UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
| Investment Company Act file number: |
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811-23490 |
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| Exact name of registrant as specified in charter: |
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abrdn Global Infrastructure Income Fund |
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| Address of principal executive offices: |
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1900 Market Street, Suite 200 |
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Philadelphia, PA 19103 |
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| Name and address of agent for service: |
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Sharon Ferrari |
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abrdn Inc. |
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1900 Market Street Suite 200 |
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Philadelphia, PA 19103 |
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| Registrant’s telephone number, including area code: |
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1-800-522-5465 |
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| Date of fiscal year end: |
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September 30 |
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| Date of reporting period: |
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September 30, 2025 |
Item 1. Reports to Stockholders.
abrdn Global Infrastructure Income Fund (ASGI)
Annual Report
September 30, 2025
Distribution Policies (unaudited)
The Board of Trustees (the "Board") of
the abrdn Global Infrastructure Income Fund (the “Fund”) has authorized a managed distribution policy (“MDP”) of paying monthly distributions at an annual rate, set once a year, that is a
percentage of the average daily net asset value ("NAV") for the previous month-end prior to declaration date (the "Distribution Policy"). The Distribution Policy is subject to regular review by the Board. The
Distribution Policy seeks to provide investors with a distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital. With each distribution, the
Fund will issue a notice to
shareholders and an accompanying press
release which will provide detailed information regarding the amount and estimated composition of the distribution and other information required by the Fund’s exemptive order. The Board may amend or terminate
the MDP at any time without prior notice to shareholders; however, at this time, there are no reasonably foreseeable circumstances that might cause the termination of the MDP. You should not draw any conclusions about
the Fund’s investment performance from the amount of distributions or from the terms of the Fund’s MDP.
Distribution Disclosure
Classification (unaudited)
The Fund’s policy is to provide
investors with a stable distribution rate. Each monthly distribution will be paid out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
The Fund is subject to U.S.
corporate, tax and securities laws. Under U.S. tax rules, the amount applicable to the Fund and character of distributable income for each fiscal period depends on the actual exchange rates during the entire year
between the U.S. Dollar and the currencies in which Fund assets are denominated and on the aggregate gains and losses realized by the Fund during the entire year.
Therefore, the exact amount
of distributable income for each fiscal year can only be determined as of the end of the Fund’s fiscal year, September 30. Under Section 19 of the Investment Company Act of
1940, as amended (the “1940
Act”), the Fund is required to indicate the sources of certain distributions to shareholders. The estimated distribution composition may vary from month to month because it may be materially impacted by future
income, expenses and realized gains and losses on securities and fluctuations in the value of the currencies in which Fund assets are denominated.
The distributions for the
fiscal year ended September 30, 2025 consisted of 20% net investment income, 31% net realized gains and 49% tax return of capital.
In January 2026, a Form
1099-DIV will be sent to shareholders, which will state the final amount and composition of distributions and provide information with respect to their appropriate tax treatment for the 2025 calendar year.
abrdn Global Infrastructure Income
Fund
Letter to Shareholders (unaudited)
Dear Shareholder,
We present the Annual Report,
which covers the activities of abrdn Global Infrastructure Income Fund (the “Fund”), for the fiscal year ended September 30, 2025. The Fund’s principal investment objective is to seek to provide
a high level of total return with an emphasis on current income. The Fund seeks to achieve its investment objective by investing in a portfolio of income-producing public and private infrastructure equity investments
from around the world.
Total Investment Return1
For the fiscal year ended
September 30, 2025, the total return to shareholders of the Fund based on the net asset value (“NAV”) and market price of the Fund, respectively, compared to the Fund’s benchmark, is as
follows:
| NAV2,3
| 15.21%
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| Market Price2
| 18.55%
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| S&P Global Infrastructure Index (Net Total Return)4
| 15.80%
|
For more information about
Fund performance, please visit the Fund on the web at www.aberdeenasgi.com. Here, you can view quarterly commentary on the Fund's performance, monthly fact sheets, distribution and performance information, and other
Fund literature.
NAV, Market Price and
Premium(+)/Discount(-)
The below table represents a
comparison between the current fiscal year end and the prior fiscal year end of the Fund's market price to NAV and associated Premium(+) and Discount(-).
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| NAV
| Closing
Market
Price
| Premium(+)/
Discount(-)
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| 9/30/2025
| $21.51
| $21.13
| -1.77%
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| 9/30/2024
| $21.17
| $20.21
| -4.53%
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During the fiscal year ended
September 30, 2025, the Fund’s NAV was within a range of $18.76 to $21.52 and the Fund’s market price traded within a range of $16.83 to $21.62. During the fiscal year ended September 30, 2025, the
Fund’s shares traded within a range of a premium(+)/discount(-) of -11.94% to 1.67%.
Reorganization
On October 13, 2025, the Fund
announced that it had successfully completed the reorganization of abrdn Japan Equity Fund, Inc. (“JEQ”) into ASGI after the close of regular business on October 10, 2025 ("Reorganization"). In the
Reorganization, common shareholders of JEQ received an amount of ASGI common shares with a net asset value equal to the aggregate net asset value of their holdings of JEQ common shares, as determined at the close of
regular business on October 10, 2025. Any applicable fractional shares were paid as cash-in-lieu to the applicable holder. The Reorganization was structured as a tax-free transaction.
Aberdeen Name Change
On March 4, 2025, abrdn plc,
the parent company of the Fund's adviser and sub-adviser, announced that it would change its name, and from that date, will use `Aberdeen' as the principal trading identity for its Investments business. On March 12,
2025, abrdn plc completed the steps to legally change its name to Aberdeen Group plc. Aberdeen has retained `abrdn' as an operational abbreviation across its subsidiary legal entities (including the Fund's adviser and
sub-adviser, fund names and descriptors).
Distribution Policies
The Fund has a managed
distribution policy of paying monthly distributions at an annual rate, set once a year, as a percentage of the rolling average of the Fund’s NAV over the preceding month-end prior to declaration date. In March
2025, the Board determined the rolling distribution rate to be 12% for the 12-month period commencing with the distribution payable in April 2025. This policy will be subject to regular review by the Board. The
distributions will be made from current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital, which is a nontaxable return of capital.
The Fund is covered under
exemptive relief received by the Fund’s investment adviser from the U.S. Securities and Exchange Commission ("SEC") that allows the Fund to distribute long-term capital gains as frequently as monthly in any one
taxable year.
On October 9, 2025 and
November 11, 2025, the Fund announced that it will pay on October 31, 2025 and November 28, 2025, a distribution of $0.21 per share, to all shareholders of record as of October 24, 2025 and November 21,
2025.
{foots1}
| 1
| Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than original cost. Current performance may be
lower or higher than the performance quoted. NAV return data include investment management fees, custodial charges and administrative fees (such as Trustee and legal fees) and assumes the reinvestment of all
distributions.
|
{foots1}
| 2
| Assuming the reinvestment of dividends and distributions.
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{foots1}
| 3
| The Fund’s total return is based on the financial statement NAV, which is updated for financial statement rounding and/or financial statement adjustments, and differs from the reported NAVs on the
fiscal year ended September 30, 2025 and the fiscal year ended September 30, 2024. The Fund’s total return for the fiscal year ended September 30, 2025 based on the reported NAV of $21.07 was: 12.96%.The
Fund’s total return for the fiscal year ended September 30, 2024 based on the reported NAV of $21.15 was: 23.33%.
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{foots1}
| 4
| The S&P Global Infrastructure Index (Net Total Return) is an unmanaged index considered representative of stock markets of developed and emerging markets. Indexes are unmanaged and have been
provided for comparison purposes only. Indexes are unmanaged and provided for comparison purposes only. No fees or expenses are reflected. You cannot invest directly in an index.
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| abrdn Global Infrastructure Income Fund
| 1
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Letter to Shareholders (unaudited) (concluded)
Private Investments
The portion of the Fund's
portfolio invested in private placements represented 21.5% of the Fund's assets on September 30, 2025.
Open Market Repurchase Program
On December 12, 2023, the
Fund's Board approved an open market repurchase and discount management policy (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount
and timing of any repurchase determined at the discretion of the Fund's investment adviser. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of management
based on historical discount levels and current market conditions. If shares are repurchased, the Fund reports repurchase activity on the Fund's website on a monthly basis. For the fiscal year ended September 30,
2025, the Fund did not repurchase any shares through the Program.
Unclaimed Share Accounts
Please be advised that
abandoned or unclaimed property laws for certain states require financial organizations to transfer (escheat) unclaimed property (including Fund shares) to the state. Each state has its own definition of unclaimed
property, and Fund shares could be considered “unclaimed property” due to account inactivity (e.g., no owner-generated activity for a certain period), returned mail (e.g., when mail sent to
a shareholder is returned to the Fund's transfer agent as undeliverable), or a combination of both. If your Fund shares are categorized as unclaimed, your financial advisor or the Fund's transfer agent will
follow the applicable state’s statutory requirements to contact you, but if unsuccessful, laws may require that the shares be escheated to the appropriate state. If this happens, you will have to contact the
state to recover your property, which may involve time and expense. For more information on unclaimed property and how to maintain an active account, please contact your financial adviser or the Fund's transfer
agent.
Portfolio Holdings Disclosure
The Fund's complete schedule
of portfolio holdings for the second and fourth quarters of each fiscal year are included in the Fund's semi-annual and annual reports to shareholders. The Fund files its complete schedule of portfolio holdings with
the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. These reports are available on the SEC’s website at www.sec.gov. The Fund makes the information
available to shareholders upon request and without charge by calling Investor Relations toll-free at 1-800-522-5465.
Proxy Voting
A description of the policies
and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month
period ended June 30 is available by August 31 of the relevant year: (1) upon request
without charge by calling Investor Relations
toll-free at 1-800-522-5465; and (2) on the SEC’s website at www.sec.gov.
Investor Relations Information
As part of Aberdeen's
commitment to shareholders, we invite you to visit the Fund on the web at www.aberdeenasgi.com. Here, you can view monthly fact sheets, quarterly commentary, distribution and performance information, as well as other
Fund literature. Enroll in Aberdeen's email services to receive content related to your fund. In addition, you will receive monthly factsheets based on your preferences. Sign up today at www.aberdeenasgi.com.
Contact Us:
| •
| Visit: www.aberdeenasgi.com
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| •
| Email: Investor.Relations@aberdeenplc.com; or
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| •
| Call: 1-800-522-5465 (toll free in the U.S.).
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Yours sincerely,
/s/ Alan Goodson
Alan Goodson
President
{foots1}
All amounts are U.S.
Dollars unless otherwise stated.
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| abrdn Global Infrastructure Income Fund
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Report of the Investment Adviser (unaudited)
Performance Review
For the fiscal year ended
September 30, 2025, the value of the abrdn Global Infrastructure Income Fund returned 15.21%1 in net asset value2 terms, compared with a return of 15.80% in the Fund’s benchmark, the S&P Global Infrastructure Net Index1. On a market-price basis for the same period, shares returned 18.55%.
Market Review
Global stock markets rose
strongly over the 12-month period. Equities weakened in October amid geopolitical tensions and mixed earnings. President Donald Trump’s November election win, and the Administration’s perceived pro-growth
agenda, initially boosted equities. However, expectations around future policy created concerns about inflation and led to softer equity performance at the end of 2024. Equities saw a recovery in January 2025 on hopes
of a soft landing4 and continued disinflation. Although concerns about the economic effects of tariffs weighed on equities from February onwards, leading to a notable
sell-off in April, this was followed by a marked rebound towards the end of the period as many tariffs were either reduced or paused. However, the partial shutdown of the U.S. government starting in September added to
economic and political uncertainty. Inflation eased earlier in the year, but remaining above target, central banks maintained a data-dependent stance. Global economic growth held up better than expected, with
early-2025 fears of a U.S. recession proving to be short-lived.
Looking at the listed
infrastructure sector, we saw the group move higher over the 12 months under review, in unison with the broader global equity market. With artificial intelligence (AI) still the key driver of equity market sentiment,
the energy infrastructure sector, including pipeline operators, reported unprecedented demand for gas to fuel the electricity needs of planned AI data centers, supported by driven capital investment and anticipated
operational efficiency gains. Not only is this change agent driving increased throughput5 on existing pipeline assets, but we are also seeing new pipeline projects being commissioned at very attractive returns, with long-term
offtake agreements6 in place. Despite increased demand for electricity, it has been a challenging 12 months for renewables, with the Trump administration effectively
revisiting large portions of the Inflation Reduction Act7 and continuing to be a vocal dissenter against offshore wind.
The renewable sector has seen
some green shoots of recovery in recent months, as contracted power prices8 have moved higher and investors have started to see the sector as part of the solution for serving AI-driven electricity demand. Within
transportation, we continued to see a bifurcation between consumer-exposed segments and more industrial-focused companies, with airports performing well as passenger volumes moved higher and spending per traveler also
improved, contrasting this with rail operators, which have yet to see a recovery in freight volumes.
Portfolio Review
During the 12-month review
period, infrastructure sector returns have reflected developments in the global markets overall. The benchmark S&P Global Infrastructure Index gives exposure to three main infrastructure segments: transportation,
utilities, and energy. The Fund concentrates primarily on industrials, utilities, energy, and communication services. Over the past year, utilities modestly weighed on relative returns due to stock selection,
though the Fund’s underweight position in the sector offered a slight offset. An active allocation to real estate also had a negative impact. Conversely, active exposures to information technology and
communication services contributed positively to relative performance.
In terms of individual stocks
that detracted, XPLR Infrastructure, the U.S. renewable developer, was a notable laggard after announcing the outcome of its strategic review, which included suspending dividends and issuing guidance that there will
be no growth through to 2030. We continue to own the stock as we believe shares remain undervalued after the market’s reaction to the 4Q strategic update.
{foots1}
| 1
| Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than original cost. Current performance may be
lower or higher than the performance quoted. Net asset value return data include investment management fees, custodial charges and administrative fees (such as Director and legal fees) and assumes the reinvestment of
all distributions.
|
{foots1}
| 2
| Net asset value (“NAV”) – A key measure of the value of a company, fund or trust – the total value of assets less liabilities, divided by the number of shares.
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{foots1}
| 4
| Soft landing – A milder economic slowdown compared to a recession.
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{foots1}
| 5
| Throughput – The amount of product or material such as gas, oil or electricity that moves through a system or facility over a certain period of time.
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{foots1}
| 6
| Offtake agreement – A contract in which a buyer agrees to purchase part or all of a company’s future production, such as gas or electricity, at an agreed price. It helps the producer secure steady income
and reduce financial risk.
|
{foots1}
| 7
| Inflation Reduction Act – A major US law passed in 2022 that aims to lower inflation by reducing government deficits, investing in clean energy and making healthcare more affordable.
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{foots1}
| 8
| Contracted power prices – The agreed prices at which electricity is sold by producers, such as renewable energy companies or power plant operators, under long-term contracts to buyers such as utilities that
distribute electricity or large companies that use significant amounts of power. These agreements, often called power purchase agreements, give both sides greater certainty about future costs and revenues.
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| abrdn Global Infrastructure Income Fund
| 3
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Report of the Investment Adviser (unaudited) (continued)
With a strong operational fleet, no exposure
to IRA tax credit phase-out, and stable contracted cash flows, downside risk appears limited.
Cellnex Telecom, the European
tower company, and American Tower, its U.S. counterpart, underperformed as interest rates moved higher, with investors pricing in the risk of an increasing inflationary environment due to tariffs. In addition,
American Tower came under pressure as investors debated whether SpaceX’s purchase of cellular spectrum signalled the start of greater competition for towers from satellite operators. However, we believe the risk
is marginal, as the real value for satellite operators lies in areas without existing tower infrastructure.
Mobico Group, the U.K.
transportation company, announced the conclusion of the U.S. school bus sale process, with the valuation coming in below expectations and resulting in limited opportunities to deleverage9 the balance sheet. We subsequently sold our position in the company.
Among the positive
contributors, IHS Holding, the African tower company, reported good quarterly earnings that indicated it had moved past the worst of the disruption in Nigeria and had become more confident of a rebound in
telecommunications operators’ capital expenditures after the government’s decision to allow them to raise prices.
Trinity Gas Holdings, a
contracted gas storage asset in eastern Texas, became operational in the first half of 2025 with the completion of its first phase. The facility is the first new gas storage project in the region in over 30 years and
underpins a reliable energy network for both gas utilities and power generators across Texas, particularly in the fast-growing Dallas-Fort Worth metroplex.
CoreCivic, reacted positively
to the election outcome, reflecting expectations for a more supportive operating environment for the sector.
Helios Towers, the
Africa-based tower company, reported solid earnings, showing a continuation of strong revenue trends, margin improvement, and cash flow generation. It also announced plans for an investor day in November 2025, where
the company will set out new growth targets and changes to its capital return policy, which are likely to increase shareholder returns.
The monthly distribution10 reflects the Fund’s current policy to provide shareholders with a relatively stable cash flow per share. This policy did not have a material
effect on the Fund’s investment strategy over the reporting period. During the 12-month period ended
September 30, 2025, the distributions comprised
ordinary income, long-term capital gains, and a return of capital.
Outlook
Infrastructure remains a
compelling way to navigate market volatility while benefiting from essential, irreplaceable assets. Amid the focus on near-term trends, it is important not to lose sight of the long-term structural drivers that
underpin this asset class. As the global trade shock has moderated and the risk of a tariff spiral has receded, the probability of a U.S. recession has fallen. However, uncertainty persists, with U.S. trade and fiscal
policy likely to remain sources of volatility for both the global economy and financial markets. Against this backdrop, we reiterate the importance of maintaining exposure to a diverse set of high-quality global
opportunities.
We remain positive on global
equities, especially given our highly selective, quality-first approach underpinned by local research across developed and emerging markets. In an environment characterised by slowing growth, heightened volatility,
and rising dispersion, we think high-quality infrastructure companies maintain robust financial positions and structural growth tailwinds are particularly well placed.
With the US Federal Reserve
(Fed) moving towards an easing cycle, this should be positive for infrastructure valuations, although this is not always reflected immediately, particularly given investors’ exuberance for all things related to
AI. An interesting observation – rather than an outlook – and perhaps somewhat linked to the Fed’s easing, is the performance of renewables over the past couple of months.
The recent performance of
renewables offers an important perspective on market dynamics. After a sharp sell-off triggered by fears that the Trump administration would dismantle the Inflation Reduction Act, the sector has staged a notable
recovery. Rising power prices, fueled by accelerating data center demand and electrification trends, continue to underpin strong fundamentals for renewables even without tax credits. These factors reinforce the
long-term investment case for clean energy within diversified infrastructure portfolios, where structural growth drivers remain intact despite policy uncertainty.
Looking beyond these
near-term market fluctuations, infrastructure continues to stand out as an attractive investment opportunity, offering defensive characteristics and long-term value in an uncertain macroeconomic environment. We also
believe infrastructure provides a compelling way to navigate volatility while benefiting from essential, irreplaceable assets. Amid the focus on near-term trends, it is important not to lose sight of the long-term
structural drivers we
{foots1}
| 9
| Deleverage – Reducing debt to improve financial stability. A company might do this by using existing cash flows or by raising cash through asset sales to repay loans, helping to lower risk and future interest
costs.
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{foots1}
| 10
| Distribution – The payment of any income, capital gains or return of capital by a fund.
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| 4
| abrdn Global Infrastructure Income Fund
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Report of the Investment Adviser (unaudited) (concluded)
see in infrastructure – namely the energy
transition, digital acceleration, aging infrastructure, and increasing urbanization.
abrdn Inc.
Risk Considerations
Past performance is not an
indication of future results.
Infrastructure-related
issuers may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated
with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable
prices, the effects of energy conservation policies and other factors. The Fund’s investments in private companies may be subject to higher risk than investments in securities of public companies.
International investing
entails special risk considerations, including currency fluctuations, lower liquidity, economic and political risks, and differences in accounting methods; these risks are generally heightened for emerging market
investments. Equity stocks of small and mid-cap companies carry greater risk, and more volatility than equity stocks of larger, more established companies. Dividends are not guaranteed and a company’s future
ability to pay dividends may be limited.
Private companies may be subject to higher
risk than investments in securities of public companies. Little public information may exist about many of the issuers of these securities, and the Fund will be required to rely on the ability of the Investment
Adviser and Sub-Adviser to obtain adequate information to evaluate the potential risks and returns involved in investing in these issuers. If the Investment Adviser or Sub-Adviser are unable to obtain all
material information about the issuers of these securities, it may be difficult to make a fully informed investment decision, and the Fund may lose some or all of its investment in these securities. These factors
could subject the Fund to greater risk than investments in securities of public companies and negatively affect the Fund’s investment returns, which could negatively impact the dividends paid to you and the
value of your investment. In addition, the Fund will likely be able to sell its investments in private companies only in private transactions with another investor or group of investors, and there can be no assurance
that the Fund will be able to successfully arrange such transactions if and when it desires to sell any of its investments in private companies or, if successfully arranged, that the Fund will be able to obtain
favorable values upon the sale of its investments in private companies in such transactions.
| abrdn Global Infrastructure Income Fund
| 5
|
3The S&P Global Infrastructure Index is an
unmanaged index considered representative of stock markets of developed and emerging markets.
Total Investment Return (unaudited)
The following table summarizes
the average annual Fund performance compared to the Fund’s benchmark for the 1-year, 3-year, 5-year and since inception (July 29, 2020) periods ended September 30, 2025.
|
| 1 Year
| 3 Years
| 5 Years
| Since Inception
|
| Net Asset Value (NAV)
| 15.21%
| 15.47%
| 11.27%
| 10.25%
|
| Market Price
| 18.55%
| 22.59%
| 13.68%
| 10.31%
|
| S&P Global Infrastructure Index (Net Total Return)
| 15.80%
| 16.72%
| 12.62%
| 11.54%
|
Performance of a $10,000
Investment (as of September 30, 2025)
This graph shows the change in
value of a hypothetical investment of $10,000 in the Fund for the periods indicated. For comparison, the same investment is shown in the indicated index.
The performance above
reflects fee waivers and/or expense reimbursements made by the Fund’s current investment adviser. Absent such waivers and/or reimbursements, the Fund’s returns would be lower. Additionally, abrdn Inc.
entered into an agreement with the Fund to limit investor relations services fees. This agreement aligns with the term of the advisory agreement and may not be terminated prior to the end of the current term of
the advisory agreement. See Note 3 in the Notes to Financial Statements.
Returns represent past
performance. Total investment return at NAV is based on changes in the NAV of Fund shares and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program
sponsored by the Fund’s transfer agent. All return data at NAV includes fees charged to the Fund, which are listed in the Fund’s Statement of Operations under “Expenses.” Total investment
return at market value is based on changes in the market price at which the Fund’s shares traded on the NYSE during the period and assumes reinvestment of dividends and distributions, if any, at market prices
pursuant to the dividend reinvestment program sponsored by the Fund’s transfer agent. The Fund’s total investment return is based on the reported NAV as of the financial reporting period end date of
September 30, 2025. Because the Fund’s shares trade in the stock market based on investor demand, the Fund may trade at a price higher or lower than its NAV. Therefore, returns are calculated based on both
market price and NAV. Past performance is no guarantee of future results. The performance information provided does not reflect the deduction of taxes that a shareholder would pay on distributions received
from the Fund or the sale of Fund shares. The current performance of the Fund may be lower or higher than the figures shown. The Fund’s yield, return, market price and NAV will fluctuate. Performance information
current to the most recent month-end is available at www.aberdeenasgi.com or by calling 800-522-5465.
The gross operating expense
ratio based on the fiscal year ended September 30, 2025 was 2.16%.The net operating expense ratio, excluding deferred tax expenses based on the fiscal year ended September 30, 2025 was 1.65%.
| 6
| abrdn Global Infrastructure Income Fund
|
Portfolio Summary (as a percentage of net assets) (unaudited)
As of September 30, 2025
The following table summarizes
the sector composition of the Fund’s portfolio, in S&P Global Inc.’s Global Industry Classification Standard (“GICS”) Sectors. Industry allocation is shown below for any sector representing
more than 25% of net assets.
| Sectors
|
|
| Industrials
| 34.4%
|
| Transportation Infrastructure
| 14.3%
|
| Ground Transportation
| 10.5%
|
| Construction & Engineering
| 6.7%
|
| Commercial Services & Supplies
| 2.9%
|
| Utilities
| 29.3%
|
| Electric Utilities
| 13.6%
|
| Multi-Utilities
| 8.0%
|
| Independent Power Producers & Energy Traders
| 6.4%
|
| Water Utilities
| 0.7%
|
| Gas Utilities
| 0.6%
|
| Energy
| 23.5%
|
| Communication Services
| 9.6%
|
| Real Estate
| 3.4%
|
| Information Technology
| 1.1%
|
| Materials
| 0.7%
|
| Liabilities in Excess of Other Assets
| (2.0%)
|
|
| 100.0%
|
The
following table summarizes the composition of the Fund’s portfolio by geographic classification.
| Countries
|
|
| United States
| 50.5%
|
| France
| 8.8%
|
| Canada
| 7.8%
|
| Spain
| 6.4%
|
| Italy
| 4.0%
|
| Brazil
| 3.6%
|
| Mexico
| 2.8%
|
| Tanzania
| 2.8%
|
| Germany
| 2.6%
|
| United Kingdom
| 2.5%
|
| Philippines
| 2.0%
|
| Other, less than 2% each
| 8.2%
|
| Liabilities in Excess of Other Assets
| (2.0%)
|
|
| 100.0%
|
| Top Ten Holdings
|
|
| Trinity Gas Holdings, LLC
| 4.9%
|
| Sentinel Midstream Highline JV Holdings LLC
| 3.6%
|
| Ferrovial SE
| 3.0%
|
| Enfinity Global Inc., Preferred Shares
| 2.8%
|
| Helios Towers PLC
| 2.8%
|
| Aena SME SA
| 2.7%
|
| Norfolk Southern Corp.
| 2.7%
|
| NextEra Energy, Inc.
| 2.6%
|
| RWE AG
| 2.6%
|
| Enbridge, Inc.
| 2.4%
|
| abrdn Global Infrastructure Income Fund
| 7
|
Consolidated Portfolio of Investments
As of September 30, 2025
|
| Shares
| Value
|
| COMMON STOCKS—80.5%
|
|
| ARGENTINA—1.4%
|
| Industrials—0.7%
|
| Corp. America Airports SA(a)
|
| 249,500
| $ 4,520,940
|
| Materials—0.7%
|
| Loma Negra Cia Industrial Argentina SA, ADR(a)
|
| 537,000
| 3,957,690
|
| Total Argentina
|
| 8,478,630
|
| AUSTRALIA—0.9%
|
| Industrials—0.9%
|
| Aurizon Holdings Ltd.
|
| 2,750,000
| 5,799,846
|
| BRAZIL—3.6%
|
| Industrials—3.6%
|
| Motiva Infraestrutura de Mobilidade SA
|
| 3,709,200
| 10,370,219
|
| Rumo SA
|
| 4,008,800
| 12,028,848
|
|
|
|
| 22,399,067
|
| CANADA—4.0%
|
| Energy—2.4%
|
| Enbridge, Inc.
|
| 299,600
| 15,114,548
|
| Industrials—1.6%
|
| Canadian Pacific Kansas City Ltd.
|
| 130,800
| 9,743,292
|
| Total Canada
|
| 24,857,840
|
| CHINA—1.1%
|
| Information Technology—1.1%
|
| GDS Holdings Ltd., ADR(a)
|
| 168,100
| 6,505,470
|
| FRANCE—8.8%
|
| Industrials—5.6%
|
| Eiffage SA
|
| 82,600
| 10,582,540
|
| Getlink SE
|
| 641,100
| 11,821,529
|
| Vinci SA
|
| 90,300
| 12,549,170
|
|
|
|
| 34,953,239
|
| Utilities—3.2%
|
| Engie SA
|
| 382,500
| 8,222,422
|
| Veolia Environnement SA
|
| 342,700
| 11,686,757
|
|
|
|
| 19,909,179
|
| Total France
|
| 54,862,418
|
| GERMANY—2.6%
|
| Utilities—2.6%
|
| RWE AG
|
| 366,500
| 16,301,444
|
| INDONESIA—0.5%
|
| Communication Services—0.5%
|
| Sarana Menara Nusantara Tbk. PT
|
| 94,870,100
| 3,330,273
|
| ITALY—1.2%
|
| Communication Services—1.2%
|
| Infrastrutture Wireless Italiane SpA(b)
|
| 608,400
| 7,149,574
|
| JAPAN—1.7%
|
| Industrials—1.7%
|
| Japan Airport Terminal Co. Ltd.
|
| 325,900
| 10,386,133
|
| MEXICO—2.8%
|
| Industrials—2.8%
|
| Grupo Aeroportuario del Centro Norte SAB de CV
|
| 504,400
| 6,510,226
|
|
| Shares
| Value
|
|
|
|
|
|
|
|
| Grupo Aeroportuario del Sureste SAB de CV, Class B
|
| 106,600
| $ 3,442,970
|
| Promotora y Operadora de Infraestructura SAB de CV
|
| 565,700
| 7,743,451
|
|
|
|
| 17,696,647
|
| NIGERIA—1.4%
|
| Communication Services—1.4%
|
| IHS Holding Ltd.(a)
|
| 1,310,100
| 8,934,882
|
| PHILIPPINES—2.0%
|
| Industrials—2.0%
|
| International Container Terminal Services, Inc.
