to act as the independent registered public accounting firm for the Fund for the fiscal year ending September 30, 2023. Representatives from KPMG are not expected to be present at the Meeting to make a statement or respond to questions from shareholders. If requested by any shareholder by two (2) business days before the Meeting, a representative from KPMG will be present by telephone at the Meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she chooses to do so.

The Fund's financial statements for the fiscal year ended September 30, 2022 were audited by KPMG. The Audit Committee of the Fund has reviewed and discussed the audited financial statements of the Fund with management of the Fund. The Audit Committee of the Fund has received the written disclosures and the letter from KPMG required by The Public Company Accounting Oversight Board ("PCAOB") Rule 3526 (PCAOB Rule 1, Communication with Audit Committees Concerning Independence), as may be modified or supplemented, and have discussed with KPMG its independence with respect to the Fund. The Fund knows of no direct financial or material indirect financial interest of KPMG in the Fund. The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. Based on the foregoing review and discussions, the Audit Committee of the Fund recommended to the Board that the audited financial statements of the Fund for the fiscal year ended September 30, 2022 be included in the Fund's most recent annual report filed with the SEC.

 


17


  

John Sievwright, Chair of the Audit Committee
Nancy Yao Maasbach, Member of the Audit Committee
P. Gerald Malone, Member of the Audit Committee
Todd Reit, Member of the Audit Committee

The following table sets forth the aggregate fees billed for professional services rendered by KPMG during the Fund's fiscal years ended September 30, 2022, and September 30, 2021:

     

2022

  

2021

  

Audit Fees(1)

  

$

102,370

     

$

68,650

     

Audit-Related Fees(2)

  

$

0

     

$

0

     

Tax Fees(3)

  

$

0

     

$

18,000

     

All Other Fees(4)

  

$

0

     

$

0

     

Total

  

$

102,370

     

$

86,650

     

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

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

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

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

The Audit Committee is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to the Fund and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to the Fund's Investment Adviser, and any service provider to the Fund controlling, controlled by or under common control with the Fund's Investment Adviser that provided ongoing services to the Fund ("Covered Service Provider"), if the engagement relates directly to the operations and financial reporting of the Fund. The aggregate fees billed by KPMG for non-audit services rendered to the Fund, the Investment Adviser and any Covered Service Providers for the fiscal years ended September 30, 2022, and September 30, 2021, was $279,469 and $419,745, respectively.

All of the services described in the table above were pre-approved by the Audit Committee.

The Audit Committee has adopted an Audit Committee Charter that provides that the Audit Committee shall annually select, retain or terminate, and recommend to the Board for their ratification, the selection, retention or termination, the Fund's independent auditor and, in connection therewith, evaluate the terms of the engagement (including compensation of the auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Investment Adviser, and receive the independent auditor's specific representations as to its independence, delineating all relationships between the independent auditor and the Fund, consistent with the Independent Standards Board ("ISB") Standard No. 1. The Audit Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Fund management or the Investment Adviser that the Fund,

 


18


  

Investment Adviser or their affiliated persons, employ the independent auditor to render "permissible non-audit services" to the Fund and to consider whether such services are consistent with the independent auditor's independence.

The Audit Committee has considered whether the provision of non-audit services that were rendered to the Investment Adviser and any entity controlling, controlled by, or under common control with these entities that provides ongoing services to the Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence and has concluded that it is independent.

COMPENSATION

The following table sets forth information regarding compensation of Trustees from the Fund and by the Fund Complex of which the Fund is a part for the fiscal year ended September 30, 2022. All officers of the Fund are employees of and are compensated by the Fund's Investment Adviser or its affiliates. None of the Fund's executive officers received any compensation from the Fund for such period. The Fund does not have any bonus, profit sharing, pension or retirement plans.

Name of Trustee

   Aggregate Compensation
from Fund for
Fiscal Year Ended
September 30, 2022
   Total Compensation
From Fund and Fund
Complex Paid
To Directors*
  

Nancy Yao Maasbach

  

$

28,754.52

     

$

286,018

     

P. Gerald Malone

  

$

49,509

     

$

578,090

     

Todd Reit

  

$

54,755

     

$

54,755

     

John Sievwright

  

$

41,635

     

$

228,529

     

Delinquent Section 16(a) Reports

Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, as applied to the Fund, require the Fund's officers and Trustees, certain officers and directors of the Investment Adviser, affiliates of the Investment Adviser, and persons who beneficially own more than 10% of the Fund's outstanding securities to electronically file reports of ownership of the Fund's securities and changes in such ownership with the SEC and the NYSE.