|
| 1,509,900
| 12,245,149
|
| SPAIN—6.4%
|
| Communication Services—2.2%
|
| Cellnex Telecom SA(a)(b)
|
| 399,400
| 13,834,191
|
| Industrials—2.7%
|
| Aena SME SA(b)
|
| 620,340
| 16,959,668
|
| Utilities—1.5%
|
| EDP Renovaveis SA
|
| 703,430
| 9,296,925
|
| Total Spain
|
| 40,090,784
|
| TANZANIA—2.8%
|
| Communication Services—2.8%
|
| Helios Towers PLC(a)
|
| 8,713,700
| 17,500,457
|
| THAILAND—0.8%
|
| Industrials—0.8%
|
| Airports of Thailand PCL
|
| 3,760,400
| 4,703,271
|
| UNITED KINGDOM—2.5%
|
| Utilities—2.5%
|
| National Grid PLC
|
| 512,053
| 7,357,515
|
| SSE PLC
|
| 360,900
| 8,465,159
|
|
|
|
| 15,822,674
|
| UNITED STATES—36.0%
|
| Energy—6.2%
|
| Cheniere Energy, Inc.
|
| 58,000
| 13,628,840
|
| Kinder Morgan, Inc.
|
| 419,400
| 11,873,214
|
| Williams Cos., Inc.
|
| 207,550
| 13,148,292
|
|
|
|
| 38,650,346
|
| Industrials—8.0%
|
| CoreCivic, Inc.(a)
|
| 358,000
| 7,285,300
|
| Ferrovial SE
|
| 324,200
| 18,622,139
|
| Norfolk Southern Corp.
|
| 56,000
| 16,822,960
|
| Union Pacific Corp.
|
| 30,457
| 7,199,121
|
|
|
|
| 49,929,520
|
| Real Estate—3.4%
|
| American Tower Corp., REIT
|
| 66,021
| 12,697,159
|
| Crown Castle, Inc., REIT
|
| 88,600
| 8,549,014
|
|
|
|
| 21,246,173
|
| Utilities—18.4%
|
| American Electric Power Co., Inc.
|
| 61,496
| 6,918,300
|
| CenterPoint Energy, Inc.
|
| 301,822
| 11,710,694
|
| Clearway Energy, Inc., Class C
|
| 298,500
| 8,432,625
|
| CMS Energy Corp.
|
| 143,000
| 10,476,180
|
| Duke Energy Corp.
|
| 54,459
| 6,739,301
|
| FirstEnergy Corp.
|
| 225,819
| 10,347,026
|
| IDACORP, Inc.
|
| 66,100
| 8,735,115
|
| MDU Resources Group, Inc.
|
| 196,512
| 3,499,879
|
| NextEra Energy, Inc.
|
| 217,000
| 16,381,330
|
| PPL Corp.
|
| 404,200
| 15,020,072
|
| 8
| abrdn Global Infrastructure Income Fund
|
Consolidated Portfolio of Investments (concluded)
As of September 30, 2025
|
| Shares
| Value
|
| COMMON STOCKS (continued)
|
|
| UNITED STATES (continued)
|
| Utilities (continued)
|
| TXNM Energy, Inc.
|
| 215,800
| $ 12,203,490
|
| XPLR Infrastructure LP
|
| 376,900
| 3,833,073
|
|
|
|
| 114,297,085
|
| Total United States
|
| 224,123,124
|
| Total Common Stocks
|
| 501,187,683
|
| PRIVATE EQUITY(c)(d)—21.5%
|
|
| CANADA—3.8%
|
| Communication Services—1.5%
|
|
|
|
| NOVA-telMAX HoldCo LLC(a)(e)(f)
|
| –
| 9,162,560
|
| Industrials—2.3%
|
|
|
|
| Thunder R&A Investco LLC, Preferred Shares(a)(f)(g)(h)(i)
|
| –
| 14,468,216
|
| Total Canada
|
| 23,630,776
|
| CHILE—0.4%
|
| Utilities—0.4%
|
|
|
|
| Arroyo Trinity Direct Investment I, L.P.(f)(g)(h)
|
| –
| 2,179,968
|
| ITALY—2.8%
|
| Energy—2.8%
|
|
|
|
| Enfinity Global Inc., Preferred Shares(g)(h)
|
| –
| 17,579,799
|
| UNITED STATES—14.5%
|
| Energy—12.1%
|
|
|
|
| Bridge Solar Energy Multifamily Projects Holdco LLC(a)(f)(g)(h)
|
| –
| 1,061,609
|
| BSED Holdings I, LLC(a)(f)(g)(h)(i)
|
| –
| 9,472,774
|
| CAI Co-Invest LP(a)(f)(g)(h)
|
| –
| 10,252,165
|
| OYA Solar CDG LLC(i)(j)
|
| –
| 1,751,344
|
| Sentinel Midstream Highline JV Holdings LLC(g)(h)(i)
|
| –
| 22,106,000
|
| Trinity Gas Holdings, LLC(a)(g)(h)(i)
|
| –
| 30,601,889
|
|
|
|
| 75,245,781
|
| Industrials—1.7%
|
|
|
|
| BT Co-Invest Fund, L.P.(f)(g)(h)
|
| –
| 127,224
|
| WR Holdings LLC(a)(g)(h)(i)
|
| –
| 10,376,572
|
|
|
|
| 10,503,796
|
| Utilities—0.7%
|
|
|
|
| Cresta BBR Co-Invest BL LLC(a)(f)(k)
|
| –
| 270,573
|
| PCIP I CI Co-Invest, LP(a)(f)(g)(h)
|
| –
| 4,392,701
|
|
|
|
| 4,663,274
|
| Total United States
|
| 90,412,851
|
| Total Private Equity
|
| 133,803,394
|
Total Investments
(Cost $505,586,725)(l)—102.0%
| 634,991,077
|
| Liabilities in Excess of Other Assets—(2.0%)
| (12,428,880)
|
| Net Assets—100.0%
| $622,562,197
|
| (a)
| Non-income producing security.
|
| (b)
| Denotes a security issued under Regulation S or Rule 144A.
|
| (c)
| Illiquid security.
|
| (d)
| Private Equity Investments. See Note 7 of the accompanying Notes to Consolidated Financial Statements.
|
| (e)
| NOVA-telMAX HoldCo LLC invests 100% of its capital in Telmax, Inc., in which the Fund's percentage of ownership is approximately 15%.
|
| (f)
| Restricted security, not readily marketable. See Notes to Consolidated Financial Statements.
|
| (g)
| abrdn Global Infrastructure Income Fund BL, LLC invests 100% of its capital in Arroyo Trinity Direct Investment I, Bridge Solar Energy Multifamily Projects Holdco LLC, BSED Holdings
I, LLC, BT Co-Invest Fund, L.P., Climate Adaptive Infrastructure (CAI) Co-Invest Fund LP, Cresta Highline Co-Invest Fund, Enfinity Global Inc., PCIP I CI Co-Invest, LP, Sentinel Midstream Highline JV Holdings LLC,
Thunder R&A Investco LLC, Trinity Gas Holdings, LLC and WR Holdings LLC in which the Fund's percent of ownership is approximately 2%, 30%, 49%, 9%, 75%, 32%, less than 1%, 19%, 18%, 41%, 5% and 5%, respectively.
|
| (h)
| Through abrdn Global Infrastructure Income Fund BL, LLC.
|
| (i)
| Fair Valued Security. Fair Value is determined pursuant to procedures approved by the Fund’s Board of Directors. Unless otherwise noted, securities are valued by applying
valuation factors to the exchange trade price. See Note 2(a) of the accompanying Notes to Consolidated Financial Statements for inputs used.
|
| (j)
| Indicates a security that may be restricted in certain markets.
|
| (k)
| Cresta BBR Co-Invest BL LLC invests 100% of its capital in Cresta Fund LP, in which the Fund's percentage of ownership is approximately 18%.
|
| (l)
| See accompanying Notes to Financial Statements for tax unrealized appreciation/(depreciation) of securities.
|
| ADR
| American Depositary Receipt
|
| PLC
| Public Limited Company
|
| REIT
| Real Estate Investment Trust
|
See Notes to Consolidated Financial
Statements.
| abrdn Global Infrastructure Income Fund
| 9
|
Consolidated Statement of Assets and
Liabilities
As of September 30, 2025
| Assets
|
|
| Investments, at value (cost $505,586,725)
| $ 634,991,077
|
| Foreign currency, at value (cost $78,582)
| 78,582
|
| Interest and dividends receivable
| 643,630
|
| Receivable for Article 63 EU Tax Reclaims (Note 2j)
| 309,295
|
| Receivable for common shares issued
| 25,326
|
| Tax reclaim receivable
| 327,984
|
| Prepaid expenses
| 16,399
|
| Total assets
| 636,392,293
|
| Liabilities
|
|
| Deferred tax liability (Note 9)
| 5,838,508
|
| Due to custodian
| 5,799,667
|
| Payable for investments purchased
| 1,088,979
|
| Investment management fees payable (Note 3)
| 669,981
|
| Trustee fees payable
| 101,512
|
| Payable to IRS on behalf of shareholders related to Article 63 EU Tax Reclaims (Note 2j)
| 74,423
|
| Administration fees payable (Note 3)
| 39,702
|
| Investor relations fees payable (Note 3)
| 30,117
|
| Other accrued expenses
| 187,207
|
| Total liabilities
| 13,830,096
|
|
|
| Net Assets
| $622,562,197
|
| Composition of Net Assets
|
|
| Common stock (par value $0.001 per share) (Note 5)
| $ 28,947
|
| Paid-in capital in excess of par
| 548,877,173
|
| Distributable earnings
| 73,656,077
|
| Net Assets
| $622,562,197
|
| Net asset value per share based on 28,946,596 shares issued and outstanding
| $21.51
|
See Notes to Consolidated
Financial Statements.
| 10
| abrdn Global Infrastructure Income Fund
|
Consolidated Statement of Operations
For the Year Ended September 30, 2025
| Net Investment Income
|
|
| Investment Income:
|
|
| Dividends and other income (includes net refund of foreign withholding taxes of $802,524)(a)
| $ 16,839,792
|
| Interest income
| 146,603
|
| Non-cash income (Note 2i)
| 1,034,072
|
| Total investment income
| 18,020,467
|
| Expenses:
|
|
| Investment management fee (Note 3)
| 7,953,371
|
| Administration fee (Note 3)
| 471,311
|
| Trustees' fees and expenses
| 386,699
|
| Legal fees and expenses
| 271,325
|
| Independent auditors’ fees and tax expenses
| 149,155
|
| Reports to shareholders and proxy solicitation
| 125,305
|
| Custodian’s fees and expenses
| 117,722
|
| Investor relations fees and expenses (Note 3)
| 114,383
|
| Insurance expense
| 25,363
|
| Transfer agent’s fees and expenses
| 16,090
|
| Miscellaneous
| 99,053
|
| Total expenses
| 9,729,777
|
|
|
| Net Investment Income
| 8,290,690
|
| Net Realized/Unrealized Gain/(Loss):
|
|
| Net realized gain/(loss) from:
|
|
| Investments (Note 2h)
| 21,831,555
|
| Foreign currency transactions
| (65,962)
|
|
| 21,765,593
|
| Net change in unrealized appreciation/depreciation on:
|
|
| Investments (Note 2h)
| 53,440,817
|
| Foreign currency translation
| 30,185
|
| Deferred tax expense
| (3,007,019)
|
|
| 50,463,983
|
| Net realized and unrealized gain from investments and foreign currencies
| 72,229,576
|
| Change in Net Assets Resulting from Operations
| $80,520,266
|
| (a)
| Foreign tax withholding includes $2,056,309 of refunds and interest received or recognized during the period, net of $74,423 related to the amounts due to IRS on behalf of
shareholders related to Article 63 EU Tax Reclaims. See Note 2(j) of the Notes to Financial Statements.
|
See Notes to Consolidated
Financial Statements.
| abrdn Global Infrastructure Income Fund
| 11
|
Consolidated Statements of Changes in Net
Assets
|
| For the
Year Ended
September 30, 2025
| For the
Year Ended
September 30, 2024
|
| Increase/(Decrease) in Net Assets:
|
|
|
| Operations:
|
|
|
| Net investment income
| $8,290,690
| $5,531,101
|
| Net realized gain from investments and foreign currency transactions
| 21,765,593
| 20,229,286
|
| Net change in unrealized appreciation on investments and foreign currency translations
| 50,463,983
| 75,226,270
|
| Net increase in net assets resulting from operations
| 80,520,266
| 100,986,657
|
| Distributions to Shareholders From:
|
|
|
| Distributable earnings
| (35,766,889)
| (37,136,525)
|
| Return of capital
| (34,857,430)
| (13,024,619)
|
| Net decrease in net assets from distributions
| (70,624,319)
| (50,161,144)
|
| Proceeds from shares issued from the reorganization resulting in the issuance of 0 and 3,737,622 shares of common stock,
respectively (Note 10)
| –
| 78,867,189
|
| Reinvestment of dividends resulting in the issuance of 2,369 and 0 shares of common
stock, respectively
| 49,763
| –
|
| Change in net assets from capital transactions
| 49,763
| 78,867,189
|
| Change in net assets
| 9,945,710
| 129,692,702
|
| Net Assets:
|
|
|
| Beginning of year
| 612,616,487
| 482,923,785
|
| End of year
| $622,562,197
| $612,616,487
|
Amounts listed as
“–” are $0 or round to $0.
See Notes to Consolidated
Financial Statements.
| 12
| abrdn Global Infrastructure Income Fund
|
Consolidated Statement of Cash Flows
For the Year Ended September 30, 2025
| Cash flows from operating activities:
|
|
| Net increase/(decrease) in net assets resulting from operations
| $ 80,520,266
|
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities:
|
|
| Investments purchased
| (136,640,028)
|
| Investments sold and principal repayments
| 178,018,430
|
| Net change in short-term investments
| 14,371,773
|
| Net payment-in-kind interest income
| (1,034,072)
|
| Capital gains and return of capital distributions from investments
| 1,905,254
|
| Decrease in interest, dividends and other receivables
| 12,563
|
| Increase in prepaid expenses
| (1,193)
|
| Increase in accrued investment management fees payable
| 90,021
|
| Increase in deferred tax liability
| 3,007,019
|
| Decrease in other accrued expenses
| (46,134)
|
| Net change in unrealized appreciation of investments
| (53,440,817)
|
| Net change in unrealized appreciation on foreign currency translation
| (30,185)
|
| Net realized gain on investments transactions
| (21,831,555)
|
| Net cash provided by operating activities
| 64,901,342
|
| Cash flows from financing activities:
|
|
| Increase in payable to custodian
| $ 5,718,785
|
| Distributions paid to shareholders
| (70,599,882)
|
| Net cash used in financing activities
| (64,881,097)
|
| Effect of exchange rate on cash
| 280
|
| Net change in cash
| 20,525
|
| Unrestricted and restricted cash and foreign currency, beginning of year
| 58,057
|
| Unrestricted and restricted cash and foreign currency, end of year
| $78,582
|
See Notes to Consolidated
Financial Statements.
| abrdn Global Infrastructure Income Fund
| 13
|
Consolidated Financial Highlights
|
| For the Fiscal Years Ended September 30,
|
|
| 2025
| 2024
| 2023
| 2022
| 2021
|
| PER SHARE OPERATING PERFORMANCE:
|
|
|
|
|
|
| Net asset value per common share, beginning of year
| $21.17
| $19.16
| $18.93
| $22.27
| $19.43
|
| Net investment income(a)
| 0.18
| 0.15
| 0.28
| 0.04
| 0.20
|
Net realized and unrealized gains/(losses) on investments and foreign
currency transactions
| 2.60
| 3.85
| 1.39
| (2.01)
| 3.94
|
| Total from investment operations applicable to common shareholders
| 2.78
| 4.00
| 1.67
| (1.97)
| 4.14
|
| Distributions to common shareholders from:
|
|
|
|
|
|
| Net investment income
| (0.48)
| (0.39)
| (0.68)
| (0.22)
| (1.20)
|
| Net realized gains
| (0.76)
| (1.08)
| (0.76)
| (1.15)
| (0.10)
|
| Return of capital
| (1.20)
| (0.52)
| –
| –
| –
|
| Total distributions
| (2.44)
| (1.99)
| (1.44)
| (1.37)
| (1.30)
|
| Net asset value per common share, end of year
| $21.51
| $21.17
| $19.16
| $18.93
| $22.27
|
| Market price, end of year
| $21.13
| $20.21
| $16.10
| $15.73
| $19.93
|
| Total Investment Return Based on(b):
|
|
|
|
|
|
| Market price
| 18.55%
| 39.95%
| 11.04%
| (15.23%)
| 21.54%
|
| Net asset value
| 15.21%(c)
| 23.19%(c)
| 9.80%(c)
| (8.70%)(c)
| 22.39%(c)
|
| Ratio to Average Net Assets Applicable to Common Shareholders/Supplementary Data:
|
|
|
|
|
|
| Net assets applicable to common shareholders, end of year (000 omitted)
| $622,562
| $612,616
| $482,924
| $167,645
| $197,185
|
| Average net assets applicable to common shareholders (000 omitted)
| $589,139
| $513,100
| $372,392
| $195,544
| $196,015
|
| Gross operating expenses
| 2.16%
| 2.04%
| 1.85%
| 1.99%
| 1.78%
|
| Net operating expenses, net of fee waivers
| 2.16%(d)
| 2.00%(d)
| 1.83%(d)
| 1.99%(d)
| 1.78%
|
| Net operating expenses, net of fee waivers, excluding deferred tax expense
| 1.65%
| 1.65%
| 1.65%
| 1.79%
| 1.78%
|
| Net Investment income
| 0.90%
| 0.73%
| 1.36%
| 0.20%
| 0.92%
|
| Portfolio turnover
| 23%
| 15%(e)
| 28%(f)
| 25%
| 28%
|
| (a)
| Based on average shares outstanding.
|
| (b)
| Total investment return based on market value is calculated assuming that shares of the Fund’s common stock were purchased at the closing market price as of the beginning of the period, dividends,
capital gains and other distributions were reinvested as provided for in the Fund’s dividend reinvestment plan and then sold at the closing market price per share on the last day of the period. The computation
does not reflect any sales commission investors may incur in purchasing or selling shares of the Fund. The total investment return based on the net asset value is similarly computed except that the Fund’s net
asset value is substituted for the closing market value.
|
| (c)
| The total return shown above includes the impact of financial statement rounding of the NAV per share and/or financial statement adjustments.
|
| (d)
| The Fund recorded deferred tax expense associated with its subsidiary’s investments in partnerships of $3,007,019, $1,797,274, $654,810 and $402,135 for the years ended, September 30, 2025,
September 30, 2024, September 30, 2023 and September 30, 2022, respectively.
|
| (e)
| The portfolio turnover calculation excludes $61,946,459 and $58,008,972 of proceeds received and cost of investments related to rebalancing the portfolio after the fund reorganization which occurred on
September 20, 2024.
|
| (f)
| The portfolio turnover calculation excludes $194,946,484 and $181,919,462 of proceeds received and cost of investments related to rebalancing the portfolio after the fund
reorganization which occurred on March 10, 2023.
|
Amounts listed as
“–” are $0 or round to $0.
See Notes to Consolidated
Financial Statements.
| 14
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements
September 30, 2025
1. Organization
abrdn Global Infrastructure
Income Fund (the “Fund”) is a diversified, as defined by the 1940 Act, closed-end management investment company. The Fund was organized as a Maryland statutory trust on November 13, 2019 and seeded with an
initial capital amount of $100,000 on June 19, 2020. It commenced operations on July 29, 2020. The Fund’s investment objective is to seek to provide a high level of total return with an emphasis on current
income. The investment objective is not fundamental and may be changed by the Board without shareholder approval. There is no assurance that the Fund will achieve its investment objective.
Effective October 10, 2025,
the Fund acquired all of the assets and assumed all of the liabilities of the Aberdeen Japan Equity Fund, Inc.(the “Acquired Fund”) pursuant to plans of reorganization approved bythe Board on July 25, 2025
(“Reorganization”). See Note 14 for further information.
Basis for Consolidation for the
Fund
abrdn Global Infrastructure
Income Fund BL, LLC (the “Subsidiary”), a Delaware limited liability company, was incorporated on September 28, 2020 and is a wholly-owned subsidiary of the Fund. The Subsidiary acts as an investment
vehicle for the Fund in order to effect certain investments on behalf of the Fund consistent with the Fund’s investment objective and policies as described in the Fund’s prospectus. The Consolidated
Portfolio of Investments (“CPOI”) includes positions of the Fund and the Subsidiary. The consolidated financial statements include the accounts of the Fund and the Subsidiary. Subsequent references to the
Fund within the Notes to the Consolidated Financial Statements collectively refer to the Fund and the Subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
2. Summary of Significant
Accounting Policies
The Fund is an investment
company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946 Financial Services-Investment
Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to generally accepted accounting principles in the
United States of America ("U.S. GAAP"). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The accounting records of
the Fund are maintained in U.S. Dollars and the U.S. Dollar is used as both the functional and reporting currency.
a. Security Valuation:
The Fund values its
securities at fair value, consistent with regulatory requirements. "Fair value" is defined in the Fund's Valuation and Liquidity Procedures as the price that could be received to sell an asset or paid to transfer a
liability in an orderly transaction between willing market participants without a compulsion to transact at the measurement date, also referred to as market value. Pursuant to Rule 2a-5 under the 1940 Act, the Board
designated abrdn Inc. (the "Adviser" or "Aberdeen"), the Fund's Investment Adviser, as the valuation designee ("Valuation Designee") for the Fund to perform the fair value determinations relating to Fund investments
for which market quotations are not readily available or deemed unreliable.
In accordance with the
authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Fund discloses the fair value of its investments using a three-level hierarchy that classifies the inputs to valuation techniques
used to measure the fair value. The hierarchy assigns Level 1, the highest level, measurements to valuations based upon unadjusted quoted prices in active markets for identical assets, Level 2 measurements to
valuations based upon other significant observable inputs, including adjusted quoted prices in active markets for similar assets, and Level 3, the lowest level, measurements to valuations based upon unobservable
inputs that are significant to the valuation. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk
inherent in a particular valuation technique used to measure fair value including a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable
inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability, which are based on market data obtained from sources independent of the reporting entity. Unobservable
inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in
the circumstances. A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.
Open-end mutual funds are
valued at the respective net asset value (“NAV”) as reported by such company. The prospectuses for the registered open-end management investment companies in which the Fund invests explain the
circumstances under which those companies will use fair value pricing and the effects of using fair value pricing. Closed-end funds and exchange-traded funds ("ETFs") are valued at the market price of the security at
the Valuation Time (defined below). A security using any of these pricing methodologies is generally determined to be a Level 1 investment.
Equity securities that are
traded on an exchange are valued at the last quoted sale price or the official close price on the principal exchange on which the security is traded at the “Valuation Time” subject to
| abrdn Global Infrastructure Income Fund
| 15
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
application, when appropriate, of the
valuation factors described in the paragraph below. Under normal circumstances, the Valuation Time is as of the close of regular trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern Time). In the
absence of a sale price, the security is valued at the mean of the bid/ask price quoted at the close on the principal exchange on which the security is traded. Securities traded on NASDAQ are valued at the NASDAQ
official closing price.
Foreign equity securities
that are traded on foreign exchanges that close prior to the Valuation Time are valued by applying valuation factors to the last sale price or the mean price as noted above. Valuation factors are provided by an
independent pricing service provider. These valuation factors are used when pricing the Fund's portfolio holdings to estimate market movements between the time foreign markets close and the time the Fund values such
foreign securities. These valuation factors are based on inputs such as depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. When
prices with the application of valuation factors are utilized, the value assigned to the foreign securities may not be the same as quoted or published prices of the securities on their primary markets. A security that
applies a valuation factor is generally determined to be a Level 2 investment because the exchange-traded price has been adjusted. Valuation factors are not utilized if the independent pricing service provider is
unable to provide a valuation factor or if the valuation factor falls below a predetermined threshold; in such case, the security is determined to be a Level 1 investment.
Short-term investments are
comprised of cash and cash equivalents invested in short-term investment funds which are redeemable daily. The Fund sweeps available cash into the State Street Institutional U.S. Government Money Market Fund,
which has elected to qualify as a “government money market fund” pursuant to Rule 2a-7 under the 1940 Act, and has an objective, which is not guaranteed, to maintain a $1.00 per share NAV. Generally, these
investment types are categorized as Level 1 investments.
In the event that a
security’s market quotations are not readily available or are deemed unreliable (for reasons other than because the foreign exchange on which it trades closes before the Valuation Time), the security is valued
at fair value as determined by the Valuation Designee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. A security that has been
fair valued by the Valuation Designee may be classified as Level 2 or Level 3 depending on the nature of the inputs.
The three-level hierarchy of inputs is
summarized below:
Level 1 - quoted prices
(unadjusted) in active markets for identical investments;
Level 2 - other significant observable
inputs (including valuation factors, quoted prices for similar securities, interest rates, prepayment speeds, and credit risk, etc.); or
Level 3 - significant unobservable inputs
(including the Fund’s own assumptions in determining the fair value of investments). Investments that are included in this category are private transaction investments that are not able to use NAV as practical
expedient as detailed below.
Level 3 investments are
valued using significant unobservable inputs. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.
The Fund may also invest in
infrastructure investments through private transactions, which represented 21.5% of the net assets of the Fund as of September 30, 2025. For certain of the private equity investments, the Fund values private
investment companies using the NAVs provided by the underlying private investment companies as a practical expedient. The Fund determined that the use of the practical expedient was appropriate as the investments in
private investment companies did not have readily determinable fair values. The Fund applies the practical expedient to private investment companies on an investment-by-investment basis, and consistently with the
Fund’s entire position in a particular investment, unless it is probable that the Fund will sell a portion of an investment at an amount different from the NAV of the investment. In such cases, the Fund may make
adjustments to the NAV reported by the private investment company based on market or economic changes, which can include market fluctuations or other economic conditions for which it may be necessary to adjust a
reported NAV. In addition, the impact of changes in the market environment and other events on the fair values of the Fund’s investments that have no readily available market values may differ from the impact of
such changes on the readily available market values for the Fund’s other investments. The Fund’s net asset value could be adversely affected if the Fund’s determinations regarding the fair value of
the Fund’s investments were materially higher or lower than the values that the Fund ultimately realizes upon the disposal of such investments. These holdings are not considered part of the three-level hierarchy
and therefore are only represented in the total below.
| 16
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
The following is a summary of
the inputs used as of September 30, 2025 in valuing the Fund's investments and other financial instruments at fair value. The inputs or methodology used for valuing securities are not necessarily an indication of the
risk associated with investing in those securities. Please refer to the Consolidated Portfolio of Investments for a detailed breakout of the security types:
| Investments, at Value
| Level 1 – Quoted
Prices
| Level 2 – Other Significant
Observable Inputs
| Level 3 – Significant
Unobservable Inputs
| Total
|
| Assets
|
|
|
| Investments in Securities
|
|
|
|
| Common Stocks
| $297,703,794
| $203,483,889
| $–
| $501,187,683
|
| Private Equity
| –
| –
| 82,415,604
| 82,415,604
|
| Total
| $297,703,794
| $203,483,889
| $82,415,604
| $583,603,287
|
| Private Equity(a)
|
|
|
| 51,387,790
|
| Total Investments in Securities
|
|
|
| $634,991,077
|
Amounts listed as
“–” are $0 or round to $0.
| (a)
| Private Equity investments are measured at the net asset valuations provided by the underlying funds as a practical expedient and have not been classified in the
fair value levels. The fair value amounts presented are intended to permit reconciliation to the total investment amount presented in the Portfolio of Investments.
|
Rollforward of Level 3 Fair Value Measurements
For the Year Ended September 30, 2025
|
Investments
in Securities
| Balance
as of
September 30,
2024
| Net Realized
Gain (Loss)
and Change
in Unrealized
Appreciation/
Depreciation
| Net
Purchases
| Net
Sales
| Net
Transfers
in to
(out of)
Level 3
| Balance
as of
September 30,
2025
| Change in
Unrealized
Appreciation/
Depreciation
from
Investments
Held at
September 30,
2025
|
| Private Equity
|
|
|
|
|
|
|
|
| Italy
| $-
| $1,264,668
| $16,315,131(b)
| $-
| $-
| $17,579,799
| $1,264,668
|
| United States
| 44,103,133
| 21,295,510
| 8,752,691
| -
| (9,315,529)
| 64,835,805
| 21,295,510
|
| Total
| $44,103,133
| $22,560,178
| $25,067,822
| $-
| $(9,315,529)
| $82,415,604
| $22,560,178
|
Amounts listed as
“–” are $0 or round to $0.
| (b)
| Includes the Fund's initial commitment plus payment in kind interest received of $1,034,072 that was received during the reporting period as reported on the
Statement of Operations as non-cash income.
|
| Description
| Fair Value at
September 30, 2025
| Valuation Technique (s)
| Unobservable Inputs
| Range
| Weighted
Average
| Relationship
Between
Fair Value
and Input;
if Input value
increases then
Fair Value:
|
| Private Equity
| $1,751,344
| Income Approach
| Discount Rate
| 19%
| 19%
| Decreases
|
|
| $10,376,572
| Market Approach
| EBITDA Multiple
| 15.7x
| 15.7x
| Increases
|
|
| $17,579,799
| Market Approach
| Transaction Price
| N/A
| N/A
| N/A
|
| abrdn Global Infrastructure Income Fund
| 17
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
| Description
| Fair Value at
September 30, 2025
| Valuation Technique (s)
| Unobservable Inputs
| Range
| Weighted
Average
| Relationship
Between
Fair Value
and Input;
if Input value
increases then
Fair Value:
|
|
| $22,106,000
| Market Approach
Income Approach
| EBITDA Multiple
Discount Rate
Weighting of Methodologies
| 8.0x
13%
50%
| 8.0x
13%
50%
| Increases
Decreases
N/A
|
|
| $30,601,889
| Income Approach
| Discount Rate
| 20%
| 20%
| Decreases
|
| Total
| $82,415,604
|
|
|
|
|
|
b. Restricted
Securities:
Restricted securities are privately-placed
securities whose resale is restricted under U.S. securities laws. The Fund may invest in restricted securities, including unregistered securities eligible for resale without registration pursuant to Rule 144A and
privately-placed securities of U.S. and non-U.S. issuers offered outside the U.S. without registration pursuant to Regulation S under the Securities Act of 1933, as amended. Rule 144A securities may be freely traded
among certain qualified institutional investors, such as the Fund, but resale of such securities in the U.S. is permitted only in limited circumstances.
c. Foreign Currency
Translation:
Foreign securities,
currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of the Valuation Time, as provided by
an independent pricing service approved by the Board.