Based solely on the Fund's review of such forms filed on EDGAR or written representations from reporting persons that all reportable transactions were reported, to the knowledge of the Fund, during the fiscal period ended September 30, 2022, the Fund's officers, Trustees and greater than 10% owners timely filed all reports they were required to file under Section 16(a), except that: (i) Robert Hepp and Andrew Kim each filed a late Form 3 filing following their respective appointments as Vice Presidents of the Fund; and (ii) Grant Hotson and Neil Slater each filed a late Form 3 filing following their respective appointments as directors of the Investment Sub-Adviser.

Relationship of Trustees or Nominees with the Investment Adviser

abrdn Inc. serves as the Fund's investment adviser. abrdn Inc. is a Delaware corporation with its principal business office located at 1900 Market Street, Suite 200, Philadelphia, PA 19103. abrdn Inc. also provides investor relations services to the Fund under an investor relations services agreement. Messrs. Andolina, Demetriou, Goodson and Mmes. Kennedy and Sitar, who serve as officers of the Fund, are also directors and/or officers of abrdn Inc.

abrdn Investments Limited (formerly, Aberdeen Asset Managers Limited) ("aIL") serves as Investment Sub-Adviser to the Fund pursuant to a sub-advisory agreement dated June 19, 2020. aIL has a registered office at 10 Queen's Terrace, Aberdeen, Scotland AB10 1YG and is a corporation organized under the laws of Scotland

 


19


  

and a U.S. registered investment adviser. aIL provides equity, fixed income and real estate advisory services, as well as alternative strategies. Mr. Stephen Bird, a Trustee of the Fund, served as Chairman and an Executive Director of abrdn plc. (formerly Standard Life Aberdeen plc) during the year ended September 30, 2021. Mr. Bird is also a shareholder of abrdn plc.

In rendering investment advisory services, abrdn Inc. and aIL may use the resources of investment advisor subsidiaries of abrdn. These affiliates have entered into a memorandum of understanding/personnel sharing procedures pursuant to which investment professionals from each affiliate may render portfolio management and research services to US clients of the abrdn affiliates, including the Fund, as associated persons of the Investment Adviser or Investment Sub-Adviser. No remuneration is paid by the Fund with respect to the memorandum of understanding/personnel sharing arrangements.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES AS TRUSTEES.

ADDITIONAL INFORMATION

Sub-Administrator. State Street Bank & Trust Company, located at 1 Heritage Drive, 3rd Floor, North Quincy, MA 02171, serves as sub-administrator to the Fund.

Expenses. The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice and Proxy Statement will be borne proportionately by the Fund. The Fund will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of the Fund. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone, telegraph or personal interview. Such solicitation may be conducted by, among others, officers, Trustees and employees of the Fund, abrdn Inc., aIL or their affiliates.

AST Fund Solutions, LLC ("AST") has been retained to assist in the solicitation of proxies and will receive an estimated fee of $2,500 and be reimbursed for its reasonable expenses. Total payments for the Fund to AST are expected to be between approximately $2,500 and $3,500.

Solicitation and Voting of Proxies. Solicitation of proxies is being made primarily by the mailing of this Proxy Statement with its enclosures on or about April 15, 2023. As mentioned above, AST has been engaged to assist in the solicitation of proxies. As the date of the Meeting approaches, certain shareholders of the Fund may receive a call from a representative of AST, if the Fund has not yet received their vote. Authorization to permit AST to execute proxies may be obtained by telephonic instructions from shareholders of the Fund. Proxies that are obtained telephonically will be recorded in accordance with procedures that management of the Fund believes are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.

Beneficial Owners. Based upon filings made with the SEC, as of March 31, 2023, the following table shows certain information concerning persons who may be deemed beneficial owners of 5% or more of the shares of the Fund:

Class

  

Name and Address

   Number of Shares
Beneficially Owned
  

Percentage of Shares

  

Common Stock

   UBS Group AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
    

466,228

      

5.27

%

  
 


20


  

Shareholder Proposals. Any Rule 14a-8 shareholder proposal to be considered for inclusion in the Fund's proxy statement and form of proxy for the annual meeting of shareholders to be held in 2024 should be received by the Secretary of the Fund no later than December 17, 2023. There are additional requirements regarding proposals of shareholders, and a shareholder contemplating submission of a proposal for inclusion in the Fund's proxy materials is referred to Rule 14a-8 under the 1934 Act.