Foreign currency amounts are
translated into U.S. Dollars on the following basis:
(i) fair value of investment
securities, other assets and liabilities – at the current daily rates of exchange at the Valuation Time; and
(ii) purchases and sales of
investment securities, income and expenses – at the relevant rates of exchange prevailing on the respective dates of such transactions.
The Fund does not isolate
that portion of gains and losses on investments in equity securities due to changes in the foreign exchange rates from the portion due to changes in market prices of equity securities. Accordingly, realized and
unrealized foreign currency gains and losses with respect to such securities are included in the reported net realized and unrealized gains and losses on investment transactions balances.
Net unrealized currency gains
or losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation
in value of investments, and translation of
other assets and liabilities denominated in foreign currencies.
Net realized foreign exchange
gains or losses represent foreign exchange gains and losses from transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement date
on security transactions, and the difference between the amounts of interest and dividends recorded on the Fund’s books and the U.S. Dollar equivalent of the amounts actually received.
Foreign security and currency
transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
Generally, when the U.S. Dollar rises in value against foreign currency, the Fund's investments denominated in that foreign currency will lose value because the foreign currency is worth fewer U.S. Dollars; the
opposite effect occurs if the U.S. Dollar falls in relative value.
d. Rights Issues and
Warrants:
Rights issues give the
right, normally to existing shareholders, to buy a proportional number of additional securities at a given price (generally at a discount) within a fixed period (generally a short-term period) and are offered at the
company’s discretion. Warrants are securities that give the holder the right to buy common stock at a specified price for a specified period of time. Rights issues and warrants are speculative and have no value
if they are not exercised before the expiration date. Rights issues and warrants are valued at the last sale price on the exchange on which they are traded.
e. Security Transactions,
Investment Income and Expenses:
Security transactions are
recorded on the trade date. Realized and unrealized gains/(losses) from security and currency transactions are calculated on the identified cost basis. Dividend income and corporate actions are recorded generally on
the ex-date, except for certain dividends and corporate actions which may be recorded after the
| 18
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
ex-date, as soon as the Fund acquires
information regarding such dividends or corporate actions. Interest income and expenses are recorded on an accrual basis.
f. Distributions:
The Fund records dividends
and distributions payable to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal
income tax regulations, which may differ from U.S. GAAP. These book basis/tax basis differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such
amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income
and net realized capital gains for tax purposes are reported as return of capital.
g. Federal Income Taxes:
The Fund intends to
continue to qualify as a “regulated investment company” ("RIC") by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code of 1986,
as amended, and to make distributions of net investment income and net realized capital gains sufficient to relieve the Fund from all federal income taxes. Therefore, no federal income tax provision is required.
For tax purposes, the
Subsidiary is not a RIC and is a separate taxable entity not consolidated for tax purposes. As such, it is taxed at normal corporate tax rates based on taxable income and, as a result of its activities, may generate
an income tax provision or benefit. The taxable income or loss of the Subsidiary may differ from its book income or loss due to temporary book and tax timing differences and permanent differences. This income tax
provision, or benefit, if any, and the related tax assets and liabilities are reflected in the consolidated financial statements.
The Fund recognizes the tax
benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management of the Fund has concluded that there are no
significant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can examine previously filed tax returns, the Fund's U.S. federal and state tax returns for each of
the most recent four fiscal years up to the most recent fiscal year ended September 30, 2025 will be subject to such review when available.
Deferred tax assets and
liabilities are recorded for losses or income at the Subsidiary using statutory tax rates. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the
deferred tax asset will not be realized.
h. Foreign Withholding Tax:
Dividend and interest
income from non-U.S. sources received by the Fund are generally subject to non-U.S. withholding taxes and are recorded on the Statement of Operations. The Fund files for tax reclaims for the refund of such withholding
taxes according to tax treaties. Tax reclaims that are deemed collectible are booked as tax reclaim receivable on the Statement of Assets and Liabilities. In addition, the Fund may be subject to capital gains tax in
certain countries in which it invests. The above taxes may be reduced or eliminated under the terms of applicable U.S. income tax treaties with some of these countries. The Fund accrues such taxes when the related
income is earned.
In addition, when the Fund
sells securities within certain countries in which it invests, the capital gains realized may be subject to tax. Based on these market requirements and as required under U.S. GAAP, the Fund accrues deferred capital
gains tax on securities currently held that have unrealized appreciation within these countries. The amount of deferred capital gains tax accrued is reported on the Statement of Operations as part of the Net Change in
Unrealized Appreciation/Depreciation on investments.
i. Payment-In-Kind:
The Fund may invest in the
open market or receive pursuant to debt restructuring, securities that pay-in-kind ("PIK") the interest due on such debt instruments. The PIK interest, computed at the contractual rate specified, is added to the
existing principal balance of the debt when issued bonds have same terms as the bond or recorded as a separate bond when terms are different from the existing debt, and is recorded as interest income. PIK interest
income is reflected as non-cash income on the Consolidated Statement of Operations
j. Article 63 EU Tax
Reclaims
Consistent with U.S. GAAP
accrual requirements, for uncertain tax positions, the Fund recognizes Article 63 EU Tax Reclaims when it is more likely than not that the Fund will sustain its position that it is due. During the year ended September
30, 2025, Article 63 EU Tax reclaims and interest, as applicable, was paid to the Fund related to French dividend withholding tax, representing $1,820,557. As of September 30, 2025, the Fund has remaining Article 63
EU Tax Reclaims, primarily related to France and the total amount of outstanding reclaims (before the impact of interest, tax or additional costs incurred in the pursuit of such reclaims) filed with France represents
approximately $309,295. These amounts net of estimated taxes represent $234,872.
| abrdn Global Infrastructure Income Fund
| 19
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
3. Agreements and Transactions with
Affiliates
a. Investment Adviser and
Sub-Adviser:
abrdn Inc. and abrdn
Investments Limited serve as the Fund’s Investment Adviser and Sub-Adviser, respectively, pursuant to an investment advisory agreement (the “Advisory Agreement”) and sub-advisory agreement (the
“Sub-Advisory Agreement”) with the Fund. abrdn Inc. and abrdn Investments Limited are wholly-owned indirect subsidiaries of Aberdeen Group plc. In rendering advisory services, the Investment Adviser and
Sub-Adviser (together, the "Advisers") may use the resources of investment advisor subsidiaries of Aberdeen Group plc. These affiliates have entered into procedures pursuant to which investment professionals from
affiliates may render portfolio management and research services as associated persons of the Advisers.
As compensation for its
services to the Fund, abrdn Inc. receives an annual investment advisory fee of 1.35% based on the Fund’s average daily Managed Assets, computed daily and payable monthly. “Managed Assets” is defined
as total assets of the Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and the aggregate liquidation preference of any preferred stock that may be
outstanding). Under the Sub-Advisory Agreement, abrdn Inc. is responsible for the payment of fees to abrdn Investments Limited. For the fiscal year ended September 30, 2025, the Investment Adviser earned $7,953,371
for advisory services.
Effective March 10, 2023, the
Investment Adviser entered into a written contract with the Fund to limit the total ordinary operating expenses of the Fund (excluding leverage costs, interest, taxes, brokerage commissions, acquired fund fees and
expenses and any non-routine expenses) from exceeding 1.65% of the average daily net assets of the Fund on an annualized basis for twelve months (the "Expense Limitation"). The Expense Limitation was renewed and
continued effective upon the close of the JEQ Reorganization as an Amended and Restated Expense Limitation Agreement. The Amended and Restated Expense Limitation Agreement may not be terminated before October 10,
2026, without the approval of the Fund's trustees who are not “interested persons” of the Fund (as defined in the 1940 Act). For the fiscal year ended September 30, 2025, the Adviser did not waive any
Fund's expenses pursuant to the Expense Limitation Agreement.
The Fund may reimburse the
Investment Adviser for the advisory fees waived or reduced and other payments remitted by the Investment Adviser and other expenses reimbursed as of a date not more than three years after the date when the Investment
Adviser limited the fees or reimbursed the expenses; provided that the following requirements are met: the reimbursements do not cause the Fund to exceed the lesser of the applicable expense limitation in the
contract
at the time the fees were limited or
expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the Investment Adviser, and the payment of such reimbursement is approved by the Board on a quarterly
basis (the "Reimbursement Requirements").
b. Fund Administration:
abrdn Inc. is the
Fund’s Administrator, pursuant to an agreement under which abrdn Inc. receives a fee paid by the Fund, at an annual fee rate of 0.08% of the Fund’s average daily net assets. For the fiscal year ended
September 30, 2025, abrdn Inc. earned $471,311 from the Fund for administration services.
c. Investor Relations:
Under the terms of the
Investor Relations Services Agreement, abrdn Inc. provides and/or engages third parties to provide investor relations services to the Fund and certain other funds advised by the Investment Adviser or its affiliates as
part of an Investor Relations Program. Under the Investor Relations Services Agreement, the Fund owes a portion of the fees related to the Investor Relations Program (the “Fund’s Portion”). However,
investor relations services fees are limited by abrdn Inc. so that the Fund will only pay up to an annual rate of 0.05% of the Fund’s average weekly net assets. Any difference between the capped rate of 0.05% of
the Fund’s average weekly net assets and the Fund’s Portion is paid for by abrdn Inc.
During the fiscal year ended
September 30, 2025, the Fund incurred investor relations fees of approximately $114,383. For the fiscal year ended September 30, 2025, abrdn Inc. did not contribute to the investor relations fees for the Fund because
the Fund’s contribution was below 0.05% of the Fund’s average weekly net assets on an annual basis.
4. Investment Transactions
Purchases and sales of
investment securities (excluding short-term securities) for the fiscal year ended September 30, 2025, were $136,922,803 and $178,025,241, respectively.
5. Capital
The Fund is authorized to
issue 100,000,000 common shares with par value $0.001. As of September 30, 2025, there were 28,946,596 common shares issued and outstanding.
6. Open Market Repurchase
Program
The Board approved an open
market repurchase program (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase determined at the
discretion of the Fund's investment adviser. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of
| 20
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
management based on historical discount
levels and current market conditions. On a quarterly basis, the Fund's Board will receive information on any transactions made pursuant to this policy during the prior quarter and, if shares are repurchased,
management will post the number of shares repurchased on the Fund's website on a monthly
basis. Under the terms of the Program, the
Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12 month period as of September 30 of the prior year. For the fiscal year ended September 30, 2025, the
Fund did not repurchase any shares through this program.
7. Private Equity
Investments
Certain of the
Fund’s investments, listed in the chart below, are restricted as to resale and are valued at NAV as a practical expedient.
| Security
| Acquisition
Date(s)
| Commitment
| Funded
| Unfunded
| Cost
| Fair
Value at
September 30, 2025
| Percent
of Net
Assets
| Cumulative
Distributions
Received
|
| Arroyo Trinity Direct Investment I, L.P.*
| 10/20/21
| $2,000,000
| $2,000,000
| $-
| $1,083,978
| $2,179,968
| 0.35
| $1,152,869
|
| Bridge Solar Energy Multifamily Projects Holdco LLC*
| 9/30/25
| 10,000,000
| 1,061,609
| 8,938,391
| 1,061,609
| 1,061,609
| 0.17
| -
|
| BSED Holdings I, LLC*
| 7/17/24
| 10,000,000
| 9,315,529
| 684,471
| 9,315,530
| 9,472,774
| 1.52
| -
|
| BT Co-Invest Fund, L.P.*
| 7/1/21
| 3,238,849
| 3,238,849
| -
| 20,072
| 127,224
| 0.02
| 9,433,460
|
| CAI Co-Invest LP *
| 10/27/20
| 13,500,000
| 9,851,438
| 3,648,562
| 8,584,385
| 10,252,165
| 1.65
| 673,931
|
| Cresta BBR Co-Invest BL LLC
| 9/8/20
| 3,000,000
| 3,000,000
| -
| 3,000,000
| 270,573
| 0.04
| -
|
| NOVA-telMAX HoldCo LLC
| 2/10/21
| 5,000,000
| 5,000,000
| -
| 5,055,068
| 9,162,560
| 1.47
| -
|
| PCIP I CI Co-Invest, LP*
| 6/27/24
| 10,000,000
| 4,362,347
| 5,637,653
| 4,495,261
| 4,392,701
| 0.71
| -
|
| Thunder R&A Investco LLC, Preferred Shares*
| 1/9/25
| 14,000,000
| 14,000,000
| -
| 14,207,429
| 14,468,216
| 2.32
| -
|
Amounts listed as
“–” are $0 or round to $0.
| *
| Investment through abrdn Global Infrastructure Fund BL, LLC.
|
The Fund may incur
certain costs in connection with the disposition of the above securities.
8. Portfolio
Investment Risks
a.
Infrastructure-Related Investments Risk:
Infrastructure-related issuers may be
subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated with
environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices,
the effects of energy conservation policies and other factors. For more information about the specific risks by which infrastructure-related issuers may be particularly affected, please see the back of this
shareholder report.
b. Market Events Risk:
Markets are affected by
numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, the fluctuation of other stock markets around the world, and financial, economic and other
global market developments and disruptions, such as those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public
health
| abrdn Global Infrastructure Income Fund
| 21
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
emergencies and natural/environmental
disasters. Such events can negatively impact the securities markets and cause the Fund to lose value.
Policy and legislative
changes in countries around the world are affecting many aspects of financial regulation, and governmental and quasi-governmental authorities and regulators throughout the world have previously responded to serious
economic disruptions with a variety of significant fiscal and monetary policy changes.
The impact of these changes
on the markets, and the practical implications for market participants, may not be fully known for some time. In addition, economies and financial markets throughout the world are becoming increasingly interconnected.
As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to countries or sectors experiencing economic and financial difficulties, the value and liquidity of the
Fund’s investments may be negatively affected by such events.
c. Risks Associated with
Foreign Securities and Currencies:
Investments in securities
of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include future political and economic developments, and the possible imposition of exchange
controls or other foreign governmental laws and restrictions. In addition, with respect to certain countries, there is the possibility of expropriation of assets, confiscatory taxation, and political or social
instability or diplomatic developments, which could adversely affect investments in those countries. Foreign securities may also be harder to price than U.S. securities.
Certain countries also may
impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers of industries deemed sensitive to relevant national interests. These
factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.
The value of foreign
currencies relative to the U.S. Dollar fluctuates in response to market, economic, political, regulatory, geopolitical or other conditions. A decline in the value of a foreign currency versus the U.S. Dollar reduces
the value in U.S. Dollars of investments denominated in that foreign currency. This risk may impact the Fund more greatly to the extent the Fund does not hedge its currency risk, or hedging techniques used by the
Adviser are unsuccessful.
d. Risks Associated with
Emerging Markets:
The emerging countries'
securities markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the securities of many companies in emerging countries may be
held by a limited number of persons,
which may limit the number of securities
available for investment by the Fund. The limited liquidity of emerging country securities markets may also affect the Fund's ability to acquire or dispose of securities at the price and time it wishes to do so.
e. Private Company
Securities Risk:
The Fund’s
investments in private companies may be subject to higher risk than investments in securities of public companies. Little public information may exist about many of the issuers of these securities, and the Fund will
be required to rely on the ability of the Investment Adviser and Sub-Adviser to obtain adequate information to evaluate the potential risks and returns involved in investing in these issuers. If the Investment Adviser
or Sub-Adviser are unable to obtain all material information about the issuers of these securities, it may be difficult to make a fully informed investment decision, and the Fund may lose some or all of its investment
in these securities. These factors could subject the Fund to greater risk than investments in securities of public companies and negatively affect the Fund’s investment returns, which could negatively impact the
dividends paid to you and the value of your investment. In addition, the Fund will likely be able to sell its investments in private companies only in private transactions with another investor or group of investors,
and there can be no assurance that the Fund will be able to successfully arrange such transactions if and when it desires to sell any of its investments in private companies or, if successfully arranged, that the Fund
will be able to obtain favorable values upon the sale of its investments in private companies in such transactions.
See additional information about
the risks posed by private investments in the back of this shareholder report.
f. REIT and Real Estate
Risk:
Investment in real estate
investment trusts ("REITs") and real estate involves the risks that are associated with direct ownership of real estate and with the real estate industry in general. These risks include: declines in the value of real
estate; risks related to local economic conditions, overbuilding and increased competition; increases in property taxes and operating expenses; changes in zoning laws; casualty or condemnation losses; variations in
rental income, neighborhood values or the appeal of properties to tenants; changes in interest rates and changes in general economic and market conditions; reduced demand for commercial and office space; increased
maintenance or tenant improvement costs to convert properties for other uses; default risk of tenants and borrowers; the financial condition of tenants, buyers and sellers; and the inability to re-lease space on
attractive terms or to obtain mortgage financing on a timely basis or at all. REITs’ share prices may decline because of adverse developments affecting the real estate industry including changes in interest
rates. The returns from REITs may trail returns from the overall market. Additionally, there is always a risk that a given REIT will fail to
| 22
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
qualify for favorable tax treatment. REITs
may be leveraged, which increases risk. Certain REITs, like mutual funds, have expenses, including management and administration fees, that are paid by their shareholders. As a result, shareholders will directly
bear the expenses of their investment in the Fund and indirectly bear the expenses of the Fund’s investments when the Fund invests in REITs.
g. Sector Risk:
To the extent that the Fund
has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable
developments in that economic sector than funds that invest more broadly.
The Fund investments
primarily in infrastructure-related issuers. Infrastructure-related issuers fall into multiple market sectors. The Fund currently anticipates that it will be heavily exposed to the industrials and utilities
sectors.
Industrials Sector Risk.
The value of securities issued by companies in the industrials sector may be adversely affected by supply and demand related to their specific products or services and industrials sector
products in general. The products of manufacturing companies may face obsolescence due to rapid technological developments and frequent new product introduction. Government regulations, world events, economic
conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in the industrials sector may be adversely affected by liability for environmental damage and
product liability claims. The industrials sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors. Companies in the industrials sector,
particularly aerospace and defense companies, may also be adversely affected by government spending policies because companies involved in this sector rely to a significant extent on government demand for their
products and services.
Utilities Sector Risk. To the extent that the utilities sector represents a significant portion of the Fund's portfolio, the Fund will be sensitive to
changes in, and its performance may depend
to a greater extent on, factors impacting this sector. Performance of companies in the utilities sector may be adversely impacted by many factors, including, among others, general economic conditions, supply and
demand, financing and operating costs, rate caps, interest rates, liabilities arising from governmental or civil actions, consumer confidence and spending, competition, resource conservation and depletion, man-made or
natural disasters, geopolitical events, and environmental, and other government regulations.
For more information about
the risks of other infrastructure-related sectors, see also “Infrastructure-Related Investments Risk” and “Industry Specific Risks” in the “Additional Information Regarding the Fund
- RISK FACTORS” section of this report.
h. Valuation Risk:
The price that the Fund
could receive upon the sale of any particular portfolio investment may differ from the Fund's valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a
fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could
realize a greater than expected loss or lower than expected gain upon the sale of the investment. The Fund's ability to value its investments may also be impacted by technological issues and/or errors by pricing
services or other third-party service providers.
9. Contingencies
In the normal course of
business, the Fund may provide general indemnifications pursuant to certain contracts and organizational documents. The Fund's maximum exposure under these arrangements is dependent on future claims that may be made
against the Fund, and therefore, cannot be estimated; however, the Fund expects the risk of loss from such claims to be remote.
10. Tax
Information
The U.S. federal
income tax basis of the Fund's investments (including derivatives, if applicable) and the net unrealized appreciation as of September 30, 2025, were as follows:
Tax Cost of
Securities
| Unrealized
Appreciation
| Unrealized
Depreciation
| Net
Unrealized
Appreciation/
(Depreciation)
|
| $507,307,457
| $147,993,061
| $(20,309,441)
| $127,683,620
|
| abrdn Global Infrastructure Income Fund
| 23
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
The tax character of
distributions paid during the fiscal years ended September 30, 2025 and September 30, 2024 was as follows:
|
| September 30, 2025
| September 30, 2024
|
| Distributions paid from:
|
|
|
| Ordinary Income
| $13,888,764
| $9,859,026
|
| Net Long-Term Capital Gains
| 21,878,125
| 27,277,499
|
| Return of Capital
| 34,857,430
| 13,024,619
|
| Total tax character of distributions
| $70,624,319
| $50,161,144
|
As of September 30, 2025, the
components of accumulated earnings on a tax basis were as follows:
| Undistributed Ordinary Income
| $-
|
| Undistributed Long-Term Capital Gains
| -
|
| Total undistributed earnings
| $-
|
| Accumulated Capital and Other Losses
| $-
|
| Capital loss carryforward
| $(49,252,124)*
|
| Other currency gains
| -
|
| Other Temporary Differences
| -
|
| Unrealized Appreciation/(Depreciation)
| 122,908,201**
|
| Total accumulated earnings/(losses) – net
| $73,656,077
|
Amounts listed as
“–” are $0 or round to $0.
| *
| On September 30, 2025, the Fund had a net capital loss carryforward of $(49,252,124) which will be available to offset like amounts of any future taxable gains.
This capital loss carryforward is subject to yearly loss limitations and cannot be used in its entirety at one time. The Fund is permitted to carry forward capital losses for an unlimited period, and capital
losses that are carried forward will retain their character as either short-term or long-term capital losses. The breakdown of capital loss carryforwards are as follows:
|
| Amounts
| Expires
|
| $48,222,751
| Unlimited (Short—Term)
|
| 1,029,373
| Unlimited (Long—Term)
|
** The difference between book-basis and
tax-basis unrealized appreciation/(depreciation) is attributable to the tax deferral of wash sales.
The Fund may hold certain
portfolio company investments through the Subsidiary. The Subsidiary may be subject to U.S. federal and state corporate-level income taxes. The Fund recognizes deferred tax assets and liabilities for the estimated
future tax effects attributable to temporary differences between the tax basis of certain assets and liabilities and the reported amounts included in the accompanying consolidated balance sheet using the applicable
statutory tax rates in effect for the year in which any such temporary differences are expected to reverse.
At September 30, 2025, the
Fund recorded a net deferred tax liability ("DTL") of $5,838,508 primarily associated with the Subsidiary’s investments in partnerships. The Fund utilized an effective tax rate of 22.41% to record its DTL.
U.S. GAAP requires that certain components
of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, the table below details the necessary reclassifications, which are a result of permanent differences
primarily attributable to deferred tax and U.S. blocker expenses. These reclassifications have no effect on net assets or NAVs per share.
Paid-in
Capital
| Distributable
Earnings/
(Accumulated
Loss)
|
| $(8,606,027)
| $8,606,027
|
11. Fund Reorganization
Effective September 20,
2024, the Fund acquired all of the assets and assumed all of the liabilities of the Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund (the “Acquired Fund”) pursuant to plans
of reorganization approved by the Board on October 23, 2023 (“MFD Reorganization”).
| 24
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2025
The acquisition was accomplished by a tax-free
exchange as follows:
8,547,442 shares of the Acquired
Fund, fair valued at $78,867,189 for 3,737,622 shares of the Fund.
The investment portfolio and
cash of the Acquired Fund, with a fair value of $72,137,245 and identified cost of $69,348,931 were the principal assets acquired by the Fund. For financial reporting purposes, assets received and shares issued by the
Fund were recorded at value; however, the cost basis of the investments received from the Acquired Fund was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with
amounts distributable to shareholders for tax purposes. The Acquiring Fund acquired capital loss
carryovers of $52,079,793 which is subject
to loss limitations from the Acquired Fund. Immediately prior to the MFD Reorganization, the investment portfolio and cash of the Fund was $537,161,312.
Because the combined
investment portfolios have been managed as a single integrated portfolio since the MFD Reorganization was completed, it is not practicable to separate the amounts of revenue and earnings of the Acquired Fund that have
been included in the Statement of Operations since September 20, 2024.
The chart below shows a summary
of net assets and shares outstanding, before and after the MFD Reorganization.
|
| Shares
Outstanding
| Net Assets
| Net Asset
Value
Per Share
| Net Unrealized
Appreciation
(Depreciation)
| Accumulated
Net Realized
Gain/(Loss)
|
| Before MFD Reorganization
|
|
|
|
|
|
Macquarie/First Trust Global Infrastructure/Utilities Dividend
& Income Fund
| 8,547,442
| $78,867,189
| $9.23
| $2,788,314
| $54,237,910
|
| abrdn Global Infrastructure Income Fund
| 25,206,605
| 531,881,810
| 21.10
| 66,857,224
| 26,867,903
|
| Total
|
| $610,748,999
|
| $69,645,538
| $81,105,813
|
|
| Shares
Outstanding
| Net Assets
| Net Asset
Value
Per Share
| Net Unrealized
Appreciation
(Depreciation)
| Accumulated
Net Realized
Gain/(Loss)*
|
| After MFD Reorganization
|
|
|
|
|
|
| abrdn Global Infrastructure Income Fund
| 28,944,227
| $610,748,999
| $21.10
| $69,645,538
| $81,105,813
|
*Accumulated Net
Realized Gain/(Loss) are historical gains and losses that were recorded to the Fund.
12. Segment
Reporting
In this reporting period, the Fund adopted
FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"). Adoption of the new standard impacted disclosures only and did not affect the
Fund’s financial position nor the results of its operations. Operating segments are components of a public entity that engage in business activities from which it may recognize revenues and incur expenses, have
discrete financial information available, and have their operating results regularly reviewed by the public entity’s chief operating decision maker (“CODM”) when assessing segment performance and
making decisions about segment resources. The Chief Financial Officer of the Fund acts as the Fund’s CODM. The CODM monitors the operating results of the Fund as a whole, and the Fund’s asset allocation is
managed in accordance with its Prospectus. The Fund operates as a single operating and reporting segment pursuant to its investment objective and principal investment strategy. The Fund’s portfolio composition,
total returns, expense ratios and changes in net assets used by the CODM to assess segment performance and make resource allocations are consistent with the information presented
within the Fund's financial statements.
Segment assets are reflected on the Fund’s Statement of Assets and Liabilities as “Total Assets” and significant segment expenses are listed on the Statement of Operations.
13. Recent Accounting
Pronouncements
In December 2023, the FASB
issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in
order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. ASU 2023-09 is effective for annual periods beginning after December 15,
2024, and early adoption is permitted. Fund Management is evaluating the impacts of these changes on the Fund’s financial statements.
14. Subsequent Events
Management has evaluated
the need for disclosures and/or adjustments resulting from subsequent events through the date the
| abrdn Global Infrastructure Income Fund
| 25
|
Notes to Consolidated Financial
Statements (concluded)
September 30, 2025
financial statements were issued. Based
on this evaluation, no disclosures and/or adjustments were required to the financial statements as of September 30, 2025, other than as noted below.
On October 9, 2025 and
November 11, 2025, the Fund announced that it will pay on October 31, 2025 and November 28, 2025, a distribution of $0.21 per share, to all shareholders of record as of October 24, 2025 and November 21, 2025.
Effective October 13, 2025,
the Fund acquired all of the assets and assumed all of the liabilities of the abrdn Japan Equity Fund, Inc. (the “Acquired Fund”) pursuant to plans of reorganization approved by the Board on July 25, 2025
(“Reorganization”).
The acquisition was accomplished
by a tax-free exchange as follows:
7,071,140 shares of the Acquired
Fund, fair valued at $56,080,293 for 2,675,714 shares of the Acquiring Fund.
The investment portfolio and cash of the
Acquired Fund, with a fair value of $56,004,305 and identified cost of $32,614,041 were the principal assets acquired by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were
recorded at value; however, the cost basis of the investments received from the Acquired Fund was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts
distributable to shareholders for tax purposes. The Acquiring Fund acquired capital loss carryovers of $5,154,708 which is subject to loss limitations from the Acquired Fund. Immediately prior to the merger, the
investment portfolio and cash of the Fund was $606,894,285.
The chart below shows a summary
of net assets and shares outstanding, before and after the Reorganization.
|
| Shares
Outstanding
| Net Assets
| Net Asset
Value
Per Share
| Net Unrealized
Appreciation
(Depreciation)
| Accumulated
Net Realized
Gain/(Loss)
|
| Before Reorganization
|
|
|
|
|
|
| abrdn Japan Equity Fund, Inc.
| 7,071,140
| $56,080,293
| $7.93
| $23,382,371
| $7,368,314
|
| abrdn Global Infrastructure Income Fund
| 28,946,561
| 606,692,422
| 20.96
| 97,946,771
| (26,485,005)
|
| Total
|
| $662,772,715
|
| $121,329,142
| $(19,116,691)
|
|
| Shares
Outstanding
| Net Assets
| Net Asset
Value
Per Share
| Net Unrealized
Appreciation
(Depreciation)
| Accumulated
Net Realized
Gain/(Loss)
|
| After Reorganization
|
|
|
|
|
|
| abrdn Global Infrastructure Income Fund
| 31,622,275
| $662,772,715
| 20.96
| $121,329,142
| $(19,116,691)
|
| 26
| abrdn Global Infrastructure Income Fund
|
Report of Independent Registered Public Accounting
Firm
To the
Shareholders and Board of Trustees
abrdn Global Infrastructure Income Fund:
Opinion on the Consolidated
Financial Statements
We have audited the
accompanying consolidated statement of assets and liabilities of abrdn Global Infrastructure Income Fund (the Fund), including the consolidated portfolio of investments, as of September 30, 2025, the related
consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the related notes
(collectively, the consolidated financial statements) and the consolidated financial highlights for each of the years in the five-year period then ended. In our opinion, the consolidated financial statements and
financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2025, the results of its operations and its cash flows for the year then ended, the changes in its
net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These consolidated financial
statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these consolidated financial statements and financial highlights based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements and financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2025, by correspondence with the custodian, respective portfolio company, general
partners/managers of underlying investments, and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights. We believe that our audits provide a reasonable basis for our
opinion.
We have served as the auditor
of one or more abrdn investment companies since 2009.
Columbus, Ohio
November 28, 2025
| abrdn Global Infrastructure Income Fund
| 27
|
Federal Tax Information: Dividends and
Distributions (Unaudited)
Designation Requirements
Of the distributions paid by the
Fund from ordinary income for the year ended September 30, 2025, the following percentages met the requirements to be treated as qualifying for the corporate dividends received deduction and qualified dividend income,
respectively.
Dividends Received Deduction
34.06%
Qualified Dividend Income
94.74%
$21,878,125 from long-term
capital gains, subject to a long-term capital gains tax rate of not greater than 20%..
The above amounts are based on
the best available information at this time. In early 2026, the Fund will notify applicable shareholders of final amounts for use in preparing 2025 U.S. federal income tax forms.
| 28
| abrdn Global Infrastructure Income Fund
|
Supplemental Information (Unaudited)
Results of Annual Meeting of
Shareholders
The Annual Meeting of
Shareholders was held on May 28, 2025. The description of the proposal and number of shares voted at the meeting are as follows:
To elect three Class II Trustees
to the Board of Trustees:
|
| Votes For
| Votes Against/
Withheld
|
| Chris LaVictoire Mahai
| 21,536,005
| 1,414,552
|
| P. Gerald Malone
| 21,428,318
| 1,522,239
|
| Todd Reit
| 21,478,848
| 1,471,709
|
Summary of Board Considerations in
Approving the Investment Advisory and Sub-Advisory Agreements
At a regularly
scheduled meeting (the “Meeting”) of the Board of Trustees (the “Board”) of abrdn Global Infrastructure Income Fund (the “Fund”) held on June 10, 2025, the Board, including those
Trustees (the “Independent Trustees”) who are not “interested persons” (as that term is defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Fund, approved the
continuation of the investment advisory agreement (the “Advisory Agreement”) between abrdn Inc. (the “Investment Adviser”) and the Fund, and of the investment sub-advisory agreement (the
“Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Advisory Agreements”) among the Fund, the Investment Adviser and abrdn Investments Limited (the
“Sub-Adviser” and, together with the Investment Adviser, the “Advisers”). In connection with their consideration of whether to approve the continuation of the Advisory Agreements, the
Board members received and reviewed a variety of information provided by the Advisers relating to the Fund, the Advisory Agreements and the Advisers. The information provided to the Board members included (but
was not limited to): comparative performance, fee and expense information (as well as information on the limitations of such comparable data) of a peer group of funds based on the Fund’s Morningstar Category
(the “Peer Funds”), each as selected by Institutional Shareholder Services Inc. (“ISS”), an independent third-party provider of investment company data and other performance information.
The Peer Funds presented for fee and expense data comparison consisted of certain of the funds in the Morningstar Category and other industry peers as determined independently by ISS, and the Peer Funds presented for
the performance data comparison consisted of the Fund’s Morningstar category, as determined by ISS. The Board also received information regarding relevant benchmark indices and information regarding the nature,
extent and quality of services provided by the Advisers under the Advisory Agreements.
The materials provided to the
Board generally included, among other items: (i) information on the investment performance of the Fund, the performance of the Peer Funds, comparable funds, if any, and the Fund’s performance benchmark; (ii)
reports prepared by the Advisers in response to requests submitted by the Independent Trustees’ independent legal counsel on behalf of such Trustees; (iii) information on the Fund’s management fee and
other expenses, including information comparing the Fund’s expenses to the Peer Funds, comparable funds, if any, and information about applicable fee “breakpoints” in the Fund’s management fee
structure and expense limitations, if any; (iv) information regarding the Investment Adviser’s revenues and costs of providing services to the funds and any compensation paid to affiliates of the Investment
Adviser; and (v) a memorandum from the Independent Trustees’ independent legal counsel on the responsibilities of the Board in considering the approval of the investment advisory and investment sub-advisory
arrangements under the 1940 Act and Delaware law.
The Independent Trustees met
with representatives of the Advisers and separately in executive session with independent legal counsel on June 10, 2025 to discuss the continuation of the Advisory Agreements. The Independent Trustees also met
with representatives of the Advisers and separately in executive session with independent legal counsel on May 30, 2025 to discuss the materials provided to the Board by the Advisers in response to a request for
information sent to them by the Independent Trustees’ independent legal counsel.
In evaluating whether to
renew the Advisory Agreements for the Fund, the Board considered numerous factors, including: (i) the nature, extent and quality of services provided to the Fund by the Advisers under the Advisory Agreements; (ii) the
costs of services provided to the Fund and the profits realized by the Investment Advisers (and its affiliates) from its relationship with the Fund; (iii) the Fund’s total expense ratio as well as the management
fees paid by the Fund pursuant to the Advisory Agreements relative to the total expense ratios of and the management fees charged to the Peer Funds and comparable accounts, if any; (iv) the investment performance of
the Fund relative to that of its benchmark index as well as the performance of the Peer Funds and comparable funds, if any; (v) any additional benefits (such as soft dollars, if any) received by the Advisers or their
affiliates; (vi) the extent to which economies of scale are being realized by shareholders and will be realized as the Fund’s assets increase; (vii) the Advisers’ compliance programs; and (viii) any other
considerations deemed relevant by the Board. The Independent Trustees also discussed the Advisory Agreements in an executive session with independent legal counsel at which no representatives of the Advisers
were present. No single factor reviewed by the Board was identified as the principal factor in determining whether to renew the Advisory Agreements, and individual Trustees may have given different weight to
various factors.
| abrdn Global Infrastructure Income Fund
| 29
|
Supplemental Information (Unaudited) (continued)
The discussion immediately
below outlines in greater detail certain of the materials and information presented to the Board by the Advisers in connection with the Board’s consideration and approval of the continuation of the Advisory
Agreements, and the conclusions made by the Board at the Meeting when determining to renew the Advisory Agreements.
The Nature, Extent and Quality of
Services Provided to the Fund Under the Advisory Agreements
The Trustees considered the
nature, extent and quality of services provided by the Advisers to the Fund. They reviewed information about the resources dedicated to the Fund by the Advisers and their affiliates. Among other things, the
Board reviewed and discussed the background and experience of the Advisers’ senior management personnel who serviced the Fund and the qualifications, background and responsibilities of the portfolio managers
primarily responsible for providing day-to-day portfolio management services for the Fund. The Trustees also considered the financial condition of the Advisers and the Advisers’ ability to provide quality
service to the Fund. Management representatives reported to the Board and responded to questions on, among other things, the Advisers’ business plans and any current or proposed organizational changes. The
Trustees also took into account the Advisers’ experience as asset managers and considered information regarding the Advisers’ compliance with applicable laws and Securities and Exchange Commission
(“SEC”) and other regulatory agency inquiries or audits of the Fund, the Advisers’ and/or their affiliates. The Board considered reports from the Advisers on their risk management
processes. The Board noted that it received information on a regular basis from the Fund’s Chief Compliance Officer regarding the Advisers’ compliance policies and procedures and information
concerning the Advisers’ brokerage policies and practices. The Trustees also noted that the Advisers had provided information and periodic reporting, including updates on their management of the Fund and
the quality of their performance and had discussed these matters with the Trustees at meetings held regularly throughout the preceding year.
Based on the totality of the
information considered, the Board concluded that the nature, extent and quality of the Advisers’ services provided to the Fund were of high quality, and that the Advisers have provided and could reasonably be
expected to continue to provide these services on an ongoing basis based on their experience, operations and resources.
The Costs of Services Provided and
Profits Realized by the Advisers and their Affiliates from their Relationships with the Fund
The Board reviewed
information compiled by ISS that compared the Fund’s effective annual management fee rate with the fees paid by its Peer Funds. The Board reviewed with management the effective annual management fee paid by the
Fund to the Investment Adviser for investment management services. The Board considered the Fund’s management fee structure. The Trustees also considered information from management about the fees charged
by the Investment Adviser to other clients investing primarily in an asset class similar to that of the Fund, and the services provided by the Adviser that are different from those provided by the Sub-Adviser. The
Board reviewed and considered additional information about the Advisers’ fees, including the amount of the management fees retained by the Investment Adviser after payment of the sub-advisory fees. The Board
considered that the compensation paid to the Sub-Adviser was paid by the Investment Adviser, and, accordingly, that the retention of the Sub-Adviser did not increase the fees or expenses otherwise incurred by the
Fund’s shareholders. The Board considered the fee comparisons in light of the differences in resources and costs required to manage the different types of accounts. In evaluating the Fund’s
management fee structure, the Board took into account the regulatory regimes, fund structure, level of services, complexity and quality of the investment management of the Fund.
In addition to the foregoing,
the Board considered the Fund’s fees and expenses relative to the fees and expenses of the Peer Funds, as well as information on the limitations of such comparable data given differences between the Fund and the
Peer Funds presented. This information showed that the Fund’s net management fee and total net expenses, exclusive of investment-related expenses, were above the median of the Peer Funds. The Board noted
the complexity of the Fund’s strategy and the resources required to execute the strategy. The Board also noted that, unlike certain of the Peer Funds, the portfolio includes public and private investments. The
Board also reviewed the profitability of the investment advisory relationship with the Fund to the Investment Adviser. The Board concluded that the Fund’s fees and expenses, as well as the Investment
Adviser’s profitability, were reasonable in light of the nature, extent and quality of services provided.
Investment Performance of the
Fund
The Board received and
reviewed with the Fund’s management, among other performance data, information that compared the Fund’s return over various time periods to those of comparable investment companies and discussed this
information and other related performance data with management. The Board received and considered information comparing the Fund’s performance to the performance of the Fund’s Peer Funds, including
information on the limitations of such comparable data given differences between the Fund and the Peer Funds presented.
In addition, the Board
received and reviewed information regarding the Fund’s total return on a gross and net basis and relative to the Fund’s benchmark. The Trustees considered management’s discussion of the factors
contributing to differences in performance between the Fund, its Peer Funds, other abrdn strategies, as applicable, and the Fund’s benchmark, including (but not limited to) differences in the investment
strategies, restrictions and risks of the Peer Funds and distinguishing features of the Fund relative to the benchmark and other abrdn strategies. Additionally, the Board considered information about the
Fund’s discount/premium ranking relative to its Peer Funds and the Advisers’ discussion of the Fund’s
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| abrdn Global Infrastructure Income Fund
|
Supplemental Information (Unaudited) (concluded)
performance. The Trustees noted that the
Fund underperformed the average of the Peer Funds for the 1-year period ended March 31, 2025 but outperformed the average of the Peer Funds for the 3-year period ended March 31, 2025. The Trustees also noted
that the Fund underperformed its benchmark for the 1- and 3-year periods ended March 31, 2025. The Board considered the Advisers’ discussion of Fund performance, among other factors, in determining to continue
the Advisory Agreements.
Direct and Indirect Benefits
The Board then considered
whether or the extent to which the Advisers derive any direct, ancillary or indirect benefits, such as reputational benefits, that could accrue to the Advisers and their affiliates from the Fund’s operations as
a result of the Advisers’ relationship with the Fund. The Board recognized the services provided to the Fund by affiliates of the Investment Adviser and the related compensation paid by the Fund for those
services. Based on the totality of the information considered, the Board concluded that any benefits accruing to the Advisers and their affiliates by virtue of their relationship with the Fund appeared to be
reasonable.
Economies of Scale
The Board next considered
Management’s discussion of the Fund’s management fee structure and determined that the management fee structure was reasonable. The Board noted the benefits to the Fund of being part of a larger Fund
complex. The Board based its determination on various factors, including how the Fund’s management fee compared relative to the Peer Funds. The Board also considered that Fund had an expense limitation
agreement in place until September 20, 2025, pursuant to which the Investment Adviser agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting the Fund’s total
annual operating expenses. The Board also took into account discussions with the Adviser regarding a potential extension of this expense limitation agreement in the future.
* * *
Based on the Board’s
deliberations and its evaluation of the information described above and other factors and information the Trustees deemed relevant in the exercise of their individual reasonable business judgment, the Board, including
the Independent Trustees, with the assistance of fund counsel and independent legal counsel to the Independent Trustees, unanimously determined that the fees charged pursuant to the Advisory Agreements were fair and
reasonable and approved the continuation of the Advisory Agreements.
| abrdn Global Infrastructure Income Fund
| 31
|
Additional Information Regarding the
Fund (Unaudited)
RECENT CHANGES
The following information is
a summary of certain changes during the fiscal year ended September 30, 2025. This information may not reflect all of the changes that have occurred since you purchased the Fund.
During the applicable period,
there have been: (i) no material changes to the Fund's investment objectives and policies that constitute its principal portfolio emphasis that have not been approved by shareholders, (ii) no material changes to the
Fund's principal risks, (iii) no changes to the persons primarily responsible for day-to-day management of the Fund; and (iv) no changes to the Fund's charter or by-laws that would delay or prevent a change of control
that have not been approved by shareholders; except as follows:
Change in Diversification
Classification
The Fund is diversified for
purposes of 1940 Act. Pursuant to guidance from the Securities and Exchange Commission (the "SEC"), the Fund's classification changed from a non-diversified fund to a diversified fund. As a result of this
Classification change, the Fund is limited in the proportion of its assets that may be invested in the securities of a single issuer.
Changes to Persons Primarily
Responsible for Day-to-Day Management of the Fund
The Fund is managed by Joshua
Duitz and Donal Reynolds, who are responsible for the Fund's public infrastructure investments, and Aberdeen’s Indirect Real Assets Team, which is responsible for the Fund's private/direct infrastructure
investments. The Fund’s portfolio management team will work together to provide collaborative oversight of the Fund's overall portfolio allocation.
Effective November 14, 2025,
Eric Purington ceased serving as a member of the Indirect Real Assets team primarily responsible for day-to-day management of the Fund. As of November 14, 2025, Amelia Slade, Associate Investment Director, is the
member of the Indirect Real Assets team having the most significant responsibility for the Fund's private/direct infrastructure investments. Amelia has served as a member of the Indirect Real Assets team
providing portfolio construction and research for the Fund since April 2022.
INVESTMENT OBJECTIVE, STRATEGIES AND
POLICIES
The Fund's investment
objective is to seek to provide a high level of total return with an emphasis on current income. There is no assurance that the Fund will achieve its investment objective. The investment objective is not fundamental
and may be changed by the Board of Trustees (the "Board" or "Board of Trustees") without shareholder approval.
The Fund seeks to achieve its
investment objective by investing primarily in a portfolio of income-producing public and private infrastructure equity investments around the world.
Under normal circumstances, at least 80% of
the Fund's net assets (plus the amount of any borrowings for investment purposes) is invested in U.S. and non-U.S. infrastructure-related issuers. The Fund considers an issuer to be infrastructure-related if (i) at
least 50% of the issuer's assets consist of infrastructure assets or (ii) at least 50% of the issuer's gross income or net profits are attributable to or derived, directly or indirectly, from the ownership,
management, construction, development, operation, utilization or financing of infrastructure assets. Infrastructure assets are the physical structures and networks that provide necessary services to society. Examples
of infrastructure assets include, but are not limited to, transportation assets (e.g., toll roads, bridges, tunnels, parking facilities, railroads, rapid transit links, airports, refueling facilities and seaports),
utility assets (e.g., electric transmission and distribution lines, power generation facilities, gas and water distribution facilities and sewage treatment plants), communications assets (e.g., wireless
telecommunication services, cable and satellite networks, broadcast and wireless towers), energy infrastructure assets (e.g., pipelines) and social assets (e.g., courthouses, hospitals, schools, correctional
facilities, stadiums and subsidized housing).
The Fund may invest in
issuers located anywhere in the world, including issuers located in emerging markets. Under normal circumstances, the Fund invests in issuers from at least three different countries and invests (at least 40% of its
total assets (unless market conditions are not deemed favorable by the Adviser and Sub-Adviser (together, the “Advisers”), in which case the Fund would invest at least 30% of its total assets) in non-U.S.
issuers. A company is considered a non-U.S. issuer if Fund management determines that the company meets one or more of the following criteria:
| •
| the company is organized under the laws of or has its principal place of business in a country outside the U.S.;
|
| •
| the company has its principal office in, or management is located in, a country outside the U.S.; and/or
|
| •
| the company has its principal securities trading market in a country outside the U.S.
|
It is currently anticipated
that, under normal circumstances, the Fund’s investments in emerging market issuers will not exceed 30% of the Fund’s total assets. At times, the Fund may have a significant amount of its assets invested
in a country or geographic region. The Fund may invest in securities denominated in U.S. dollars and currencies of foreign countries.
The Fund’s investment
portfolio generally will be comprised of the following:
Public Infrastructure
Investments. The Fund invests, under normal circumstances, at least 60%, and generally expects to invest approximately 75%, of its total assets in listed equity securities of infrastructure-related
issuers. Equity securities in which the Fund
| 32
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
invests include primarily common stocks,
preferred stocks and depositary receipts. The Fund may invest in securities of any market capitalization. During the period of initial investment in Private Infrastructure Opportunities (defined below), and as the
Fund approaches the end of its 15-year term (see "Term" below), the Fund may refrain from making new investments in Private Infrastructure Opportunities, if necessary, for liquidity purposes, and invest up to 100% of
its total assets in public infrastructure investments.
Private/Direct Infrastructure
Investments. Under normal circumstances, the Fund invests at least 10%, and currently intends to generally invest closer to 25%, of its total assets, measured at the time of investment, in
infrastructure assets through private transactions (“Private Infrastructure Opportunities”). A “private transaction” means an investment in infrastructure assets through the purchase of
securities in a transaction that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Private Infrastructure Opportunities include investments in: (i) sponsor
vehicles created for the purpose of investing in private infrastructure companies or assets, as described below; (ii) equity or credit interests in private infrastructure operating companies; and (iii) to a lesser
extent, private equity funds that invest in infrastructure assets. Private Infrastructure Opportunities may include investments alongside other funds or accounts advised by the Advisers or their affiliates in certain
infrastructure assets (“Co-Investment Opportunities”) or on a stand-alone basis alongside other investors (“Stand-Alone Opportunities”). Unless and until the Fund receives an exemptive order
from the U.S. Securities and Exchange Commission (“SEC”) to co-invest in negotiated Co-Investment Opportunities (which cannot be assured), the Fund will only invest in Co-Investment Opportunities where the
transaction is permitted under existing regulatory guidance, such as transactions in which price is the only negotiated term. Certain Co-Investment Opportunities and Stand-Alone Opportunities may be issued by sponsor
vehicles structured, for administrative and/or tax purposes, as funds that would be investment companies but for the provisions of Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”) (“sponsor vehicles”). Such sponsor vehicles do not generally have the same characteristics as funds relying on Section 3(c)(1) or 3(c)(7) that are commonly known as
“private equity funds”. The Fund will not invest in funds commonly known as “private equity funds”. The Fund will invest no more than 15% of its net assets, measured at the time of investment,
in all sponsor vehicles and no more than 3% of its net assets, measured at the time of investment, in a single sponsor vehicle. In addition, at all times, the Fund will own only a minority ownership interest (i.e.,
less than 50%) in any sponsor vehicle in which it invests.
The Fund may have a lower percentage of its
total assets invested in Private Infrastructure Opportunities and a higher percentage of its assets invested in publicly listed infrastructure issuers during certain periods in the life-cycle of the Fund, such as
during the period of initial investment in Private Infrastructure Opportunities and as the Fund approaches the end of its 15-year term. In addition, as the Fund disposes of individual Private Infrastructure
Opportunities, the Fund will look to redeploy its capital into new Private Infrastructure Opportunities, which may be scarce. As the Fund approaches the end of its 15-year term, the Fund may refrain from making new
investments in Private Infrastructure Opportunities, if necessary, for liquidity purposes, and increase its allocation to listed infrastructure investments. During such periods, the Fund may have a lower percentage of
its total assets invested in Private Infrastructure Opportunities and may invest up to 100% in public infrastructure investments.
In addition, the Fund may use
derivative instruments from time to time, primarily to hedge currency exposure, although it is not required to do so. To the extent the Fund invests in derivative instruments that provide economic exposure to
infrastructure-related issuers, such investments will be counted for purposes of the Fund's 80% investment policy. The Fund will value derivatives based on market value or fair value for purposes of its 80% investment
policy.
In selecting public
infrastructure investments, the Advisers seek to invest in quality companies and are active, engaged owners. The Advisers evaluate a company against quality criteria and build conviction using a team-based approach
and peer review process. The quality assessment covers five key factors: 1) the durability of the business model, 2) the attractiveness of the industry, 3) the strength of financials, 4) the capability of management,
and 5) the most material environmental, social and governance factors impacting a company. The Advisers seek to understand what is changing in companies, industries and markets but is not being priced into the market
or is being mispriced. Through fundamental research, supported by a global research presence, the Advisers seek to identify companies whose quality is not yet fully recognized by the market.As active equity investors,
the Advisers use deep fundamental research and a disciplined investment process to pursue the Fund's investment objective.
With respect to the Fund's
private/direct infrastructure investments, the Advisers’ process combines their expertise developed over the last decade in sourcing, diligencing and monitoring Private Infrastructure Opportunities. The Advisers
use this information, combined with first-hand research, a disciplined due diligence process and its experience and understanding of the infrastructure sector and the related risks, in order to select Private
Infrastructure Opportunities that the Advisers believe will help it achieve the Fund's investment
| abrdn Global Infrastructure Income Fund
| 33
|
Additional Information Regarding the
Fund (Unaudited) (continued)
objective. The Advisers pursue Private
Infrastructure Opportunities which they believe can generate incremental returns depending on the timing and quality of available opportunities.
The Fund may invest up to 20%
of its net assets in securities issued by companies that are not infrastructure companies. The Fund may also invest in debt securities, including short-term debt obligations, cash or cash equivalents.
The Fund intends to achieve
the income component of its investment objective by investing in dividend-paying listed equity securities and Private Infrastructure Opportunities. The Fund’s income distributions are supplemented by realized
capital gains and, to the extent necessary, paid-in capital, which is a nontaxable return of capital.
Unless otherwise stated, the
Fund's investment policies are non-fundamental policies and may be changed by the Board without prior shareholder approval. The Fund's policy to invest at least 80% of its net assets (plus the amount of any borrowings
for investment purposes) in U.S. and non-U.S. infrastructure-related issuers may be changed by the Board without shareholder approval; however, if this policy changes, the Fund will provide shareholders at least 60
days' written notice before implementation of the change in compliance with SEC rules. Unless otherwise stated, these investment restrictions apply at the time of purchase; the Fund will not be required to reduce a
position due solely to market price fluctuations.
The Fund may invest in money
market mutual funds; cash; cash equivalents; securities issued or guaranteed by the U.S. government or its instrumentalities or agencies; high quality, short-term money market instruments; short-term debt securities;
certificates of deposit; bankers' acceptances and other bank obligations; commercial paper or other liquid debt securities on a temporary basis to meet working capital needs, including, but not limited to, for
collateral in connection with certain investment techniques, to hold a reserve pending payment of distributions and to facilitate the payment of expenses and settlement of trades. Under adverse market or economic
conditions, the Fund may invest up to 100% of its total assets in these securities on a temporary basis. In addition, immediately leading up to the date of the Fund's dissolution (see "Term" below), in connection with
an Eligible Tender Offer (as defined below), the Fund may invest a significant portion of its assets in these securities on a temporary basis. To the extent the Fund invests in these securities, the Fund may not
achieve its investment objective.
Term. The Fund's Declaration of Trust provides that the Fund will have a limited period of existence and will dissolve as of the close of business fifteen (15) years from the effective date of
the initial registration statement of the Fund (i.e., July 28, 2035) (such date, including any extension, the "Termination Date"); provided, that the Board of Trustees may vote to extend the Termination Date (1) for
one period that may in no event exceed one year following the
Termination Date, and (2) for one additional
period that may in no event exceed six months, in each case without a vote of the Fund's shareholders. On or before the Termination Date, the Fund will cease its investment operations, retire or redeem its leverage
facilities, if any, liquidate its investment portfolio (to the extent possible) and distribute all of its liquidated net assets to common shareholders of record in one or more distributions on or after the Termination
Date. Notwithstanding the foregoing, if the Board of Trustees determines to cause the Fund to conduct an Eligible Tender Offer (as defined herein) and the Eligible Tender Offer is completed, the Board of Trustees may,
in its sole discretion and without any action by the shareholders of the Fund, eliminate the Termination Date and provide for the Fund's perpetual existence, subject to the terms and conditions described herein.
Eligible Tender Offer. The Fund's Declaration of Trust provides that an eligible tender offer (an "Eligible Tender Offer") is a tender offer by the Fund to purchase up to 100% of the then-outstanding common
shares as of a date within the 12 months preceding the Termination Date. It is anticipated that shareholders who properly tender common shares in an Eligible Tender Offer will receive a purchase price equal to the net
asset value ("NAV") per share as of a date following the expiration date of the Eligible Tender Offer and prior to the payment date. In an Eligible Tender Offer, the Fund will offer to purchase all outstanding common
shares held by each shareholder. The Fund's Declaration of Trust provides that, following an Eligible Tender Offer, the Fund must have at least $100 million of net assets to ensure the Fund's continued viability (the
"Termination Threshold").
If the number of common
shares properly tendered in an Eligible Tender Offer would result in the Fund's net assets totaling greater than the Termination Threshold, the Fund will purchase all common shares properly tendered and not withdrawn
pursuant to the terms of the Eligible Tender Offer and following the completion of such Eligible Tender Offer, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund,
eliminate the Termination Date and cause the Fund to have a perpetual existence. See "Risk Factors—General—Limited Term and Tender Offer Risk." In making a decision to eliminate the Termination Date to
provide for the Fund's perpetual existence, the Board of Trustees will take such actions with respect to the Fund's continued operations as it deems to be in the best interests of the Fund, based on market conditions
at such time, the extent of common shareholder participation in the Eligible Tender Offer and all other factors deemed relevant by the Board of Trustees in consultation with the Advisers, taking into account that the
Advisers may have a potential conflict of interest in seeking to convert the Fund to a perpetual fund.
If the number of properly
tendered common shares would result in the Fund's net assets totaling less than the Termination Threshold, the
| 34
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
Eligible Tender Offer will be terminated, no
common shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will begin (or continue) liquidating the Fund's investment portfolio and proceed to terminate on the Termination Date.