Non-Rule 14a-8 proposals of business to be considered by the Fund's shareholders may be made at an annual meeting of shareholders (1) by or at the direction of the Board of Trustees or (2) by any shareholder of the Fund who was a shareholder of record from the time the shareholder gave notice as provided in the Fund's By-Laws to the time of the annual meeting, who is entitled to vote at the annual meeting on any such business and who has complied with the By-Laws. Pursuant to the Fund's By-Laws, for any such business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Fund and such business must otherwise be a proper matter for action by the shareholders. To be timely, a shareholder's notice shall set forth all information required under the Fund's By-Laws and shall be delivered to the Secretary of the Fund at the principal executive office of the Fund neither earlier than 9:00 a.m., Eastern Time, on the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day before the first anniversary of the date of the proxy statement for the preceding year's annual meeting; provided, however, that in the event the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year's annual meeting, or in the event that no annual meeting was held the preceding year, notice by the shareholder will be timely if so delivered not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which public announcement of the date of such annual meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a shareholder's notice as described above.

In accordance with Rule 14a-4(c), the Fund may exercise discretionary voting authority with respect to any shareholder proposals for this Meeting not included in the proxy statement and form of proxy card which are not submitted to the Fund within the time-frame indicated above. Even if timely notice is received, the Fund may exercise discretionary voting authority in certain other circumstances permitted by Rule 14a-4(c) and SEC guidance related thereto. Discretionary voting authority is the ability to vote proxies that shareholders have executed and returned to the Fund on matters not specifically reflected on the form of proxy card.

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING 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.

Other Business

The Investment Adviser knows of no business to be presented at the Meeting, other than the Proposal set forth in this Proxy Statement, but should any other matter requiring the vote of shareholders arise, the proxies will vote thereon according to their discretion.

By order of the Boards of Trustees,

Megan Kennedy, Secretary
abrdn Global Infrastructure Income Fund

 


21


  

  

ABRDN GLOBAL INFRASTRUCTURE INCOME FUND
PO Box 43131
Providence, RI 02940-3131
EVERY VOTE IS IMPORTANT
  EASY VOTING OPTIONS:

   

   

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

     
   

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

     
   

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

     
   

  

  

VOTE IN PERSON

Attend Shareholder Meeting

1900 Market Street, Suite 200

Philadelphia, PA 19103

on May 25, 2023

   

   

   

Please detach at perforation before mailing.

   

   

PROXY ABRDN GLOBAL INFRASTRUCTURE INCOME FUND
  ANNUAL MEETING OF SHAREHOLDERS
  TO BE HELD ON MAY 25, 2023

   

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of abrdn Global Infrastructure Income Fund (the "Fund"), revoking previous proxies, hereby appoints Megan Kennedy, Andrew Kim and Robert Hepp, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of abrdn Global Infrastructure Income Fund which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on Thursday, May 25, 2023, at 12:30 p.m. Eastern Time, at the offices of abrdn Inc., located at 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103, and at any adjournment thereof as indicated on the reverse side. Please refer to the Proxy Statement for a discussion of these matters.

   

In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.

   

Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast "FOR" the nominees for Trustee.

   

  VOTE VIA THE INTERNET: www.proxy-direct.com
  VOTE VIA THE TELEPHONE: 1-800-337-3503
       

   

   

   

   

   

   

   

   

   

ASG_33190_032323

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

abrdn Global Infrastructure Income Fund

Annual Shareholders Meeting to be held on May 25, 2023, at 12:30 p.m. (Eastern Time)

The Notice of Annual Meeting, Proxy Statement and Proxy card for this meeting are available at:

http://www.abrdnasgi.com

   

   

   

   

   

   

   

   

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

   

   

   

   

   

   

   

Please detach at perforation before mailing.

   

   

In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement dated April 15, 2023 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:    

  

Proposal THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR TRUSTEES IN THE PROPOSAL.

   

1.To elect five Trustees -one Class I* Trustee, one Class II** Trustee and three Class III*** Trustees.

   

  FOR WITHHOLD  
01. Gordon A. Baird*      

 

02. Chris LaVictoire Mahai**

     
03. Thomas W. Hunersen***      
04. Nany Yao Maasbach***      
05. Stephen Bird***      

   

   

   

   

   

   

   

   

Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below

   

Note:Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

   

Date (mm/dd/yyyy) ─ Please print date below   Signature 1 ─ Please keep signature within the box   Signature 2 ─ Please keep signature within the box
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xxxxxxxxxxxxxx ASG 33190 xxxxxxxx