The Advisers will pay all
costs and expenses associated with the making of an Eligible Tender Offer, other than brokerage and related transaction costs associated with disposition of portfolio investments in connection with the Eligible Tender
Offer, which will be borne by the Fund and its common shareholders. An Eligible Tender Offer would be made, and common shareholders would be notified thereof, in accordance with the Fund's Declaration of Trust, the
Investment Company Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable tender offer rules thereunder (including Rule 13e-4 and Regulation 14E under the Exchange Act).
Termination and
Liquidation. On or before the Termination Date, the Fund will cease its investment operations, retire or redeem its leverage facilities, if any, liquidate its investment portfolio (to the extent
possible) and distribute all of its liquidated net assets to common shareholders of record in one or more distributions on or after the Termination Date. In determining whether to extend the term, the Board of
Trustees may consider a number of factors, including, without limitation, whether the Fund would be unable to sell its assets at favorable prices in a time frame consistent with the Termination Date due to lack of
market liquidity or other adverse market conditions, or whether market conditions are such that it is reasonable to believe that, with an extension, the Fund's remaining assets would appreciate and generate income in
an amount that, in the aggregate, is meaningful relative to the cost and expense of continuing its operations.
The Advisers will seek to
manage its investment portfolio consistent with its obligation to cease operations on the Termination Date. To that end, the Advisers intend to seek Private Infrastructure Opportunities that they reasonably expect can
be sold or otherwise exited at favorable prices on or before the Termination Date. However, there is no assurance that a market or other exit strategy will be available for the Fund's less liquid investments,
including investments in Private Infrastructure Opportunities. As the Termination Date approaches, the Fund expects that the Advisers will seek to liquidate the Fund's less liquid investments. As a result, based on
prevailing market conditions, available investment opportunities and other factors, the Fund may invest the proceeds from the sale of such investments in corporate debt securities or in listed equity securities,
thereby increasing the portion of its total assets invested in those types of securities, or the Advisers may invest the proceeds in money market mutual funds; cash; cash equivalents; securities issued or guaranteed
by the U.S. government or its instrumentalities or agencies; high quality, short-term money market instruments; short-term debt securities; certificates of deposit; bankers'
acceptances and other bank obligations;
commercial paper or other liquid debt securities. As a result, as the Termination Date approaches, the Fund's monthly cash distributions may decline, and there can be no assurance that the Fund will achieve its
investment objective or that its investment strategies will be successful.
Depending on a variety of
factors, including the performance of the Fund's investment portfolio over the period of its operations, the amount distributed to common shareholders in connection with the Fund's termination or paid to participating
common shareholders upon completion of an Eligible Tender Offer may be less, and potentially significantly less, than your original investment. The Fund's final distribution to common shareholders on the Termination
Date and the amount paid to participating common shareholders upon completion of an Eligible Tender Offer will be based upon the Fund's NAV at such time, and initial investors and any investors that purchase the
Fund's common shares after the completion of this offering may receive less, and potentially significantly less, than their original investment. Additionally, although tendering shareholders will receive an amount
equal to NAV for their shares in an Eligible Tender Offer, given the nature of certain of the Fund's investments, the Fund's NAV may be impacted by the sale of such investments and, as a result, the amount actually
distributed upon the Fund's termination may be less than the Fund's NAV per share on the Termination Date, and the amount actually paid upon completion of an Eligible Tender Offer may be less than the Fund's NAV per
share on the expiration date of the Eligible Tender Offer.
Because the Fund's assets
will be liquidated in connection with its termination or to pay for common shares tendered in an Eligible Tender Offer, the Fund may be required to sell portfolio securities when it otherwise would not, including at
times when market conditions are not favorable, which may cause the Fund to lose money. The Fund will make a distribution on the Termination Date of all cash raised from the liquidation of its assets prior to that
time. However, given the nature of certain of the Fund's investments, particularly its investments in Private Infrastructure Opportunities, the Fund may be unable to liquidate certain of its investments until well
after the Termination Date. In this case, the Fund may make one or more additional distributions after the Termination Date of any cash received from the ultimate liquidation of those investments. This would delay
distribution payments, perhaps for an extended period of time, and there can be no assurance that the total value of the cash distribution made on the Termination Date and such subsequent distributions, if any, will
equal the Fund's NAV on the Termination Date, depending on the ultimate results of such post-Termination Date asset liquidations. If, as a result of lack of market liquidity or other adverse market conditions, the
Fund's Board of Trustees determines it is in the best interests of the Fund, the Fund may transfer any illiquid portfolio investments that remain unsold on the
| abrdn Global Infrastructure Income Fund
| 35
|
Additional Information Regarding the
Fund (Unaudited) (continued)
Termination Date to a liquidating trust and
distribute interests in such liquidating trust to common shareholders as part of its final distribution. The liquidating trust, if used, would be a separate entity from the Fund and, in reliance on Section 7 of the
Investment Company Act, would not be a registered investment company under the Investment Company Act. Interests in the liquidating trust are expected to be nontransferable, except by operation of law. The sole
purpose of the liquidating trust would be to hold illiquid investments of the Fund that were unable to be sold and to dispose of such investments. As such investments are sold over time by the liquidating trust, the
liquidating trust would distribute cash to its shareholders.
There can be no assurance as
to the timing of or the value obtained from such liquidation. See "Risk Factors—General—Limited Term and Tender Offer Risk."
The Fund is not a so called
"target date" or "life cycle" fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a "target term" fund whose
investment objective is to return its original NAV on the Termination Date or in an Eligible Tender Offer. The final distribution of net assets per common share upon termination or the price per common share in an
Eligible Tender Offer may be more than, equal to or less than the initial public offering price per common share.
Leverage. The Fund currently does not intend to borrow money or issue debt securities or preferred shares. The Fund is, however, permitted to borrow money or issue debt securities in an amount up to
331/3% of the value of the Fund's total assets, and issue preferred shares in an amount up to 50% of its total assets. Although it has no present
intention to do so, the Fund reserves the right to borrow money from banks or other financial institutions, or issue debt securities or preferred shares, in the future if it believes that market conditions would be
conducive to the successful implementation of a leveraging strategy through borrowing money or issuing debt securities or preferred shares.
Under the Investment Company
Act, the Fund is not permitted to issue senior securities if, immediately after the issuance of such senior securities, the Fund would have an asset coverage ratio (as defined in the Investment Company Act) of less
than 300% with respect to senior securities representing indebtedness (i.e., for every dollar of indebtedness outstanding, the Fund is required to have at least three dollars of assets) or less than 200% with respect
to senior securities representing preferred stock (i.e., for every dollar of preferred stock outstanding, the Fund is required to have at least two dollars of assets). The Investment Company Act also provides that the
Fund may not declare distributions or purchase its stock (including through tender offers) if, immediately after doing so, it will have an asset
coverage ratio of less than 300% or 200%, as
applicable. However, certain short-term borrowings (such as for cash management purposes) are not subject to the 331/3% limitation if (i) repaid within 60 days, (ii) not extended or renewed and (iii) not in excess of 5% of the total assets of the Fund.
There can be no assurance
that a leveraging strategy will be successful during any period in which it is used. The use of leverage creates an opportunity for increased income and capital appreciation for common shareholders, but at the same
time creates special risks that may adversely affect common shareholders. Because the Fund's management fee is based upon a percentage of its Managed Assets, the management fee would be higher when the Fund is
leveraged. Therefore, the Advisers have a financial incentive to use leverage, which will create a conflict of interest between the Advisers and the common shareholders, who will bear the costs of the Fund's leverage,
during periods in which it is used. See "Risk Factors—Operational Risks—Leverage Risk."
INVESTMENT SECURITIES
The types of securities in which
the Fund may invest include, but are not limited to, the following:
Equity securities
Equity investments generally
represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of an issuer's
bankruptcy. Prices of equity securities fluctuate for several reasons, including because of changes, or perceived changes, in the business, financial condition or prospects of the issuer or because of changes in
financial or political conditions that may affect particular industries or the economy in general.
Common Stock. Holders of common stock generally have voting rights with respect to the issuer, however, the Fund does not expect to have voting control with respect to any of the issuers of listed equity
securities in which it invests, and it will not have voting control with respect to some or all of the Fund's private investments. Upon the liquidation or winding up of the issuer, holders of common stock are entitled
to the assets of the issuer that remain after satisfying all obligations owed to the issuer's creditors, including holders of debt securities, and holders of the issuer's preferred stock. Holders of common stock also
may receive dividends, however, unlike the dividends payable with respect to preferred stock (which is described below), dividends payable with respect to common stock are not fixed but are declared at the discretion
of the issuer's board of directors.
Preferred Equity. Upon the liquidation or winding up of the issuer, holders of preferred equity have a preference over holders of the issuer's common equity, however, their claims to the assets of the issuer
are subordinated to the claims of the issuer's creditors,
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Additional Information Regarding the
Fund (Unaudited) (continued)
including holders of debt securities.
Holders of preferred equity also receive distributions or dividends at a specified annual rate, although this rate may be changed or omitted by the issuer under certain circumstances. Market prices of preferred
equities generally fluctuate with changes in market interest rates. Under normal conditions, holders of preferred equity usually do not have voting rights with respect to the issuer.
Depositary Receipts. Depositary receipts typically issued by a bank or trust company, represent the ownership of underlying securities that are issued by a foreign company and held by the bank or trust company.
American Depositary Receipts ("ADRs") are usually issued by a U.S. bank trust or trust company and traded on a U.S. exchange. Global Depositary Receipts ("GDRs") may be issued by institutions located anywhere in the
world and traded in any securities market. European Depositary Receipts ("EDRs") are issued in Europe and used in bearer form in European markets.
Depositary receipts may or
may not be jointly sponsored by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may
be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Certain depositary receipts are not listed on an
exchange and therefore may lack liquidity.
Restricted securities, including
securities of private companies
Restricted securities,
including Rule 144A securities and securities of private companies, are subject to statutory and/or contractual restrictions on resale. However, such securities may be sold in private transactions with a limited
number of purchasers or in public offerings registered under the Securities Act. Restricted securities include (1) registered securities of public companies subject to a lock-up period, (2) unregistered securities of
public companies with registration rights, (3) unregistered securities of public companies that become freely tradable with the passage of time and (4) unregistered securities of private companies. A registered
security subject to such a lock-up period will no longer be considered a restricted security upon expiration of the lock-up period, an unregistered security of a public company with registration rights will no longer
be considered a restricted security when such securities become registered, and an unregistered security of a public company that becomes freely tradable with the passage of time will no longer be considered a
restricted security upon the elapse of the requisite time period.
Non-U.S. securities
The Fund may invest without
limit in securities issued by non-U.S. issuers. These securities may be issued by companies organized and/or having securities traded on an exchange outside the U.S. or
may be securities of U.S. companies that are
denominated in the currency of a different country. It is currently anticipated that, under normal circumstances, the Fund may invest up to 30% of its total assets in securities of emerging market issuers.
Temporary investments
The Fund may invest in money
market mutual funds; cash; cash equivalents; securities issued or guaranteed by the U.S. government or its instrumentalities or agencies; high quality, short-term money market instruments; short-term debt securities;
certificates of deposit; bankers' acceptances and other bank obligations; commercial paper or other liquid debt securities on a temporary basis to meet working capital needs, including, but not limited to, for
collateral in connection with certain investment techniques, to hold a reserve pending payment of distributions and to facilitate the payment of expenses and settlement of trades.
Under adverse market or
economic conditions, the Fund may invest up to 100% of its total assets in these securities on a temporary basis. In addition, immediately leading up to the Termination Date, in connection with the Eligible Tender
Offer, the Fund may invest a significant portion of its assets in these securities on a temporary basis. To the extent the Fund invests in these securities, it may not achieve its investment objective. The yield on
these securities may be lower than the returns on equity securities or yields on lower rated debt securities.
Allocation of investment
opportunities
As a general matter, there
can be no assurances that all investment opportunities identified as suitable by the Advisers will be made available to the Fund. The Advisers expect, from time to time, to be presented with investment opportunities
that fall within the Fund's investment objective and other Adviser- and Sub-Adviser-sponsored investment funds, vehicles and accounts, joint ventures and similar partnerships or arrangements (collectively, "Other
abrdn Accounts"), and in such circumstances, the Adviser or Sub-Adviser, as applicable, will allocate such opportunities (including, subject to the Investment Company Act limitations, any related co-investment
opportunities) to the Fund and Other abrdn Accounts (including, without limitation, an allocation of 100% of such an opportunity to such Other abrdn Accounts) on a basis that the Adviser or Sub-Adviser, as applicable,
determines in its sole discretion to be fair and reasonable over time in accordance with its allocation policy and procedures.
Further, prospective
investors should note that the Adviser or Sub-Adviser may establish additional Other abrdn Accounts with an investment objective, mandates and policies that are substantially similar to those of the Fund. The Advisers
may allocate investment opportunities to such Other abrdn Accounts, and such Other abrdn Accounts may compete with the Fund for specific transactions. The
| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
Adviser or Sub-Adviser may give advice and
recommend securities to buy or sell for the Fund, which advice or securities may differ from advice given to, or securities recommended or bought or sold for, Other abrdn Accounts, even though their investment
objectives may be the same as, or similar to, the Fund's investment objective.
From time to time, the
Adviser or Sub-Adviser may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to clients through one or more product structures. Such accounts also may
serve the purpose of establishing a performance record for the strategy. The management by the Adviser or Sub-Adviser of accounts with proprietary interests and nonproprietary client accounts may create an incentive
to favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. The Adviser's or Sub-Adviser's proprietary seed accounts may include long-short
strategies, and certain client strategies may permit short sales. A conflict of interest arises if a security is sold short at the same time as a long position, and continuous short selling in a security may adversely
affect the stock price of the same security held long in client accounts.
The Adviser has the ability
to allocate investment opportunities of certain transactions between the Fund, other funds registered under the Investment Company Act and other accounts managed by the Adviser pro rata based on available capital, up
to the amount proposed to be invested by each ("Co-Investment Opportunities"). The Investment Company Act and a rule thereunder impose limits on the Fund's ability to participate in Co-Investment Opportunities, and
the Fund generally will not be permitted to co-invest alongside other funds registered under the Investment Company Act and other accounts managed by the Adviser in privately negotiated transactions unless the Fund
obtains an exemptive order from the SEC or the transaction is otherwise permitted under existing regulatory guidance, such as certain transactions in publicly traded securities and transactions in which price is the
only negotiated term. To the extent an investment opportunity in a transaction involving the negotiation of any term of the investment other than price or quantity (a "negotiated transaction") arises, and the Adviser
determines that it would be appropriate for both the Fund and other accounts managed by the Adviser, the opportunity will be allocated to the other accounts and the Fund will not participate in the negotiated
transaction.
To the extent that the
Adviser sources and structures private investments in publicly traded issuers, certain employees of the Adviser may become aware of actions planned by such issuers, such as acquisitions, which may not be announced to
the public. It is possible that the Fund could be precluded from investing in or selling securities of an issuer about which the Adviser has material, non-public information, however, it is the Adviser's intention
to
ensure that any material, non-public
information available to certain employees of the Adviser is not shared with the employees responsible for the purchase and sale of publicly traded securities or to confirm prior to receipt of any material non-public
information that the information will shortly be made public. The Fund's investment opportunities also may be limited by affiliations of the Adviser, the Sub-Adviser or their affiliates with infrastructure
companies.
The Adviser has adopted
written allocation procedures for transactions involving private placement securities, which are designed to result in a fair and equitable participation in offerings or sales for participating clients over
time. See "Operational Risks – Potential Conflicts of Interest Risk," below.
Hedging and risk management
The Fund may utilize
derivative instruments for hedging and risk management purposes. In particular, the Fund may use foreign currency contracts to hedge currency exposure from time to time, but it is not required to hedge its currency
exposure.
RISK FACTORS
The Fund is designed as a
long-term investment vehicle and not as a trading tool. An investment in the Fund's common shares should not constitute a complete investment program for any investor and involves a high degree of risk. Due to the
uncertainty in all investments, there can be no assurance that the Fund will achieve its investment objective. The value of an investment in the Fund's common shares could decline substantially and cause you to lose
some or all of your investment. Before investing in the Fund's common shares you should consider carefully the following principal risks of investing in the Fund.
Equity Securities Risk
Equity Securities Risk,
Including Common Stock Risk. Market prices of common stocks and other equity securities may be affected by macroeconomic and other factors affecting the stock market in general, including changes in financial or
political conditions that may affect particular industries or the economy in general and changes in investor sentiment. Prices of equity securities of individual issuers also can be affected by fundamentals unique to
the issuer, including changes, or perceived changes, in the issuer's business, financial condition or prospects, and may fall to zero in the event of the issuer's bankruptcy. Equity security prices have historically
experienced periods of significant volatility, particularly during recessions or other periods of financial stress, and can be expected to experience significant volatility in the future. The equity securities the
Fund holds may undergo sudden, unpredictable drops in price or long periods of price decline. There can be no assurance that the level of dividends
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Additional Information Regarding the
Fund (Unaudited) (continued)
paid with respect to the dividend paying equity
securities in which the Fund invests will be maintained.
Small- and Mid-Capitalization
Company Risk. Investing in equity securities of small-capitalization and mid-capitalization companies may involve greater risks than investing in equity securities of larger, more established companies.
Small-capitalization and mid-capitalization companies generally have limited product lines, markets and financial resources. Their equity securities may trade less frequently and in more limited volumes than the
equity securities of larger, more established companies. Also, small-capitalization and mid-capitalization companies are typically subject to greater changes in earnings and business prospects than larger companies.
As a result, the market prices of their equity securities may experience greater volatility and may decline more than those of large-capitalization companies in market downturns.
Preferred Equity Risk. The
right of a holder of an issuer's preferred equity to distributions, dividends and liquidation proceeds is junior to the rights of the issuer's creditors, including holders of debt securities. Market prices of
preferred equities may be subject to factors that affect debt and equity securities, including changes in market interest rates and changes, or perceived changes, in the issuer's creditworthiness. Holders of preferred
equity may suffer a loss of value if distribution or dividend rates are reduced or distributions or dividends are not paid. Under normal conditions, holders of preferred equity usually do not have voting rights with
respect to the issuer. The ability of holders of preferred equity to participate in the issuer's growth may be limited.
Management Risk
The Fund's ability to achieve
its investment objective is directly related to the Advisers' investment strategies for the Fund. The value of your investment in the Fund's common shares may vary with the effectiveness of the research and analysis
conducted by the Advisers and their ability to identify and take advantage of attractive investment opportunities. If the investment strategies of the Advisers do not produce the expected results, the value of your
investment could be diminished or even lost entirely, and the Fund could underperform the market or other funds with similar investment objectives. Additionally, there can be no assurance that all of the personnel of
the Advisers will continue to be associated with the Advisers for any length of time. The loss of the services of one or more key employees of the Advisers could have an adverse impact on the Fund's ability to realize
its investment objective.
Asset Allocation Risk
The Fund's investment
performance depends, at least in part, on how the Advisers allocate and reallocate the Fund's assets among the
various asset classes and security types in
which the Fund may invest. Such allocation decisions could cause the
Infrastructure-Related
Investments Risk
Infrastructure-related
issuers may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated
with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable
prices, the effects of energy conservation policies and other factors. The following is a summary of specific risks that infrastructure-related issuers may be particularly affected by or subject to:
Regulatory Risk. Infrastructure-related issuers may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to services, the
imposition of special tariffs and changes in tax laws, environmental laws and regulations, regulatory policies, accounting standards and general changes in market sentiment towards infrastructure assets.
Infrastructure-related issuers' inability to predict, influence or respond appropriately to changes in law or regulatory schemes could adversely impact their results of operations.
Technology Risk. This risk arises where a change could occur in the way a service or product is delivered rendering the existing technology obsolete. If such a change were to occur, these assets may have
very few alternative uses should they become obsolete.
Developing Industries
Risk. Some infrastructure-related issuers are focused on developing new technologies and are strongly influenced by technological changes. Product development efforts by such issuers may not
result in viable commercial products. These issuers may bear high research and development costs, which can limit their ability to maintain operations during periods of organizational growth or instability. Some
infrastructure-related issuers in which the Fund invests may be in the early stages of operations and may have limited operating histories and smaller market capitalizations on average than issuers in other sectors.
As a result of these and other factors, the value of investments in such issuers may be considerably more volatile than that in more established segments of the economy.
Regional or Geographic
Risk. This risk arises where an infrastructure-related issuer's assets are not movable. Should an event that somehow impairs the performance of an infrastructure-related issuer's assets occur in
the geographic location where the issuer operates those assets, the performance of the issuer may be adversely affected.
| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
Natural Disasters Risk. Natural risks, such as earthquakes, flood, lightning, hurricanes and wind, are risks facing certain infrastructure-related issuers. Extreme weather patterns, or the threat thereof, could
result in substantial damage to the facilities of certain issuers located in the affected areas, and significant volatility in the products or services of infrastructure-related issuers could adversely impact the
prices of the securities of such issuer.
Volume Risk. The revenue of many infrastructure – related issuers may be impacted by the number of users who use the products or services produced by the infrastructure-related issuer. A
significant decrease in the number of users may negatively impact the profitability of an infrastructure-related issuer.
Environmental Risk. Infrastructure-related issuers can have substantial environmental impacts. Ordinary operations or operational accidents may cause major environmental damage, which could cause
infrastructure-related issuers significant financial distress, substantial liabilities for environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury
and property damage, and fines or penalties for related violations of environmental laws or regulations. Infrastructure-related issuers may not be able to recover these costs from insurance. Failure to comply with
environmental laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the
issuance of orders enjoining future operations. Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the United States and worldwide to reduce emissions of "greenhouse gases"
such as carbon dioxide, a by-product of burning fossil fuels, and methane, the major constituent of natural gas, which many scientists and policymakers believe contribute to global climate change. These measures and
future measures could result in increased costs to certain companies in which the Fund may invest.
Project Risk. To the extent the Fund invests in infrastructure-related issuers which are dependent to a significant extent on new infrastructure projects, the Fund may be exposed to the risk that the
project will not be completed within budget, within the agreed time frame or to agreed specifications.
Strategic Asset Risk. Infrastructure-related issuers may control significant strategic assets. Strategic assets are assets that have a national or regional profile, and may have monopolistic characteristics.
Given the national or regional profile and/or their irreplaceable nature, strategic assets may constitute a higher risk target for terrorist acts or political actions. There is also a higher probability that the
services provided by such issuers will be in constant demand. Should an infrastructure-related issuer fail to make such services available, users of such services may incur significant damage and may be
unable to mitigate any such damage, thereby
heightening any potential loss.
Operation Risk. The long-term profitability of an infrastructure-related issuer may be partly dependent on the efficient operation and maintenance of its infrastructure assets. Should an
infrastructure-related issuer fail to efficiently maintain and operate the assets, the infrastructure-related issuer's ability to maintain payments of dividends or interest to investors may be impaired. The
destruction or loss of an infrastructure asset may have a major impact on the infrastructure-related issuer. Failure by the infrastructure-related issuer to carry adequate insurance or to operate the asset
appropriately could lead to significant losses and damages.
Customer Risk. Infrastructure-related issuers can have a narrow customer base. Should these customers or counterparties fail to pay their contractual obligations, significant revenues could cease and not
be replaceable. This would affect the profitability of the infrastructure-related issuer and the value of any securities or other instruments it has issued.
Interest Rate Risk. Infrastructure assets can be highly leveraged. As such, movements in the level of interest rates may affect the returns from these assets more significantly than other assets. Due to the
nature of infrastructure assets, the impact of interest rate fluctuations may be greater for infrastructure-related issuers than for the economy as a whole.
Inflation Risk. Many infrastructure-related issuers may have fixed income streams and, therefore, be unable to pay higher dividends. The market value of infrastructure-related issuers may decline in value
in times of higher inflation rates. The prices that an infrastructure-related issuer is able to charge users of its assets may not always be linked to inflation. In this case, changes in the rate of inflation may
affect the forecast profitability of the infrastructure-related issuer.
Financing Risk. From time to time, infrastructure-related issuers may encounter difficulties in obtaining financing for construction programs during inflationary periods. Issuers experiencing difficulties
in financing construction programs may also experience lower profitability, which can result in reduced income to the Fund.
Other factors that may affect
the operations of infrastructure-related issuers include difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets, inexperience with and
potential losses resulting from a developing deregulatory environment, increased susceptibility to terrorist acts or political actions, and general changes in market sentiment towards infrastructure assets.
In addition, as discussed
more fully below, infrastructure-related issuers are subject to risks that are specific to the industry in which they operate. There is no guarantee as to how these industries, or the
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Additional Information Regarding the
Fund (Unaudited) (continued)
Fund's investments generally, will perform
in the future. The Advisers intend to monitor developments and seek to manage the Fund's portfolio in a manner consistent with achieving the Fund's investment objective, but there can be no assurance that the Advisers
will be successful in doing so.
Industry Specific Risks
The following is a summary of
industry specific risks that infrastructure-related issuers may be particularly affected by or subject to:
Industrials Sector
Risk. The value of securities issued by companies in the industrials sector may be adversely affected by supply and demand related to their specific products or services and industrials sector
products in general. The products of manufacturing companies may face obsolescence due to rapid technological developments and frequent new product introduction. Government regulations, world events, economic
conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in the industrials sector may be adversely affected by liability for environmental damage and
product liability claims. The industrials sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors. Companies in the industrials sector,
particularly aerospace and defense companies, may also be adversely affected by government spending policies because companies involved in this sector rely to a significant extent on government demand for their
products and services.
Utility Sector Risk. During periods of rising interest rates, the value of securities issued by utilities companies typically decreases, and vice versa. In most countries and localities, the utilities sector is
regulated by governmental entities, which can increase costs and delays for new projects and make it difficult to pass increased costs on to consumers. In certain areas, deregulation of utilities has resulted in
increased competition and reduced profitability for certain companies, and increased the risk that a particular company will become bankrupt or fail completely. Reduced profitability, as well as new uses for or
additional need of funds (such as for expansion, operations or stock buybacks), could result in reduced dividend payout rates for utilities companies. In addition, utilities companies face the risk of increases in the
cost and reduced availability of fuel (such as oil, coal, natural gas or nuclear energy) and potentially high interest costs for borrowing to finance new projects.
Communications Sector
Risk. The communications sector is subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to receive required regulatory approvals, or
the enactment of new regulatory requirements may negatively affect the business of communications companies. Government actions around the world can be arbitrary
and unpredictable. Companies in the
communications sector may encounter distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in developing new products and services using new technology.
Technological innovations may make the products and services of certain communications companies obsolete. Communications providers are generally required to obtain franchises or licenses in order to provide services
in a given location. Licensing and franchise rights in the communications sector are limited, which may provide an advantage to certain participants. Limited availability of such rights, high barriers to market entry
and regulatory oversight, among other factors, have led to consolidation of companies within the sector, which could lead to further regulation or other negative effects in the future.
Transportation Infrastructure
Sector Risk. Issuers in the transportation infrastructure sector can be significantly affected by economic changes, fuel prices, labor relations, technology developments, exchange rates, industry
competition, insurance costs and deteriorating public infrastructure, such as bridges, roads, rails, ports and airports. Transportation companies in certain countries may also be subject to significant government
regulation and oversight, which may adversely affect their businesses. Other risk factors that may affect the transportation infrastructure sector include the risk of increases in fuel and other operating costs and
the effects of regulatory changes or other government decisions. Companies in the transportation infrastructure sector may be adversely affected by adverse weather, pandemics, acts of terrorism or catastrophic events,
such as air accidents, train crashes or tunnel fires. Companies in the transportation infrastructure sector may also be subject to the risk of widespread disruption of technology systems and increasing equipment and
operational costs.
Energy Infrastructure Sector
Risk. The Fund is subject to adverse economic, environmental, business, regulatory or other occurrences affecting the energy infrastructure sector. The energy infrastructure sector has
historically experienced substantial price volatility. Companies operating in the energy infrastructure sector are subject to specific risks that could cause the value of the Fund to decline, including, among others:
a downturn in one or more industries within the energy sector; fluctuations in commodity prices; fluctuations in consumer demand for commodities such as oil, natural gas or petroleum products; fluctuations in the
supply of oil, natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; extreme weather or other natural disasters; pandemics; wars and armed conflicts in
geographic areas where energy infrastructures are concentrated; and threats of terrorist attacks. Additionally, changes in economic conditions of key energy producing and consuming countries, domestic and foreign
government regulations (including policies designed to reduce carbon
| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
emissions and/or address climate change),
international politics, policies of the Organization of Petroleum Exporting Countries (OPEC), taxation and tariffs may adversely impact the profitability of energy infrastructure companies. Moreover, energy
infrastructure companies may incur environmental costs and liabilities due to the nature of their businesses and substances handled. Over time, depletion of natural gas reserves and other energy reserves may also
affect the profitability of energy infrastructure companies.
Social Assets Sector
Risk. Social infrastructure assets are those that accommodate social services, including, for example, courthouses, hospitals, schools, correctional facilities, stadiums and subsidized housing.
Social assets are subject to additional risks to those of other investments in the infrastructure sector, such as political, regulatory and social risks. Most social infrastructure assets generate fixed cash flows
based on the regulatory framework set by the governments that operate the projects. Social infrastructure projects may operate as public-private partnerships. Ambiguous risk-sharing arrangements between private
capital providers and government entities can increase the risks related to future liabilities of social infrastructure projects.
Foreign Securities Risk
The Fund uses various
criteria to determine which country is deemed to have issued the securities in which the Fund invests. Because issuers often have activities and operations in several different countries, an issuer could be considered
a non-U.S. issuer even though changes in the value of its securities held by the Fund are significantly impacted by its U.S. activities. Similarly, an issuer could be classified as a U.S. issuer even when the changes
in the value of the issuer's securities held by the Fund are significantly impacted by non-U.S. activities. Foreign securities may be more volatile, harder to price and less liquid than U.S. securities. Foreign
investments involve some of the following risks as well:
| •
| political and economic instability;
|
| •
| the impact of currency exchange rate fluctuations;
|
| •
| reduced information about issuers;
|
| •
| higher transaction costs;
|
| •
| less stringent regulatory and accounting standards; and
|
Additional risks include the
possibility that a foreign jurisdiction might impose or increase withholding taxes on income payable with respect to foreign securities; the possible seizure, nationalization or expropriation of the issuer or foreign
deposits (in which the Fund could lose its entire investment in a certain market); and the possible adoption of foreign governmental restrictions such as exchange controls.
The risks of investing in foreign securities
are increased in connection with investments in emerging markets. See "Emerging Market Securities Risk".
Other Investment Risks
Dividend Strategy Risk. There is no guarantee that the issuers of the securities held by the Fund will declare dividends in the future or that, if dividends are declared, they will
remain at their current levels or increase over time. The Fund's emphasis on dividend paying securities could cause the Fund to underperform similar funds that invest without consideration of a company's track record
of paying dividends or ability to pay dividends in the future. Dividend paying securities may not participate in a broad market advance to the same degree as other securities, and a sharp rise in interest rates or an
economic downturn could cause a company to unexpectedly reduce or eliminate its dividend.
Liquidity Risk. The Fund's investments in Private Infrastructure Opportunities will be illiquid, and the Fund will likely be able to sell such securities only in private transactions with another investor
or group of investors, and there can be no assurance that the Fund will be able to successfully arrange such transactions if and when it desires to sell any of its Private Infrastructure Opportunities or, if
successfully arranged, that it will be able to obtain favorable values upon the sale of the Private Infrastructure Opportunities in such transactions.
With respect to the Fund's
investments in listed equity securities, the Fund may invest in securities of any market capitalization, including small- and mid-capitalization companies, and may be exposed to liquidity risk when trading volume,
lack of a market maker, or legal restrictions impair its ability to sell particular securities or close call option positions at an advantageous price or a timely manner. Small- and mid-capitalization companies may be
more volatile and more likely than large-capitalization companies to have narrower product lines, fewer financial resources, less management depth and experience and less competitive strength. In the event certain
securities experience limited trading volumes, the prices of such securities may display abrupt or erratic movements at times. These securities may be difficult to sell at a favorable price at the times when the Fund
believes it is desirable to do so.
Private Company Securities
Risk. The Fund's investments in equity or credit interests of private companies may be subject to higher risk than investments in securities of public companies. Private companies, unlike public
companies, are generally not subject to SEC reporting requirements, are not required to maintain their accounting records in accordance with generally accepted accounting principles, and are not required to maintain
effective internal controls over financial reporting. As a result, the Fund will be required to rely on the ability of the Advisers to obtain adequate information to evaluate the potential risks and returns involved
in investing in these issuers. The
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Additional Information Regarding the
Fund (Unaudited) (continued)
Advisers, however, may not have timely or
accurate information about the business, financial condition and results of operations of the private companies in which the Fund invests and there is risk that the Fund may invest on the basis of incomplete or
inaccurate information, which may adversely affect the Fund's investment performance. Private companies in which the Fund may invest may have limited financial resources, shorter operating histories, more asset
concentration risk, narrower product lines and smaller market shares than larger businesses, which tend to render such private companies more vulnerable to competitors' actions and market conditions, as well as
general economic downturns. These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a
substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. These companies may have difficulty accessing the
capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. In addition, the Fund's investment also may be structured as pay-in-kind
securities with minimal or no cash interest or dividends until the company meets certain growth and liquidity objectives. These factors could subject the Fund to greater risk than investments in securities of public
companies and negatively affect the Fund's investment returns, which could negatively impact the dividends paid to you and the value of your investment. Typically, investments in private companies are in restricted
securities that are not traded in public markets and subject to substantial holding periods, so that the Fund may not be able to resell some of its holdings for extended periods, which may be several years. The Fund
will likely be able to sell its investments in private companies only in private transactions with another investor or group of investors, and there can be no assurance that the Fund will be able to successfully
arrange such transactions if and when it desires to sell any of its investments in private companies or, if successfully arranged, that the Fund will be able to obtain favorable values upon the sale of its investments
in private companies in such transactions. Private credit investments are subject to debt securities risk and can range in credit quality depending on factors including total outstanding leverage, amount of leverage
senior to the investment in question, variability in the issuer’s cash flows, the size of the issuer, the quality of assets securing the investment and the degree to which such assets cover the debt
obligation.
Private Company Management
Risk. Private companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of
these persons could have a material adverse impact on the company. The Fund generally does not intend to hold controlling positions in the private companies in which it invests. As a result, the Fund is subject to the
risk that a company may make business
decisions with which the Fund disagrees, and
that the management and/or shareholders of a portfolio company may take risks or otherwise act in ways that are adverse to the Fund's interests. Due to the lack of liquidity of such private investments, the Fund may
not be able to dispose of its investments in the event it disagrees with the actions of a private portfolio company and may therefore suffer a decrease in the value of the investment.
Private Company Illiquidity
Risk. Securities issued by private companies are typically illiquid. If there is no readily available trading market for privately issued securities, the Fund may not be able to readily dispose
of such investments at prices that approximate those at which the Fund could sell them if they were more widely traded.
Private Company
Valuation Risk. There is typically not a readily available market value for the Fund's private investments. The Fund values private company investments in accordance with valuation guidelines adopted by
the Board, that the Board, in good faith, believes are designed to accurately reflect the fair value of securities valued in accordance with such guidelines. The Fund is not required to but may utilize the services of
one or more independent valuation firms to aid in determining the fair value of these investments. Valuation of private company investments may involve application of one or more of the following factors: (i) analysis
of valuations of publicly traded companies in a similar line of business, (ii) analysis of valuations for comparable merger or acquisition transactions, (iii) yield analysis and (iv) discounted cash flow analysis. Due
to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund's private investments may differ significantly
from the values that would have been used had a readily available market value existed for such investments and may differ materially from the amounts the Fund may realize on any dispositions of such investments. In
addition, the impact of changes in the market environment and other events on the fair values of the Fund's investments that have no readily available market values may differ from the impact of such changes on the
readily available market values for the Fund's other investments. The Fund's NAV could be adversely affected if the Fund's determinations regarding the fair value of the Fund's investments were materially higher than
the values that the Fund ultimately realizes upon the disposal of such investments.
Reliance on the Adviser and
the Sub-Adviser Risk. The Fund may enter into private investments identified by the Adviser and the Sub-Adviser, in which case the Fund will be more reliant upon the ability of the Adviser and the Sub-Adviser to
identify, research, analyze, negotiate and monitor such investments than is the case with investments in publicly traded securities. As little public information exists about many private companies, the Fund will be
required to rely on the Adviser’s and the Sub-Adviser’s diligence
| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
efforts to obtain adequate information to
evaluate the potential risks and returns involved in investing in these companies. The costs of diligencing, negotiating and monitoring private investments will be borne by the Fund, which may reduce the Fund’s
returns.
Co-Investment Risk. The Fund may also co-invest in private investments sourced by third party investors unaffiliated with either the Fund or the Advisers, such as private equity firms. The Fund's ability to
realize a profit on such investments will be particularly reliant on the expertise of the lead investor in the transaction. To the extent that the lead investor in such a co-investment opportunity assumes control of
the management of the private company, the Fund will be reliant not only upon the lead investor's ability to research, analyze, negotiate and monitor such investments, but also on the lead investor's ability to
successfully oversee the operation of the company's business. The Fund's ability to dispose of such investments is typically severely limited, both by the fact that the securities are unregistered and illiquid and by
contractual restrictions that may preclude the Fund from selling such investments. Often the Fund may exit such investment only in a transaction, such as an initial public offering or sale of the company, on terms
arranged by the lead investor. Such investments may be subject to additional valuation risk, as the Fund's ability to accurately determine the fair value of the investments may depend upon the receipt of information
from the lead investor. The valuation assigned to such an investment through application of the Fund's valuation procedures may differ from the valuation assigned to that investment by other co-investors.
Private Company Competition
Risk. Many entities may potentially compete with the Fund in making private investments. Some of these competitors are substantially larger and have considerably greater financial, technical and
marketing resources than the Fund. Some competitors may have a lower cost of funds and access to funding sources that are not available to the Fund. In addition, some competitors may have higher risk tolerances or
different risk assessments, which could allow them to consider a wider variety of, or different structures for, private investments than the Fund. Furthermore, some competitors are not subject to the regulatory
restrictions that the Investment Company Act imposes on the Fund. As a result of this competition, the Fund may not be able to pursue attractive private investment opportunities from time to time.
Affiliation Risk. There is a risk that the Fund may be precluded from investing in certain private companies due to regulatory implications under the Investment Company Act or other laws, rules or
regulations or may be limited in the amount it can invest in the voting securities of a private company, in the size of the economic interest it can have in a private company or in the scope of influence it is
permitted to have in respect of the management of a private company. Should the Fund be required to treat a private company in which it has invested as an "affiliated person" under the Investment Company Act,
the
Investment Company Act would impose a
variety of restrictions on the Fund's dealings with the private company. Moreover, these restrictions may arise as a result of investments by other clients of the Advisers or their affiliates in a private company.
These restrictions may be detrimental to the performance of the Fund compared to what it would be if these restrictions did not exist, and could impact the universe of investable private companies for the Fund. The
fact that many private companies may have a limited number of investors and a limited amount of outstanding equity heightens these risks.
Debt Securities Risk. The principal risks involved with investments in debt securities include interest rate risk, credit risk and pre-payment risk. Interest rate risk refers to the likely decline in the value as
interest rates rise. Generally, longer-term securities are more susceptible to changes in value as a result of interest-rate changes than are shorter-term securities. Credit risk refers to the risk that an issuer of a
security may default with respect to the payment of principal and interest. Pre-payment risk refers to the risk that debt obligations are prepaid ahead of schedule. In this event, the proceeds from the prepaid
securities would likely be reinvested by the Fund in securities bearing a lower interest rate. Credit risk associated with a particular issuer may be affected by the actual or perceived financial condition or the
credit rating of the issuer, the issuer's performance and profitability, perceptions of the issuer in the market place, and government regulations impacting the industry in which the issuer operates. Pre-payment rates
usually increase when interest rates are falling. Lower-rated securities are more likely to react to developments affecting these risks than are more highly rated securities. The lower a security is rated, the more it
is considered to be a speculative or risky investment. Certain debt securities purchased by the Fund may have been placed privately. See "Private Placements and Other Restricted Securities Risk."
Private Placement and Other
Restricted Securities Risk. Private placement and other restricted securities include securities that have been privately placed and are not registered under the Securities Act, such as unregistered securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A Securities") and privately placed securities of U.S. and non-U.S. issuers offered outside of the United States without registration with the
SEC pursuant to Regulation S ("Regulation S Securities").
Private placements may offer
attractive opportunities for investment not otherwise available on the open market.
Private placements securities
typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to
accredited investors (as defined in Rule 501(a) under the Securities Act)), or in a privately negotiated transaction or to a limited number of purchasers, or in limited
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| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
quantities after they have been held for a
specified period of time and other conditions are met pursuant to an exemption from registration. Rule 144A Securities and Regulation S Securities may be freely traded among certain qualified institutional investors,
such as the Fund, but their resale in the U.S. is permitted only in limited circumstances.
Issuers of restricted
securities may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. Where a registration statement is required for the resale
of restricted securities, the Fund may be required to bear all or part of the registration expenses. The Fund may be deemed to be an "underwriter" for purposes of the Securities Act when selling restricted securities
to the public and, in such event, the Fund may be liable to purchasers of such securities if the registration statement prepared by the issuer is materially inaccurate or misleading. Private placements typically are
subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic
conditions or in the event of adverse changes in the financial condition of the issuer, it could be more difficult for the Fund to sell such securities when it may be advisable to do so or it may be able to sell such
securities only at prices lower than if such securities were more widely held. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing the Fund's NAV due to the
absence of a trading market.
Private placements and
restricted securities may be considered illiquid securities, which could have the effect of increasing the level of the Fund's illiquidity. Additionally, a restricted security that was liquid at the time of purchase
may subsequently become illiquid.
Disposing of illiquid
investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Fund to sell them promptly at an acceptable price. The Fund may have to bear the extra expense of
registering the securities for resale and the risk of substantial delay in effecting the registration. In addition, market quotations typically are less readily available for these securities.
Emerging Market Securities
Risk. The risks of investing in foreign securities are increased in connection with investments in emerging markets. Although there is no universally accepted definition, an emerging or
developing country is generally considered to be a country which is in the initial stages of industrialization. Investing in emerging markets can involve unique risks in addition to and greater than those generally
associated with investing in developed markets. Shareholders should be aware that investing in the markets of developing countries involves exposure to unstable governments, economies based on only a few industries,
and securities markets which trade a small number of securities. Securities markets of
developing countries tend to be more
volatile than the markets of developed countries; however, such markets have in the past provided the opportunity for higher rates of return to investors. The value and liquidity of investments in developing countries
may be affected favorably or unfavorably by political, economic, fiscal, regulatory or other developments in the particular countries or neighboring regions. The extent of economic development, political stability and
market depth of different countries varies widely. Such investments typically involve greater potential for gain or loss than investments in securities of issuers in developed countries.
The securities markets in
developing countries are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the shares of issuers in developing countries may be held by a
limited number of persons and financial institutions, which may limit the number of shares available for investment by the Fund. The small size, limited trading volume and relative inexperience of the securities
markets in these countries may make investments in securities traded in emerging markets less liquid and more volatile than investments in securities traded in more developed countries. For example, limited market
size may cause prices to be unduly influenced by traders who control large positions. A limited number of issuers in developing countries' securities markets may represent a disproportionately large percentage of
market capitalization and trading volume. The limited liquidity of securities markets in developing countries may also affect the Fund's ability to acquire or dispose of securities at the price and time it wishes to
do so. The Fund's inability to dispose fully and promptly of positions in declining markets could cause the Fund's NAV to decline as the value of the unsold positions is marked to lower prices. In addition, the Fund
may be required to establish special custodial or other arrangements before making investments in securities traded in emerging markets. Emerging market countries generally have less developed legal, accounting and
financial reporting systems than those in more developed markets, which may reduce the scope or quality of financial information available to investors and may make it difficult to assess the value of prospects of an
investment in such securities.
The currencies of certain
emerging market countries have experienced devaluations relative to the U.S. dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. In addition, currency hedging
techniques may be unavailable in certain emerging market countries. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years, and
future inflation may adversely affect the economies and securities markets of such countries.
Political and economic
structures in many such countries may be undergoing significant evolution and rapid development, and such
| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
countries may lack the social, political and
economic stability characteristics of the United States. In addition, unanticipated political or social developments may affect the value of investments in emerging markets and the availability of additional
investments in these markets. Any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse
the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Certain countries have in the past failed to recognize private property rights and have at times
nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. Investments in the securities
of issuers located in emerging markets could also be affected by risks associated with pervasiveness of corruption and crime, armed conflict, the impact on the economy of civil war, social unrest and the withdrawal or
non-renewal of any license enabling the Fund to trade in securities of a particular country, confiscatory taxation, restrictions on transfers of assets, lack of uniform accounting and auditing standards, less publicly
available financial and other information. International trade barriers or economic sanctions against foreign countries, organizations, entities and/or individuals in response to geopolitical tensions or conflicts may
adversely affect the value of the Fund’s foreign holdings. The type and severity of sanctions and other similar measures are difficult to measure or predict.
Economies of developing
countries may differ favorably or unfavorably from the United States' economy in such respects as rate of growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. Certain developing countries do not have comprehensive systems of laws, although substantial changes have occurred in many such countries in this regard in recent years. Laws regarding
fiduciary duties of officers and directors and the protection of shareholders may not be well developed. Even where adequate law exists in such developing countries, it may be impossible to obtain swift and equitable
enforcement of such law, or to obtain enforcement of the judgment by a court of another jurisdiction.
The risk also exists that an
emergency situation may arise in one or more emerging markets as a result of which trading of securities may cease or may be substantially curtailed and prices for the Fund's securities in such markets may not be
readily available. The Fund may suspend redemption of its shares for any period during which an emergency exists, as determined by the SEC. Accordingly, if the Fund believes that appropriate circumstances exist, it
will promptly apply to the SEC for a determination that an emergency is present. During the period commencing from the Fund's identification of such condition until the date of the SEC action, the Fund's securities in
the
affected markets will be valued at fair value
determined in good faith by or under the direction of the Fund's Board.
Certain of the foregoing
risks may also apply to some extent to securities of U.S. issuers that are denominated in foreign currencies or that are traded in foreign markets, or securities of U.S. issuers having significant foreign
operations.
Trading in futures contracts on
foreign commodity exchanges may be subject to the same or similar risks as trading in foreign securities.
Foreign Currency
Exposure Risk. The Fund may invest in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies may fluctuate in value relative to the U.S. dollar.
Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign
governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the U.S. or abroad. These risks may impact the
Fund more greatly to the extent the Fund does not hedge its currency risk. To manage currency risk, the Fund may enter into foreign currency exchange contracts to hedge against a decline in the U.S. dollar value of a
security it already owns or against an increase in the value of an asset it expects to purchase. The Fund is not required to hedge currency risk. The Advisers' use of hedging techniques does not eliminate exchange
rate risk. In certain circumstances, the Advisers may hedge using a foreign currency other than the currency which the portfolio securities being hedged are denominated. This type of hedging entails greater risk
because it is dependent on a stable relationship between the two currencies paired in the hedge and the relationship can be very unstable at times. If the Advisers are unsuccessful in their attempts to hedge against
exchange rate risk, the Fund could be in a less advantageous position than if the Advisers did not establish any currency hedge. Losses on foreign currency transactions used for hedging purposes may be offset by gains
on the assets that are the subject of the Fund's hedge.
The Fund's gains from its
positions in foreign currencies may accelerate and/or recharacterize the Fund's income or gains at the Fund level and its distributions to shareholders. The Fund's losses from such positions may also recharacterize
the Fund's income and its distributions to shareholders and may cause a return of capital to Fund shareholders.
To the extent a foreign
government limits or causes delays in the convertibility or repatriation of its currency, this will adversely affect the U.S. dollar value and/or liquidity of investments denominated in that currency. Such actions
could severely affect security prices, impair the Fund's ability to purchase or sell foreign securities or transfer the Fund's assets back into the U.S., or otherwise adversely affect the Fund's operations.
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| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
Terrorism and Cybersecurity Risk. Infrastructure-related issuers are subject to disruption as a result of terrorist activities and other geopolitical events, including upheaval in the Middle East or other energy-producing
regions. Cyber hacking could also cause significant disruption and harm to infrastructure-related issuers. The U.S. government has issued warnings that certain infrastructure assets, specifically those related to
energy infrastructure, including exploration and production facilities, pipelines and transmission and distribution facilities, might be specific targets of terrorist activity. Additionally, digital and network
technologies (collectively, "cyber networks") might be at risk of cyberattacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting
data or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to
intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. The scale and sophistication of cyberattacks may be expanded or intensified by geopolitical conflicts or
tensions.
In addition, the Fund is
subject to direct cybersecurity risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or
cause the Fund, the Advisers and/or the Fund's service providers (including, but not limited to, Fund accountants, custodians, sub-custodians and transfer agents) to suffer data breaches, data corruption or lose
operational functionality.
Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events,
governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes, armed conflicts or other factors, political events within the U.S.
and abroad, such as changes in the U.S. presidential administration and Congress, investor sentiment and other factors that may or may not be related to the issuer of the security or other asset. Economies and
financial markets throughout the world are increasingly interconnected. Economic, financial or political events, imposition of sanctions and other measures, trading and tariff arrangements, actual or threatened war or
armed conflicts, terrorism, social unrest, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the Fund invests in
securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund's investments may be negatively affected. In addition, public health emergencies
(such as the spread of infectious diseases, pandemics
and epidemics) or similar issues could
reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the world economy, which in turn could adversely affect the Fund's
investments. The impact of the recent U.S. elections on such policies remains uncertain and policies supported by the new administration (or the reversal of policies supported by the previous administration)
could impact U.S. interest rates or inflation or otherwise impact the Fund.
Europe Related Risk. A number of countries in Europe have experienced severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced
to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have
needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. These
difficulties may continue, worsen or spread within and outside Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may
result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse
effects on economies, financial markets and asset valuations around the world.
Derivatives Risk. The Fund may invest in financial derivative instruments for hedging, including primarily forward foreign exchange contracts to manage foreign currency risks, although the Advisers are not
required to hedge the Fund's currency exposure.
Forward contracts are
obligations to purchase or sell an asset or, most commonly, a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. Forward foreign currency contracts are the primary means of hedging currency exposure.
Derivatives are speculative
and may hurt the Fund's performance. Derivatives present the risk of disproportionately increased losses and/or reduced opportunities for gains when the financial asset or measure to which the derivative is linked
changes in unexpected ways. The potential benefits to be derived from the Fund's derivatives use are dependent upon the portfolio managers' ability to discern pricing inefficiencies and predict trends in these
markets, which decisions could prove to be inaccurate. This requires different skills and techniques than predicting changes in the price of individual securities, and there can be no assurance that the use of this
strategy
| abrdn Global Infrastructure Income Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
will be successful. Some additional risks of
investing in derivatives for purposes of hedging include:
| •
| Hedged Exposure Risk – Losses generated by a derivative or practice used by the Fund for hedging purposes should be substantially offset by gains on the hedged investment. However, while hedging can
reduce or eliminate losses, it can also reduce or eliminate gains.
|
| •
| Correlation Risk – The Fund is exposed to the risk that changes in the value of derivatives may not match or fully offset changes in the value of the hedged portfolio securities, thereby failing to
achieve the original purpose for using the derivatives.
|
| •
| Counterparty Risk – Derivative transactions depend on the creditworthiness of the counterparty and the counterparty's ability to fulfill its contractual obligations.
|
See also "Foreign Currency
Exposure Risk" above.
Operational Risks
Limited Term and Tender Offer
Risk. The Fund is scheduled to dissolve as of the Termination Date. The Fund's investment policies are not designed to return to common shareholders their original NAV or purchase price. The
final distribution to common shareholders on the Termination Date and the amount paid to participating common shareholders upon completion of an Eligible Tender Offer will be based upon the Fund's NAV at such time.
Depending on a variety of factors, including the performance of the Fund's investment portfolio over the period of its operations, the amount distributed to common shareholders in connection with its termination or
paid to participating common shareholders upon completion of an Eligible Tender Offer may be less, and potentially significantly less, than your original investment. Additionally, although tendering shareholders will
receive an amount equal to NAV for their shares in an Eligible Tender Offer, given the nature of certain of the Fund's investments, the Fund's NAV may be impacted by the sale of such investments and, as a result, the
amount actually distributed upon the Fund's termination may be less than the Fund's NAV per share on the Termination Date, and the amount actually paid upon completion of an Eligible Tender Offer may be less than the
Fund's NAV per share on the expiration date of the Eligible Tender Offer.
Because the Fund's assets
will be liquidated in connection with its termination or to pay for common shares tendered in an Eligible Tender Offer, the Fund may be required to sell portfolio securities when it otherwise would not, including at
times when market conditions are not favorable, which may cause the Fund to lose money. Given the nature of certain of the Fund's investments, particularly the Private Infrastructure Opportunities, the Fund may be
unable to liquidate certain of its investments until well after the Termination Date. In this case, the Fund may make one or more additional distributions after the Termination Date of any cash received from the
ultimate liquidation of those investments. This
would delay distribution payments, perhaps
for an extended period of time, and there can be no assurance that the total value of the cash distribution made on the Termination Date and such subsequent distributions, if any, will equal the Fund's NAV on the
Termination Date, depending on the ultimate results of such post-Termination Date asset liquidations. If, as a result of lack of market liquidity or other adverse market conditions, the Board of Trustees determines it
is in the best interest of the Fund, the Fund may transfer any illiquid portfolio investments that remain unsold on the Termination Date to a liquidating trust and distribute interests in such liquidating trust to
common shareholders as part of its final distribution. The liquidating trust, if used, would be a separate entity from the Fund and, in reliance on Section 7 of the Investment Company Act, would not be a registered
investment company under the Investment Company Act. Interests in the liquidating trust are expected to be nontransferable, except by operation of law. The sole purpose of the liquidating trust would be to hold
illiquid investments of the Fund that were unable to be sold and to dispose of such investments. As such investments are sold over time by the liquidating trust, the liquidating trust would distribute cash to its
shareholders. There can be no assurance as to the timing of or the value obtained from the liquidation of any investments transferred to a liquidating trust.
The obligation to terminate
on the Termination Date also may impact adversely the implementation of the Fund's investment strategies. There can be no assurance that the Advisers will be successful in their efforts to minimize any detrimental
effects on the Fund's investment performance caused by the Fund's obligation to liquidate its investment portfolio and distribute all of its liquidated net assets to common shareholders of record on the Termination
Date. In particular, the Advisers may face difficulties exiting the Private Infrastructure Opportunities on or prior to the Termination Date at favorable prices, if at all. In addition, as the Fund approaches the
Termination Date, the Fund may invest the proceeds of sold, matured or called securities in money market mutual funds; cash; cash equivalents; securities issued or guaranteed by the U.S. government or its
instrumentalities or agencies; high quality, short-term money market instruments; short-term debt securities; certificates of deposit; bankers' acceptances and other bank obligations; commercial paper or other liquid
debt securities, which may adversely affect the Fund's investment performance. In the course of the liquidation, the Fund must continue to satisfy the asset diversification requirements to qualify as a regulated
investment company (“RIC”) for federal income tax purposes, which may also have a negative effect on the Fund's investment performance. If the Fund fails to comply with these requirements, it may be liable
for federal income tax in the year in which it failed to comply. Moreover, rather than reinvesting the proceeds of sold, matured or called securities, the Fund may distribute the proceeds in one or more liquidating
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Additional Information Regarding the
Fund (Unaudited) (continued)
distributions prior to the final
liquidation, which may cause fixed expenses to increase when expressed as a percentage of its total assets.
If the Fund conducts an
Eligible Tender Offer, it anticipates that funds to pay the aggregate purchase price of common shares accepted for purchase pursuant to the tender offer will be first derived from any cash on hand and then from the
proceeds from the sale of portfolio investments. In addition, the Fund may be required to dispose of portfolio investments in connection with any reduction in any outstanding leverage necessary in order to maintain
its desired leverage ratios following an Eligible Tender Offer. The risks related to the disposition of portfolio investments in connection with the Fund's termination also would be present in connection with the
disposition of portfolio investments in connection with an Eligible Tender Offer. It is likely that during the pendency of an Eligible Tender Offer, and possibly for a time thereafter, the Fund will hold a greater
than normal percentage of its total assets in money market mutual funds; cash; cash equivalents; securities issued or guaranteed by the U.S. government or its instrumentalities or agencies; high quality,
short-term money market instruments; short-term debt securities; certificates of deposit; bankers' acceptances and other bank obligations; commercial paper or other liquid debt securities, which may adversely affect
its investment performance. If the Fund's tax basis for the portfolio investments sold is less than the sale proceeds, the Fund will recognize capital gains, which it will be required to distribute to common
shareholders. In addition, the Fund's purchase of tendered common shares pursuant to an Eligible Tender Offer will have tax consequences for tendering common shareholders and may have tax consequences for
non-tendering common shareholders. The purchase of common shares pursuant to an Eligible Tender Offer will have the effect of increasing the proportionate interest in the Fund of non-tendering common shareholders. All
shareholders remaining after an Eligible Tender Offer will be subject to proportionately higher expenses due to the reduction in the Fund's total assets resulting from payment for the tendered common shares. Such
reduction in the Fund's total assets also may result in less investment flexibility, reduced diversification and greater volatility for the Fund, and may have an adverse effect on the Fund's investment performance.
The Fund is not required to
conduct an Eligible Tender Offer. If the Fund conducts an Eligible Tender Offer, there can be no assurance that the number of tendered common shares would not result in the Fund's net assets totaling less than the
Termination Threshold, in which case the Eligible Tender Offer will be terminated, no common shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will terminate on the Termination Date subject
to permitted extensions. Following the completion of an Eligible Tender Offer in which the number of tendered common shares would result in the Fund's net assets totaling greater than the Termination Threshold, the
Board of Trustees may eliminate the
Termination Date upon the affirmative vote of a majority of the Board of Trustees and without a vote of the shareholders. Thereafter, the Fund will have a perpetual existence. The Advisers may have a conflict of
interest in recommending to the Board of Trustees that the Termination Date be eliminated and the Fund have a perpetual existence. The Fund is not required to conduct additional tender offers following an Eligible
Tender Offer and conversion to perpetual existence. Therefore, remaining common shareholders may not have another opportunity to participate in a tender offer. Shares of closed-end management investment companies
frequently trade at a discount from their NAV, and as a result remaining common shareholders may only be able to sell their common shares at a discount to NAV. See "Operational Risks – Market Discount Risk."
Stable Distribution Plan
Risk. The Fund has adopted a Stable Distribution Plan, which may be changed at any time by the Board, to support a stable distribution of income, capital gains, and/or return of capital. In the
event the Fund does not generate a total return from dividends and interest received and net realized capital gains in an amount equal to or in excess of its stated distribution in a given year, the Fund may return
capital as part of such distribution. Any return of capital should not be considered by investors as yield or total return on their investment in the Fund.
The composition of each
distribution to be made by the Fund is estimated based on the earnings of the Fund as of the record date for each distribution. The actual composition of each of the current year's distributions will be based on the
Fund's investment activity through the end of the calendar year. Under the Fund's Stable Distribution Plan, the Fund declares and pays monthly distributions from net investment income, capital gains and paid-in
capital. The actual source of the distribution is determined after the end of the year. Pursuant to the Stable Distribution Plan, distributions during the year may be made in excess of required distributions. To the
extent such distributions are made from current or accumulated earnings and profits, they are considered ordinary income or long term capital gains. Shareholders should not draw any conclusions about the Fund's
investment performance from the amount of its distributions or from the terms of the Stable Distribution Plan.
Operating Results Risk. The Fund could experience fluctuations in its operating results due to a number of factors, including the return on its investments, the level of its expenses, and the degree to which the
Fund encounters competition in its markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future
periods.
Market Discount Risk. Shares of closed-end investment companies frequently trade at a discount from NAV. Continued development of
| abrdn Global Infrastructure Income Fund
| 49
|
Additional Information Regarding the
Fund (Unaudited) (continued)
alternative vehicles for investing in
essential asset companies may contribute to reducing or eliminating any premium or may result in the Fund's common shares trading at a discount. The risk that the Fund's common shares may trade at a discount is
separate from the risk of a decline in the Fund's NAV as a result of investment activities.
Whether shareholders will
realize a gain or loss for federal income tax purposes upon the sale of their common shares depends upon whether the market value of the common shares at the time of sale is above or below the shareholder's basis in
such common shares, taking into account transaction costs, and it is not directly dependent upon the Fund's NAV. Because the market price of the Fund's common shares will be determined by factors such as the relative
demand for and supply of the shares in the market, general market conditions and other factors beyond the Fund's control, the Fund cannot predict whether its common shares will trade at, below or above the NAV, or at,
below or above the public offering price for the Fund's common shares.
Valuation Risk. The Private Infrastructure Opportunities will typically consist of securities for which a liquid trading market does not exist. The fair value of these securities may not be readily
determinable. The Fund will value these securities in accordance with valuation procedures adopted by the Board of Trustees. The types of factors that may be considered in fair value pricing of the Fund's investments
include, as applicable, the nature and realizable value of any collateral, the issuer's ability to make payments, the markets in which the issuer does business, comparison to publicly traded companies, discounted cash
flow and other relevant factors. Because such valuations, and particularly valuations of non-traded securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be
based on estimates. The determination of fair value by the Board of Trustees may differ materially from the values that would have been used if a liquid trading market for these securities existed. The Fund's NAV
could be adversely affected if the determinations regarding the fair value of its investments were materially higher than the values that the Fund ultimately realizes upon the disposition of such securities.
Tax Risk. The Fund intends to elect to be treated, and to qualify each year, as a RIC under the Code. To maintain its qualification for federal income tax purposes as a RIC under the Code, the Fund
must meet certain source-of-income, asset diversification and annual distribution requirements. If for any taxable year the Fund fails to qualify for the special federal income tax treatment afforded RICs, all of its
taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to the Fund's shareholders) and its income available for distribution will be reduced.
Leverage Risk. The Fund currently does not intend to use leverage, but may do so in the future. The use of leverage can magnify the effect of any losses. If the income and gains from the securities and
investments purchased with leverage proceeds do not cover the cost of leverage, the return to the holders of common shares will be less than if leverage had not been used. Any leveraging strategy the Fund employs may
not be successful.
Leverage involves risks and
special considerations for common shareholders, including:
| •
| the likelihood of greater volatility of NAV, market price and dividend rate of the common shares than a comparable portfolio without leverage;
|
| •
| the risk that fluctuations in interest rates or dividend rates on any leverage that the Fund must pay will reduce the return to the common shareholders;
|
| •
| the effect of leverage in a declining market, which is likely to cause a greater decline in the NAV of the common shares than if the Fund were not leveraged, which may result in a greater decline in the
market price of the common shares;
|
| •
| when the Fund uses financial leverage, the management fee payable to the Advisers will be higher than if the Fund did not use leverage; and
|
| •
| leverage may increase operating costs, which may reduce total return.
|
The Fund currently does not
intend to borrow money or issue debt securities or preferred shares, but may in the future borrow funds from banks or other financial institutions, or issue debt securities or preferred shares, as described in this
prospectus.
Capital Markets Risk. In the event of an economic downturn or period of increased financial stress, the cost of raising capital in the debt and equity capital markets may increase, and the ability to raise
capital may be limited. In particular, concerns about the general stability of financial markets and specifically the solvency of lending counterparties may impact the cost of raising capital from the credit markets
through increased interest rates, tighter lending standards, difficulties in refinancing debt on existing terms or at all and reduced, or in some cases ceasing to provide, funding to borrowers. In addition, lending
counterparties under existing revolving credit facilities and other debt instruments may be unwilling or unable to meet their funding obligations. As a result of any of the foregoing, the Fund or the companies in
which the Fund invests may be unable to obtain new debt or equity financing on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, the Fund or the companies in which
the Fund invests may not be able to meet obligations as they come due. Moreover, without adequate funding, essential asset companies may be unable to execute their growth strategies, complete future acquisitions, take
advantage of other business opportunities or respond to competitive pressures, any
| 50
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
of which could have a material adverse effect
on their revenues and results of operations and, consequently, the performance of the Fund.
Legal, Regulatory and Policy
Risks. Legal and regulatory changes could occur that may adversely affect the Fund, its investments and its ability to pursue its investment strategies and/or increase the costs of implementing
such strategies. New or revised laws or regulations may be imposed by the SEC, the U.S. Commodity Futures Trading Commission, the Internal Revenue Service, the U.S. Federal Reserve or other governmental regulatory
authorities or self-regulatory organizations that could adversely affect us. The Fund may also be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by governmental
regulatory authorities or self-regulatory organizations.
In the case of instability in
financial markets, U.S. federal and state governments and foreign governments, their regulatory agencies or self-regulatory organizations have taken and may take additional actions that affect the regulation of the
securities in which the Fund invests, or the issuers of such securities, in ways that are unforeseeable and on an "emergency" basis with little or no notice, with the consequence that some market participants' ability
to continue to implement certain strategies or manage the risk of their outstanding positions may be suddenly and/or substantially eliminated or otherwise negatively impacted. Given the complexities of the global
financial markets and the limited timeframe within which governments may be required to take action, these interventions may result in confusion and uncertainty, which in itself may be materially detrimental to the
efficient functioning of such markets as well as previously successful investment strategies.
Limitations on Transactions
with Affiliates Risk. The Investment Company Act limits the Fund's ability to enter into certain transactions with certain of its affiliates. As a result of these restrictions, the Fund may be prohibited from
buying or selling any security directly from or to any portfolio company that is considered its affiliate under the Investment Company Act. However, the Fund may under certain circumstances purchase any such portfolio
company's securities in the secondary market, which could create a conflict for the Advisers between the Fund's interests and the interests of the portfolio company, in that the ability of the Advisers to recommend
actions in the Fund's best interests might be impaired.
The Investment Company Act
also prohibits certain "joint" transactions by the Fund with certain of its affiliates, including other accounts advised by the Advisers, which imposes limits on investments in the same issuer (whether at the same or
different times). The Advisers may in the future seek exemptive relief from the SEC that would permit the Fund, among other things, greater flexibility to co-invest with certain other persons, including certain other
accounts, subject to certain terms and conditions. Such relief
may not cover all circumstances and the Fund
may be precluded from participating in certain transactions due to regulatory restrictions on transactions with affiliates.
Potential Conflicts of
Interest Risk. The portfolio managers' management of "other accounts" may give rise to potential conflicts of interest in connection with their management of a Fund's investments, on the one hand, and the
investments of the other accounts, on the other. The other accounts may have the same investment objective as the Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment
objectives, whereby the portfolio manager could favor one account over another. However, the Adviser (and Sub-Adviser) believes that these risks are mitigated by the fact that: (i) accounts with like investment
strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts,
differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, the Adviser (and Sub-Adviser) has adopted trade
allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
In some cases, another
account managed by the same portfolio manager may compensate abrdn based on the performance of the portfolio held by that account. The existence of such a performance-based fee may create additional conflicts of
interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict
could include instances in which securities considered as investments for the Fund also may be appropriate for other investment accounts managed by the Adviser or its affiliates. Whenever decisions are made to buy or
sell securities by the Fund and one or more of the other accounts simultaneously, the Adviser (and Sub-Adviser) may aggregate the purchases and sales of the securities and will allocate the securities transactions in
a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts.
While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of the Adviser (and Sub-Adviser) that
the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Trust has adopted policies that are designed to eliminate or minimize conflicts of interest,
although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a conflict arises.
| abrdn Global Infrastructure Income Fund
| 51
|
Additional Information Regarding the
Fund (Unaudited) (continued)
From time to time, the Adviser and/or the
Sub-Adviser may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to clients through one or more product structures. Such accounts also may serve the
purpose of establishing a performance record for the strategy. The management by the Adviser and/or the Sub-Adviser of accounts with proprietary interests and nonproprietary client accounts may create an incentive to
favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. The Advisers’ proprietary seed accounts may include long-short strategies, and certain
client strategies may permit short sales. A conflict of interest arises if a security is sold short at the same time as a long position, and continuous short selling in a security may adversely affect the stock price
of the same security held long in client accounts. The Adviser and Sub-Adviser have adopted various policies to mitigate these conflicts.
In addition, the Investment
Company Act limits the Fund’s ability to enter into certain transactions with certain affiliates of the Advisers. As a result of these restrictions, the Fund may be prohibited from buying or selling any security
directly from or to any portfolio company of a fund managed by the Advisers or one of their affiliates. Nonetheless, the Fund may under certain circumstances purchase any such portfolio company’s loans or
securities in the secondary market, which could create a conflict for the Advisers between the interests of the Fund and the portfolio company, in that the ability of the Advisers to recommend actions in the best
interest of the Fund might be impaired. The Investment Company Act also prohibits certain “joint” transactions with certain of the Fund’s affiliates (which could include other abrdn-managed Funds),
which could be deemed to include certain types of investments, or restructuring of investments, in the same portfolio company (whether at the same or different times). These limitations may limit the scope of
investment opportunities that would otherwise be available to the Fund.
Conflicts of interest may
arise where the Fund and other funds or accounts managed or administered by the Advisers simultaneously hold securities representing different parts of the capital structure of a stressed or distressed issuer. In such
circumstances, decisions made with respect to the securities held by one fund or account may cause (or have the potential to cause) harm to the different class of securities of the issuer held by other fund or account
(including the Fund). For example, if such an issuer goes into bankruptcy or reorganization, becomes insolvent or otherwise experiences financial distress or is unable to meet its payment obligations or comply with
covenants relating to credit obligations held by the Fund or by the other funds or accounts managed by the Advisers, such other funds or accounts may have an interest that conflicts with the interests of the Fund. If
additional financing for such an issuer is necessary as a result of financial or other difficulties, it may not be in the best interests of
the Fund to provide such additional
financing, but if the other funds or accounts were to lose their respective investments as a result of such difficulties, the Advisers may have a conflict in recommending actions in the best interests of the Fund. In
such situations, the Advisers will seek to act in the best interests of each of the funds and accounts (including the Fund) and will seek to resolve such conflicts in accordance with its compliance policies and
procedures.
The Adviser (and Sub-Adviser)
has the ability to allocate investment opportunities of certain negotiated transactions between the Fund, other funds registered under the Investment Company Act and other accounts managed by the Adviser (or
Sub-Adviser) pro rata based on available capital, up to the amount proposed to be invested by each ("Co-Investment Opportunities"). The Investment Company Act and a rule thereunder imposes limits on the Fund's ability
to participate in Co-Investment Opportunities, and the Fund generally will not be permitted to co-invest alongside other funds registered under the Investment Company Act and other accounts managed by the Adviser (or
Sub-Adviser) in privately negotiated transactions unless the Fund obtains an exemptive order from the SEC or the transaction is otherwise permitted under existing regulatory guidance, such as certain transactions in
publicly traded securities and transactions in which price is the only negotiated term. To the extent an investment opportunity in a transaction involving the negotiation of any term of the investment other than price
or quantity (a "negotiated transaction") arises, and the Adviser (or Sub-Adviser) determines that it would be appropriate for both the Fund and other accounts managed by the Adviser (or Sub-Adviser), the opportunity
will be allocated to the other accounts and the Fund will not participate in the negotiated transaction. To the extent that the Adviser (or Sub-Adviser) sources and structures private investments in publicly traded
issuers, certain employees of the Adviser (or Sub-Adviser) may become aware of actions planned by such issuers, such as acquisitions, which may not be announced to the public. It is possible that the Fund could be
precluded from investing in or selling securities of an issuer about which the Adviser (or Sub-Adviser) has material, nonpublic information, however, it is the Adviser's (and Sub-Adviser’s) intention to ensure
that any material, non-public information available to certain employees of the Adviser (and Sub-Adviser) is not shared with the employees responsible for the purchase and sale of publicly traded securities or to
confirm prior to receipt of any material non-public information that the information will shortly be made public. The Fund's investment opportunities also may be limited by affiliations of the Adviser (or Sub-Adviser)
or their affiliates with infrastructure companies.
The Adviser (or Sub-Adviser)
or their respective members, officers, directors, employees, principals or affiliates may come into possession of material, non-public information. The possession of such information may limit the ability of the Fund
to buy or sell a
| 52
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (concluded)
security or otherwise to participate in an
investment opportunity. Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by the Adviser (or Sub-Adviser) for other clients, and the Adviser (or Sub-Adviser)
will not employ information barriers with regard to its operations on behalf of its registered and private funds, or other accounts. In certain circumstances, employees of the Adviser (or Sub-Adviser) may serve as
board members or in other capacities for portfolio or potential portfolio companies, which could restrict the Fund’s ability to trade in the securities of such companies.
Anti-Takeover Provisions
Risk. The Fund's Declaration of Trust and Bylaws include provisions that could delay, defer or prevent other entities or persons from acquiring control of the Fund, causing the Fund to engage in
certain transactions or modify its structure. These provisions may be regarded as "anti-takeover" provisions. Such provisions could limit the ability of common shareholders to sell their shares at a premium over the
then-current market prices by discouraging a third party from seeking to obtain control of us.
Fundamental Investment
Restrictions
The following are the
fundamental investment limitations of the Fund set forth in their entirety. Investment limitations identified as fundamental may be changed only with the approval of the holders of a majority of the Fund's outstanding
voting securities (which for this purpose and under the Investment Company Act, means the lesser of (1) 67% of the voting shares present in person or by proxy at a meeting at which more than 50% of the outstanding
voting shares are present in person or by proxy, or (2) more than 50% of the outstanding voting shares).
The Fund may not:
| 1.
| issue senior securities, except as permitted by the Investment Company Act and the rules and interpretive positions of the SEC thereunder;
|
| 2.
| borrow money, except as permitted by the Investment Company Act and the rules and interpretive positions of the SEC thereunder;
|
| 3.
| make loans, except by the purchase of debt obligations, by entering into repurchase agreements or through the lending of portfolio securities and as otherwise permitted by the Investment Company Act and
the rules and interpretive positions of the SEC thereunder;
|
| 4.
| purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose principal business activities are in the same industry;
|
| 5.
| underwrite securities issued by others, except to the extent that we may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in the
disposition of restricted securities held in our portfolio;
|
| 6.
| purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except that the Fund may invest in securities or other instruments backed by real estate or
securities of companies that invest in real estate or interests therein (including real estate investment trusts ("REITs")); and
|
| 7.
| purchase or sell physical commodities unless acquired as a result of the ownership of securities or other instruments, except that we may purchase or sell options and futures contracts or invest in
securities or other instruments backed by physical commodities.
|
All other investment policies
are considered non-fundamental and may be changed by the Board without prior approval of a majority of the Fund's outstanding voting securities.
| abrdn Global Infrastructure Income Fund
| 53
|
Dividend Reinvestment and Optional Cash Purchase
Plan (Unaudited)
The Fund intends to distribute to
shareholders substantially all of its net investment income and to distribute any net realized capital gains at least annually. Net investment income for this purpose is income other than net realized long-term and
short-term capital gains net of expenses. Pursuant to the Dividend Reinvestment and Optional Cash Purchase Plan (the “Plan”), shareholders whose shares of common stock are registered in their own names
will be deemed to have elected to have all distributions automatically reinvested by Computershare Trust Company N.A. (the “Plan Agent”) in the Fund shares pursuant to the Plan, unless such shareholders
elect to receive distributions in cash. Shareholders who elect to receive distributions in cash will receive such distributions paid by check in U.S. Dollars mailed directly to the shareholder by the Plan Agent, as
dividend paying agent. In the case of shareholders such as banks, brokers or nominees that hold shares for others who are beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares
certified from time to time by the shareholders as representing the total amount registered in such shareholders’ names and held for the account of beneficial owners that have not elected to receive
distributions in cash. Investors that own shares registered in the name of a bank, broker or other nominee should consult with such nominee as to participation in the Plan through such nominee and may be required to
have their shares registered in their own names in order to participate in the Plan. Please note that the Fund does not issue certificates so all shares will be registered in book entry form. The Plan Agent serves as
agent for the shareholders in administering the Plan. If the Trustees of the Fund declare an income dividend or a capital gains distribution payable either in the Fund’s common stock or in cash, nonparticipants
in the Plan will receive cash and participants in the Plan will receive common stock, to be issued by the Fund or purchased by the Plan Agent in the open market, as provided below. If the market price per share (plus
expected per share fees) on the valuation date equals or exceeds NAV per share on that date, the Fund will issue new shares to participants at NAV; provided, however, that if the NAV is less than 95% of the market
price on the valuation date, then such shares will be issued at 95% of the market price. The valuation date will be the payable date for such distribution or dividend or, if that date is not a trading day on the NYSE,
the immediately preceding trading date. If NAV exceeds the market price of Fund shares at such time, or if the Fund should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent
will, as agent for the participants, buy Fund shares in the open market, on the NYSE or elsewhere, for the participants’ accounts on, or shortly after, the payment date. If, before the Plan Agent has completed
its purchases, the market price exceeds the NAV of the Fund's share, the average per share purchase price paid by the Plan Agent may exceed the NAV of the Fund’s shares, resulting in the acquisition of fewer
shares than if the distribution had been paid in shares issued by the Fund on the dividend payment date. Because of
the foregoing difficulty with respect to
open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium
during the purchase period, the Plan Agent will cease making open-market purchases and will receive the uninvested portion of the dividend amount in newly issued shares at the close of business on the last purchase
date.
Participants have the option
of making additional cash payments of a minimum of $50 per investment (by check, one-time online bank debit or recurring automatic monthly ACH debit) to the Plan Agent for investment in the Fund’s common stock,
with an annual maximum contribution of $250,000. The Plan Agent will wait up to three business days after receipt of a check or electronic funds transfer to ensure it receives good funds. Following confirmation of
receipt of good funds, the Plan Agent will use all such funds received from participants to purchase Fund shares in the open market on the 25th day of each month or the next trading day if the 25th is not a trading
day.
If the participant sets up
recurring automatic monthly ACH debits, funds will be withdrawn from his or her U.S. bank account on the 20th of each month or the next business day if the 20th is not a banking business day and invested on the next
investment date. The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in an account, including information needed by shareholders for personal and tax
records. Shares in the account of each Plan participant will be held by the Plan Agent in the name of the participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan. There
will be no brokerage charges with respect to common shares issued directly by the Fund. However, each participant will pay a per share fee of $0.02 incurred with respect to the Plan Agent’s open market purchases
in connection with the reinvestment of dividends, capital gains distributions and voluntary cash payments made by the participant. Per share fees include any applicable brokerage commissions the Plan Agent is required
to pay.
Participants also have the
option of selling their shares through the Plan. The Plan supports two types of sales orders. Batch order sales are submitted on each market day and will be grouped with other sale requests to be sold. The price will
be the average sale price obtained by Computershare’s broker, net of fees, for each batch order and will be sold generally within 2 business days of the request during regular open market hours. Please note that
all written sales requests are always processed by Batch Order. ($10 and $0.12 per share). Market Order sales will sell at the next available trade. The shares are sold real time when they hit the market, however an
available trade must be presented to complete this transaction. Market Order sales may only
| 54
| abrdn Global Infrastructure Income Fund
|
Dividend Reinvestment and Optional Cash Purchase
Plan (Unaudited) (concluded)
be requested by phone at 1-800-647-0584 or
using Investor Center through www.computershare.com/buyaberdeen. ($25 and $0.12 per share).
The receipt of dividends and
distributions under the Plan will not relieve participants of any income tax that may be payable on such dividends or distributions. The Fund or the Plan Agent may terminate the Plan as applied to any voluntary cash
payments made and any dividend or distribution paid subsequent to notice of the termination sent to members of the Plan at least 30 days prior to the record date for such dividend or distribution. The Plan also may be
amended by
the Fund or the Plan Agent, but (except when
necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority) only by mailing a written notice at least 30 days prior to
the effective date to the participants in the Plan. All correspondence concerning the Plan should be directed to the Plan Agent by phone at 1-800-647-0584, using Investor Center through www.computershare.com/buyaberdeen or in writing to Computershare Trust Company N.A., P.O. Box 43006, Providence, RI 02940-3078.
| abrdn Global Infrastructure Income Fund
| 55
|
Management of the Fund (Unaudited)
As of October 31, 2025
The names, years of birth and
business addresses of the Board Members and officers of the Fund as of October 31, 2025, their principal occupations during at least the past five years, the number of portfolios each Board Member oversees and other
directorships they hold are provided in the tables below. Board Members that are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended)
of the Fund or the Fund's Advisers are included in the table below under the heading “Interested Board Members.” Board Members who are not interested persons, as described above, are referred to in the
table below under the heading “Independent Board Members.” abrdn Inc., its parent company Aberdeen Group plc, and its advisory affiliates are collectively referred to as “Aberdeen” in the
tables below.
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
| Interested Board Member
|
|
|
|
|
|
Alan Goodson***
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
| Class III Trustee; Chief Executive Officer and President
| Term expires 2026; Trustee since 2024
| Currently, Executive Director and Head of Product & Client Solutions – Americas for abrdn Inc., overseeing Product Management & 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.
| 2 Registrants
consisting of
2 Portfolios
| None.
|
| Independent Board Members
|
|
|
|
|
|
Gordon A. Baird
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1968
| Class I Trustee
| Term expires 2027; Trustee since 2023
| Mr. Baird is the president and Chief Executive Officer of Nexos Technologies Inc. from 2019 to present. Mr. Baird is also a Partner for Orbit
Financial Holding LP from July 2017 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 Registrant
consisting of
1 Portfolio
| None.
|
| 56
| abrdn Global Infrastructure Income Fund
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2025
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
Thomas W. Hunersen
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1958
| Class III Trustee
| Term expires 2026; Trustee since 2023
| Mr. Hunersen, Principal at CKW Associates, has 40 years leading and advising global finance organizations in infrastructure, structured finance
and capital markets. Headed ‘Global Infrastructure’ for National Australia Bank, Ltd focused on corporate and asset-based financing and investing in energy, utilities and transportation. Led as
Group Executive - Strategy / Recovery at IBRC resolving this nationalized bank for the Irish government. Held executive and advisory roles at National Bank of Greece, Bank of Ireland, Mellon Bank, and Slingshot
GT. Also has held board roles as ‘Independent Director' and/or 'Chairman’ at finance, insurance, technology and nonprofit organizations.
| 1 Registrant
consisting of
1 Portfolio
| None.
|
| abrdn Global Infrastructure Income Fund
| 57
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2025
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
Chris LaVictoire Mahai
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1955
| Class II Trustee
| Term expires 2028; Trustee since 2023
| Ms. Mahai today serves as an independent consultant to executives and boards across industries and around the world; also serving as a public, private and
non-profit board member, private investor, and author. Following an 20 year executive leadership career in financial services and media, Mahai founded and served as Managing Partner of Aveus, LLC, a global strategic
and management consultancy from 1999 to 2018. Medecision, Inc., a healthcare technology company, acquired Aveus in 2018 where Mahai continued to lead the practice, serving as Aveus Division President while also
assuming the role of Medecision Executive Vice President from May 2018 to December 2021.
| 1 Registrant
consisting of
1 Portfolio
| None.
|
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 2028; Trustee since 2020
| Mr. Malone is a lawyer of over 40 years standing. Currently, he is an adviser to KeifeRX, a US healthcare company developing a novel neurotherapy
treatment. He is also Chairman of a number of the open and closed end funds in the abrdn Fund Complex. He previously served as a non-executive director of U.S. healthcare companies, Medality LLC until 2023 and Bionik
Laboratories Corp. (2018 – July 2022). 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.
| 9 Registrants
consisting of
25 Portfolios
| None.
|
| 58
| abrdn Global Infrastructure Income Fund
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2025
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
Todd Reit
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1968
| Class II Trustee
| Term expires 2028; 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).
| 10 Registrants
consisting of
10 Portfolios
| None.
|
John Sievwright
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1955
| Class I Trustee
| Term expires 2027; Trustee since 2020
| Mr. Sievwright is the Chairman of Burford Capital Ltd since May 2024 and a Director since 2020 (provider of legal finance, complex strategies,
post- settlement finance and asset management services and products, Revolut Limited, a UK-based digital banking firm since August 2021, and Chairman of Buyside Trading Solutions Limited, an unlisted company, since
its formation in July 2022. Previously he was a Non-Executive Director for the following UK companies: FirstGroup plc, ICAP plc and NEX Group plc (2017-2018) (financial).
| 6 Registrants
consisting of
9 Portfolios
| 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.
|
| abrdn Global Infrastructure Income Fund
| 59
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2025
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
Nancy Yao
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1972
| Class III Trustee
| Term expires 2026; Trustee since 2020
| Ms. Yao has over 25 years of Asia, finance, and governance experience in for profit and non-profit organizations, including Goldman Sachs, CFRA,
and the Yale-China Association. She is an assistant professor adjunct at Yale University where she teaches financial accounting and governance. Ms. Yao is a board member of the National Committee on U.S.-China
Relations and a member of the Council on Foreign Relations. She also serves as an assistant dean at the David Geffen School of Drama at Yale. She received her MBA from the Yale School of Management and her AB in
Diplomacy and World Affairs at Occidental College.
| 8 Registrants
consisting of
8 Portfolios
| None.
|
| *
| As of October 31, 2025, the Fund Complex has a total of 17 Registrants with each Board member serving on the Boards of the number of Registrants listed. Each Registrant in the Fund Complex has one
Portfolio except for two Registrants that are open-end funds, abrdn Funds and abrdn ETFs, which each have multiple Portfolios. The Registrants in the Fund Complex are as follows: abrdn Asia-Pacific Income Fund, Inc.,
abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets ex-China Fund, Inc., The India Fund, Inc., abrdn Income Credit Strategies Fund, abrdn Global Dynamic Dividend Fund, abrdn
Global Premier Properties Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Infrastructure Income Fund, abrdn National Municipal Income Fund, abrdn Healthcare Investors, abrdn Life Sciences Investors, abrdn
Healthcare Opportunities Fund, abrdn World Healthcare Fund, abrdn Funds (17 Portfolios), and abrdn ETFs (3 Portfolios).
|
| **
| Current directorships (excluding Fund Complex) as of the date of this report held in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or (3) any company subject to the requirements of Section 15(d) of the Exchange Act.
|
| ***
| Mr. Goodson is deemed to be an interested person because of his affiliation with the Fund’s investment adviser.
|
| 60
| abrdn Global Infrastructure Income Fund
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2025
Officers of the Fund
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During at Least the Past Five Years
|
Joshua Duitz**
c/o abrdn Inc.
875 Third Ave
4th Floor, Suite 403
New York, NY 10022
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 Street
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
| Chief Compliance Officer; Vice President, Compliance
| Since 2023
| Currently, Ms. Gebauer is Head of US Registered Fund Compliance. She serves as the Chief Compliance Officer for Aberdeen's US closed end funds, open end funds and
ETFs. Ms. Gebauer joined abrdn Inc. in 2014.
|
Heather Hasson**
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1982
| Vice President
| Since 2021
| Currently, Senior Product Development Manager. Previously, Senior Product Solutions and Implementation Manager, Product Governance US for abrdn Inc. Ms. Hasson
joined the company in November 2006.
|
Robert Hepp**
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1986
| Vice President
| Since 2021
| Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Hepp joined abrdn Inc. as a Senior Paralegal in 2016.
|
Megan Kennedy**
c\o abrdn Inc.
1900 Market Street
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 Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1983
| Vice President
| Since 2021
| Currently, Senior Product Governance Manager – Attorney for abrdn Inc. Mr. Kim joined abrdn Inc. as a Product Manager in 2013.
|
Michael Marsico**
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1980
| Vice President
| Since 2021
| Currently, Senior Product Manager – US for abrdn Inc. Mr. Marsico joined abrdn Inc. as a Fund Administrator in 2014.
|
Christian Pittard**
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1973
| Vice President
| Vice President Since 2024; Fund Officer Since 2020
| Mr. Pittard is Head of Closed End Funds for abrdn and is responsible for the US and UK businesses. Aberdeen is currently the 5th largest listed
Closed-End Fund manager in the world. He is also Managing Director of Corporate Finance, having done a significant number of closed end fund transactions in the US and UK since joining abrdn in 1999. Previously,
he was Head of the Americas and the North American Funds business for Aberdeen based in the US.
|
| abrdn Global Infrastructure Income Fund
| 61
|
Management of the Fund (Unaudited) (concluded)
As of October 31, 2025
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During at Least the Past Five Years
|
Lucia Sitar**
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1971
| Vice President
| Since 2020
| Currently, Vice President and U.S. Counsel - Head of Product Governance for abrdn Inc. Previously, Ms. Sitar was Head of Product Governance and Management and
Managing U.S. Counsel for abrdn Inc. She joined abrdn Inc. as U.S. Counsel in 2007.
|
Michael Taggart**
c\o abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1970
| Vice President
| Since 2023
| Currently, Head of Closed-End Fund Investor Relations at abrdn Inc since 2023. Prior to that, he was Vice President of Investment Research and
Operations at Relative Value Partners, LLC from June 2022. Prior to that, he was self-employed after having left Nuveen in November 2020, where he had served as Vice President of Closed-End Fund Product Strategy since
November 2013.
|
| *
| 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 Fund Board.
|
| **
| Each officer may hold officer position(s) in one or more other funds which are part of the Fund Complex.
|
Further information about the
Fund's Board Members and Officers is available in the Fund's Statement of Additional Information, which can be obtained without charge by calling (800) 522-5465.
| 62
| abrdn Global Infrastructure Income Fund
|
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Trustees
P. Gerald Malone, Chair
Gordon A. Baird
Alan Goodson
Thomas W. Hunersen
Chris LaVictorie Mahai
Todd Reit
John Sievwright
Nancy Yao
Investment Adviser
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Investment Sub-Adviser
abrdn Investments Limited
1 George Street
Edinburgh, EH2 2LL
United Kingdom
Administrator
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Custodian
State Street Bank and Trust Company
John Adams Building
1776 Heritage Drive
North Quincy, MA 02171
Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 43006
Providence, RI 02940-3078
Independent Registered Public
Accounting Firm
KPMG LLP
191 West Nationwide Blvd., Suite 500
Columbus, OH 43215
Legal Counsel
Dechert LLP
1900 K Street N.W.
Washington, D.C. 20006
Investor Relations
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
1-800-522-5465
Investor.Relations@aberdeenplc.com
Notice is hereby given in
accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may purchase, from time to time, shares of its common stock in the open market.
Shares of abrdn Global
Infrastructure Income Fund are traded on the NYSE under the symbol “ASGI.” Information about the Fund’s net asset value and market price is available at www.aberdeenasgi.com.
This report, including
the financial information herein, is transmitted to the shareholders of abrdn Global Infrastructure Income Fund for their general information only. It does not have regard to the specific investment objectives,
financial situation and the particular needs of any specific person. Past performance is no guarantee of future results.
Item 2. Code of Ethics.
| (a) |
As of September 30, 2025, abrdn Global Infrastructure Income Fund (the “Fund”
or the “Registrant”) had adopted a Code of Ethics that applies to the Registrant’s principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals
are employed by the Registrant or a third party (the “Code of Ethics”). |
| (c) |
There have been no amendments, during the period covered by this report, to a provision of
the Code of Ethics. |
| (d) |
During the period covered by this report, there were no waivers to the provisions of the
Code of Ethics. |
| (f) |
A copy of the Code of Ethics has been filed as an exhibit to this Form N-CSR. |
Item 3. Audit Committee Financial Expert.
The Registrant’s Board of Trustees has determined
that John Sievwright, a member of the Board of Trustees’ Audit Committee, possesses the attributes, and has acquired such attributes
through means, identified in instruction 2 of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,”
and has designated Mr. Sievwright as the Audit Committee’s financial expert. Mr. Sievwright is considered to be an “independent”
trustee, as such term is defined in paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) –
(d) Below is a table reflecting the fee information requested in Items 4(a) through (d):
Fiscal Year
Ended | |
(a)
Audit Fees1 | | |
(b)
Audit-Related Fees2 | | |
(c)
Tax Fees3 | | |
(d)
All Other Fees4 | |
| September 30, 2025 | |
$ | 151,800 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Percentage approved pursuant to pre-approval exception5 | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
| September 30, 2024 | |
$ | 136,800 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Percentage approved pursuant to pre-approval exception5 | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
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”.
5 Pre-approval exception under
Rule 2-01 of Regulation S-X. The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement
for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no
more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided;
(B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly
brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.
| (e)(1) |
The Registrant’s Audit Committee (the “Committee”) has adopted a Charter that provides that the Committee shall annually select, retain or terminate, and recommend to the Independent Trustees for their ratification, the selection, retention or termination, the Registrant’s independent auditor and, in connection therewith, to evaluate the terms of the engagement (including compensation of the independent auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Registrant’s investment adviser (the “Adviser”) or any sub-adviser, and to receive the independent auditor’s specific representations as to their independence, delineating all relationships that may affect the independent auditor’s independence, including the disclosures required by PCAOB Rule 3526 or any other applicable auditing standard. PCAOB Rule 3526 requires that, at least annually, the auditor: (1) disclose to the Committee in writing all relationships between the auditor and its related entities and the Registrant and its related entities that in the auditor’s professional judgment may reasonably be thought to bear on independence; (2) confirm in the letter that, in its professional judgment, it is independent of the Registrant within the meaning of the Securities Acts administered by the SEC; and (3) discuss the auditor’s independence with the audit committee. The Committee is responsible for actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the independent auditor. The Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Management or the Adviser that the Registrant, the Adviser or their affiliated persons, employ the independent auditor to render “permissible non-audit services” to the Registrant and to consider whether such services are consistent with the independent auditor’s independence. “Permissible non-audit services” include any professional services, including tax services, provided to the Registrant by the independent auditor, other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Registrant; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the PCAOB determines, by regulation, is impermissible. Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Registrant constitutes not more than 5% of the total amount of revenues paid by the Registrant to its auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Registrant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or its Delegate(s) prior to the completion of the audit.
The Committee may delegate to one or more of its members (“Delegates”) authority to pre-approve permissible non-audit services to be provided to the Registrant. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Pursuant to this authority, the Registrant’s Committee delegates to the Committee Chair, subject to subsequent ratification by the full Committee, up to a maximum amount of $25,000, which includes any professional services, including tax services, provided to the Registrant by its independent registered public accounting firm other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the Registrant’s periodic reports required by Section 30 of the Investment Company Act of 1940, as amended, and other documents as required under the federal securities laws.Audit Committee |
| (e)(2) |
None of the services described in each of paragraphs (b) through (d) of this Item involved a waiver of the pre-approval requirement by the Audit Committee pursuant to Rule 2-01 (c)(7)(i)(C) of Regulation S-X. |
The following table shows the amount of fees that KPMG LLP
billed during the Fund’s last two fiscal years for non-audit services to the Registrant, and to the Adviser, and any entity controlling,
controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”):
| Fiscal Year Ended | |
Total Non-Audit Fees
Billed to Fund | | |
Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers (engagements
related directly to the
operations and financial
reporting of the Fund) | | |
Total Non-Audit Fees
billed to Adviser and
Affiliated Fund Service
Providers (all other
engagements) | | |
Total | |
| September 30, 2025 | |
$ | 0 | | |
$ | 0 | | |
$ | 1,253,744 | | |
$ | 1,253,744 | |
| September 30, 2024 | |
$ | 0 | | |
$ | 0 | | |
$ | 629,124 | | |
$ | 629,124 | |
“Non-Audit Fees billed to Fund” for both fiscal years represent
“Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
| (a) |
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). |
As of the fiscal year ended September 30,
2025, the Audit Committee members were:
Gordon A. Baird
Thomas E. Hunersen
Chris LaVictoire Mahai
P. Gerald Malone
Todd Reit
John Sievwright
Nancy Yao
(b) Not applicable.
Item 6. Schedule of Investments.
(a) Included as part of the Report to Shareholders
filed under Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End
Management Investment Companies.
Not applicable.
Item 8. Changes in and Disagreements with Accountants for Open-End
Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of
Open-End Management Investment Companies.
Not applicable.
Item 11. Statement Regarding Basis for Approval of Investment Advisory
Contract.
The statement regarding the basis for approval of the investment advisory
contract is included in the response to Item 1, above.
Item 12. Disclosure of Proxy Voting Policies and Procedures for
Closed-End Management Investment Companies.
Pursuant to the Registrant's Proxy Voting Policy
and Procedures, the Registrant has delegated responsibility for its proxy voting to its Adviser, provided that the Registrant's Board
of Trustees has the opportunity to periodically review the Adviser's proxy voting policies and material amendments thereto.
The proxy voting policies of the Registrant are
included herewith as Exhibit (d) and policies of the Adviser are included as Exhibit (e).
Item 13. Portfolio Managers of Closed-End Management Investment
Companies.
(a)(1) PORTFOLIO MANAGER BIOGRAPHIES
As of the date of filing this report, the individuals listed
below have primary responsibility for the day-to-day management of their respective sleeves of the Fund’s portfolio. Messrs. Duitz
and Reynolds are jointly and primarily responsible for the Fund’s public infrastructure investments, and Mr. Purington is primarily
responsible for the Fund’s private/direct infrastructure investments.
| Individual & Position |
Past Business Experience |
Served on the Fund Since |
|
Joshua Duitz,
Head of Global Income |
Currently, Head of Global Income at Aberdeen, He is a Portfolio Manager of our global dynamic dividend and global infrastructure funds. Josh joined the company in 2018 from Alpine Woods Capital Management where he was a Portfolio Manager. Previously, Josh worked for Bear Stearns where he was a Managing Director, Principal and traded international equities. Prior to that, Josh worked for Arthur Andersen where he was a senior auditor. Josh graduated from The Wharton School of the University of Pennsylvania and received his MBA with Honours. He received his BBA from Emory University. |
Since inception |
Donal Reynolds,
Investment Director, Global Equities |
Donal is an Investment Director responsible for managing the Global Infrastructure funds. Donal joined the company in 2006 as an Investment Process Analyst. In 2010, he transferred to US equities in Boston as Vice President. In 2014, he was promoted to Senior Vice President, Global Equities. Prior to this Donal worked for a number of firms, including BIL-Dexia, ING, JP Morgan and Aegon. Donal graduated with an MA in Chinese Studies and a BSC in Management. Additionally, he holds the Investment Management Certificate and is a CFA Charterholder. |
2021 |
| Amelia Slade, Associate Investment Director, Real Assets |
Amelia Slade is an Associate Investment Director at Aberdeen. She supports the investment and management of the private allocation of
abrdn Global Infrastructure Income Fund (NYSE: ASGI), Aberdeen's Energy and Natural Resources funds, and a legacy Real Estate fund. She
joined the Real Assets team in August 2022 following a ten-month tenure in Aberdeen's graduate rotational program. Through this opportunity,
she rotated with Aberdeen Fixed Income, Equities, and Real Assets. Amelia graduated from Haverford College with a BA in Economics. |
2022 |
(a)(2) OTHER ACCOUNTS
MANAGED BY PORTFOLIO MANAGERS.
The following chart summarizes information regarding
other accounts for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into the following three
categories: (1) registered investment companies; (2) other pooled investment vehicles; and (3) other accounts. To the extent
that any of these accounts pay advisory fees that are based on account performance (“performance-based fees”), information
on those accounts is provided separately. The figures in the chart below for the category of “registered investment companies”
include the Fund. The “Other Accounts Managed” represents the accounts managed by the teams of which the portfolio manager
is a member. The information in the table below is as of September 30, 2025.
Name of
Portfolio Manager | |
Type of Accounts | |
Other Accounts
Managed | | |
Total Assets ($M) | | |
Number of
Accounts
Managed for
Which
Advisory
Fee is Based
on
Performance | | |
Total
Assets for
Which
Advisory Fee is
Based on
Performance ($M) | |
| Joshua Duitz1 | |
Registered Investment Companies | |
| 5 | | |
$ | 2,092.88 | | |
| 0 | | |
$ | 0 | |
| | |
Pooled Investment Vehicles | |
| 20 | | |
$ | 7,243.80 | | |
| 0 | | |
$ | 0 | |
| | |
Other Accounts | |
| 3 | | |
$ | 278.54 | | |
| 0 | | |
$ | 0 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Donal Reynolds1 | |
Registered Investment Companies | |
| 5 | | |
$ | 2,092.88 | | |
| 0 | | |
$ | 0 | |
| | |
Pooled Investment Vehicles | |
| 20 | | |
$ | 7,243.80 | | |
| 0 | | |
$ | 0 | |
| | |
Other Accounts | |
| 3 | | |
$ | 278.54 | | |
| 0 | | |
$ | 0 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Amelia Slade2 | |
Registered Investment Companies | |
| 1 | | |
$ | 613.94 | | |
| 0 | | |
$ | 0 | |
| | |
Pooled Investment Vehicles | |
| 5 | | |
$ | 331.06 | | |
| 0 | | |
$ | 0 | |
| | |
Other Accounts | |
| 0 | | |
$ | 0 | | |
| 0 | | |
$ | 0 | |
1 Includes accounts managed by the Developed Markets Income
and Real Assets Equity Team, of which the portfolio manager is a member.
2 Includes accounts managed by the Real Assets (Infrastructure
Equity) Team, of which the portfolio manager is a member.
POTENTIAL CONFLICTS OF INTEREST
The Adviser and its affiliates (collectively referred
to herein as “Aberdeen”) serve as investment advisers for multiple clients, including the Registrant and other investment
companies registered under the 1940 Act and private funds (such clients are also referred to below as “accounts”). The portfolio
managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management
of the Registrant’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may
have the same investment objective as the Registrant. Therefore, a potential conflict of interest may arise as a result of the identical
investment objectives, whereby the portfolio manager could favor one account over another. However, the Adviser believes that these risks
are mitigated by the fact that: (i) accounts with like investment strategies managed by a particular portfolio manager are generally
managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain
accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored
to avoid potential conflicts. In addition, the Adviser has adopted trade allocation procedures that require equitable allocation of trade
orders for a particular security among participating accounts.
In some cases, another account managed by the
same portfolio manager may compensate Aberdeen based on the performance-based fees with qualified clients. The existence of such a performance-based
fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment
opportunities.
Another potential conflict could include instances
in which securities considered as investments for the Registrant also may be appropriate for other investment accounts managed by the
Adviser or its affiliates. Whenever decisions are made to buy or sell securities for the Registrant and one or more of the other accounts
simultaneously, the Adviser may aggregate the purchases and sales of the securities and will allocate the securities transactions in a
manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Registrant
will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have
a detrimental effect on the price or amount of the securities available to the Registrant from time to time, it is the opinion of the
Adviser that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Registrant
has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures
adopted under such policies will detect each and every situation in which a conflict arises.
With respect to non-discretionary model delivery
accounts (including UMA accounts) and discretionary SMA accounts, abrdn Inc. will utilize a third party service provider to deliver model
portfolio recommendations and model changes to the Sponsors. abrdn Inc. seeks to treat clients fairly and equitably over time, by delivering
model changes to our service provider and investment instructions for our other discretionary accounts to our trading desk, simultaneously
or approximately at the same time. The service provider will then deliver the model changes to each Sponsor on a when-traded, randomized
full rotation schedule. All Sponsors will be included in the rotation schedule, including SMA and UMA.
UMA Sponsors will be responsible for determining
how and whether to implement the model portfolio or model changes and implementation of any client specific investment restrictions. The
Sponsors are solely responsible for determining the suitability of the model portfolio for each model delivery client, executing trades
and seeking best execution for such clients.
As it relates to SMA accounts, abrdn Inc. will
be responsible for managing the account on the basis of each client’s financial situation and objectives, the day to day investment
decisions, best execution, accepting or rejecting client specific investment restrictions and performance. The SMA Sponsors will collect
suitability information and will provide a summary questionnaire for our review and approval or rejection. For dual contract SMAs, abrdn
Inc. will collect a suitability assessment from the client, along with the Sponsor suitability assessment. Our third party service provider
will monitor client specific investment restrictions on a day to day basis. For SMA accounts, model trades will be traded by the Sponsor
or may be executed through a “step-out transaction,”- or traded away- from the client’s Sponsor if doing so is consistent
with abrdn’s obligation to obtain best execution. When placing trades through Sponsor Firms (instead of stepping them out), we will
generally aggregate orders where it is possible and in the client’s best interests. In the event we are not comfortable that a Sponsor
can obtain best execution for a specific security and trading away is infeasible, we may exclude the security from the model.
Trading costs are not covered by the Wrap Program
fee and may result in additional costs to the client. In some instances, step-out trades are executed without any additional commission,
mark-up, or mark-down, but in many instances, the executing broker-dealer may impose a commission or a mark-up or mark-down on the trade.
Typically, the executing broker will embed the added costs into the price of the trade execution, making it difficult to determine and
disclose the exact added cost to clients. In this instance, these additional trading costs will be reflected in the price received for
the security, not as a separate commission, on trade confirmations or on account statements. In determining best execution for SMA accounts,
abrdn Inc. takes into consideration that the client will not pay additional trading costs or commission if executing with the Sponsor.
While UMA accounts are invested in the same strategies
as and may perform similarly to SMA accounts, there are expected to be performance differences between them. There will be performance
dispersions between UMAs and other types of accounts because Aberdeen does not have discretion over trading and there may be client specific
restrictions for SMA accounts.
Aberdeen may have already commenced trading for
its discretionary client accounts before the model delivery accounts have executed Aberdeen’s recommendations. In this event, trades
placed by the model delivery clients may be subject to price movements, particularly with large orders or where securities are thinly
traded, that may result in model delivery clients receiving less favorable prices than our discretionary clients. Aberdeen has no discretion
over transactions executed by model delivery clients and is unable to control the market impact of those transactions.
Timing delays or other operational factors associated
with the implementation of trades may result in non-discretionary and model delivery clients receiving materially different prices relative
to other client accounts. In addition, the constitution and weights of stocks within model portfolios may not always be exactly aligned
with similar discretionary accounts. This may create performance dispersions within accounts with the same or similar investment mandate.
(a)(3)
DESCRIPTION OF COMPENSATION STRUCTURE
Aberdeen’s remuneration policies are designed
to support its business strategy as a leading international asset manager. The objective is to attract, retain and reward talented
individuals for the delivery of sustained, superior returns for Aberdeen’s clients and shareholders. Aberdeen operates in
a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining
talent.
Aberdeen’s policy is to recognize corporate
and individual achievements each year through an appropriate annual bonus scheme. The bonus is a single, fully discretionary variable
pay award. The aggregate value of awards in any year is dependent on the group’s overall performance and profitability. Consideration
is also given to the levels of bonuses paid in the market. Individual awards, which are payable to all members of staff, are determined
by a rigorous assessment of achievement against defined objectives.
The variable pay award is composed of a mixture
of cash and a deferred award, the portion of which varies based on the size of the award. Deferred awards are by default Aberdeen
Group plc shares, with an option to put up to 50% of the deferred award into funds managed by Aberdeen. Overall compensation packages
are designed to be competitive relative to the investment management industry.
Base Salary
Aberdeen’s policy is to pay a fair salary
commensurate with the individual’s role, responsibilities and experience, and having regard to the market rates being offered for
similar roles in the asset management sector and other comparable companies. Any increase is generally to reflect inflation and is applied
in a manner consistent with other Aberdeen employees; any other increases must be justified by reference to promotion or changes in responsibilities.
Annual Bonus
The Remuneration Committee determines the key performance
indicators that will be applied in considering the overall size of the bonus pool. In line with practices amongst other asset management
companies, individual bonuses are not subject to an absolute cap. However, the aggregate size of the bonus pool is dependent on
the group’s overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market.
Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by
the Remuneration Committee.
Aberdeen has a deferral policy which is intended
to assist in the retention of talent and to create additional alignment of executives’ interests with Aberdeen’s sustained
performance and, in respect of the deferral into funds managed by Aberdeen, to align the interest of portfolio managers with our clients.
Staff performance is reviewed formally at least
once a year. The review process evaluates the various aspects that the individual has contributed to Aberdeen, and specifically, in the
case of portfolio managers, to the relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance
of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to
presenting the team externally are also evaluated.
In the calculation of a portfolio management team’s
bonus, Aberdeen takes into consideration investment matters (which include the performance of funds, adherence to the company investment
process, and quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations
through key performance indicator scorecards. To the extent performance is factored in, such performance is not judged against any
specific benchmark and is evaluated over the period of a year - January to December. The pre- or after-tax performance of an individual
account is not considered in the determination of a portfolio manager’s discretionary bonus; rather the review process evaluates
the overall performance of the team for all of the accounts the team manages.
Portfolio manager performance on investment matters
is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process. A combination
of the team’s and individual’s performance is considered and evaluated.
Although performance is not a substantial portion
of a portfolio manager’s compensation, Aberdeen also recognizes that fund performance can often be driven by factors outside one’s
control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core
process by sticking to disciplines and processes set, regardless of momentum and ‘hot’ themes. Short-terming is thus
discouraged and trading-oriented managers will thus find it difficult to thrive in the Aberdeen environment. Additionally, if any
of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via Aberdeen’s dynamic
compliance monitoring system.
In rendering investment management services, the
Adviser may use the resources of additional investment adviser subsidiaries of Aberdeen Group plc. These affiliates have entered into
a memorandum of understanding (“MOU”) pursuant to which investment professionals from each affiliate may render portfolio
management, research or trading services to Aberdeen clients. Each investment professional who renders portfolio management, research
or trading services under a MOU or personnel sharing arrangement (“Participating Affiliate”) must comply with the provisions
of the Advisers Act, the 1940 Act, the Securities Act of 1933, the Exchange Act, and the Employee Retirement Income Security Act of 1974,
and the laws of states or countries in which the Adviser does business or has clients. No remuneration is paid by the Fund with respect
to the MOU/personnel sharing arrangements.
(a)(4)
Dollar Range of Equity Securities in the
Registrant Beneficially Owned by the Portfolio
Manager as of September 30, 2025 |
|
| Joshua Duitz |
|
Over $100,000 |
| Donal Reynolds |
|
$50,001-$100,000 |
| Amelia Slade |
|
None |
(b) Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
Period | |
(a) Total No.
of Shares
Purchased (1) | | |
(b) Average
Price Paid per
Share | | |
(c) Total No.
of Shares
Purchased as
Part of
Publicly
Announced Plans
or Programs | | |
(d) Maximum No.
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs | |
| Month #1 (Oct. 1, 2024-Oct. 31, 2024) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #2 (Nov. 1, 2024 – Nov. 30, 2024) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #3 (Dec. 1, 2024– Dec. 31, 2024) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #4 (Jan. 1, 2025 – Jan. 31, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #5 (Feb. 1, 2025 – Feb. 28, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #6 (Mar. 1, 2025 – Mar. 31, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #7 (Apr. 1, 2025 – Apr. 30, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #8 (May 1, 2025 – May 31, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #9 (June 1, 2025 – June 30, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #10 (Jul. 1, 2025 – Jul. 31, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #11 (Aug. 1, 2025 – Aug. 31, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Month #12 (Sep. 1, 2025– Sep. 30, 2025) | |
| – | | |
| – | | |
| – | | |
| 2,894,422 | |
| Total | |
| – | | |
| – | | |
| – | | |
| | |
| |
(1) |
On December 14, 2023, the Fund publicly announced that the Board of Trustees had approved an open market share repurchase program (the “Program”). Under the terms of the Program, the Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12 month period as of September 30 of the prior year. The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase determined at the discretion of the Fund's investment adviser. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of management based on historical discount levels and current market conditions. |
Item 15. Submission of Matters to a Vote of Security Holders.
During the period ended September 30, 2025, there were no material
changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
Item 16. Controls and Procedures.
| |
(a) |
The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d15(b)). |
| |
(b) |
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
abrdn Global Infrastructure Income Fund
| |
|
| By: |
/s/ Alan Goodson |
|
|
| |
Alan Goodson, |
|
| |
Principal Executive Officer of |
|
| |
abrdn Global Infrastructure Income Fund |
|
| |
|
| Date: December 8, 2025 |
|
| |
|
|
|
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
| By: |
/s/ Alan Goodson |
|
|
| |
Alan Goodson, |
|
| |
Principal Executive Officer of |
|
| |
abrdn Global Infrastructure Income Fund |
|
| |
|
| Date: December 8, 2025 |
|
| By: |
/s/ Sharon Ferrari |
|
|
| |
Sharon Ferrari, |
|
| |
Principal Financial Officer of |
|
| |
abrdn Global Infrastructure Income Fund |
|
| |
|
| Date: December 8, 2025 |
|
Exhibit 99.CODEETH
CODE OF ETHICS (PERSONAL TRADING)
Rule 17j-1(b) under
the Investment Company Act of 1940, as amended (the “1940 Act”), makes it unlawful for any affiliated person, officer or Board
member of the Funds in connection with the purchase or sale by such person of a Security (as defined below) “held or to be acquired”
by the Funds:
| 1. | To employ any device, scheme or artifice to defraud the Funds; |
| 2. | To make to the Funds any untrue statement of a material fact or omit to state to the Funds a material
fact necessary in order to make the statement made, in light of the circumstances under which they are made, not misleading; |
| 3. | To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit
upon the Funds; or |
| 4. | To engage in any manipulative practice with respect to the Funds’ investment portfolios. |
| II. | Purpose of the Code of Ethics |
The Funds expect that the
officers and Fund Board members will conduct their personal investment activities in accordance with (1) the duty at all times to
place the interests of the Funds’ shareholders first; (2) the requirement that all personal Securities transactions be conducted
consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s
position of trust and responsibility; and (3) the fundamental standard that investment company personnel should not take inappropriate
advantage of their positions.
In view of the foregoing,
the provisions of Section 17(j) of the 1940 Act, Rule 17j-1 under the 1940 Act, and various pronouncements by the Securities
and Exchange Commission (“SEC”) and the Investment Company Institute on personal investing by investment company personnel,
1 the Funds have adopted this Code of Ethics to specify a code of conduct for certain types of personal Securities transactions
that might involve conflicts of interest or an appearance of impropriety, and to establish reporting requirements and enforcement procedures.
This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions
will not shield Fund personnel from liability for personal trading or other conduct that violates a fiduciary duty to Fund shareholders.
This Code of Ethics does not
apply to any officer, Board member or employee of the Funds who is also an Access Person or Investment Personnel (as defined under Rule 17j-1
under the 1940 Act) employed by the Funds’ investment adviser, investment sub-advisers or principal underwriter (“Excluded
Advisory Personnel”). Those individuals are covered by the Codes of Ethics that have been adopted by their respective entities and
approved by the Board of each of the Funds in accordance with the provisions of Rule 17j-1 of the 1940 Act.
| 1 | See Investment Adviser Code of Ethics, SEC Release No. IC-26492
(July 9, 2004); Personal Investment Activities of Investment Company Personnel, SEC Release No. IC-23958 (August 24, 1999); Personal
Investment Activities of Investment Company Personnel, Report by the Securities and Exchange Commission (September 1994); and Report
of the Advisory Group on Personal Investing, Investment Company Institute (May 9, 1994). |
| A. | “Access Person” means (1) each Board member or officer of the Funds; and
(2) any Advisory Person of the Funds except Excluded Advisory Personnel. |
| B. | “Advisory Person” means (1) each Board member, officer, general partner
or employee of the Funds (or of any company in a control relationship to the Funds) who in connection with his or her regular functions
or duties, makes, participates in, or obtains information regarding the purchase or sale of a Reportable Security (as defined below) by
the Funds or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural
person in a control relationship to the Funds who obtains information concerning recommendations made to the Funds with regard to the
purchase or sale of a Reportable Security by the Funds. |
| C. | “Automatic Investment Plan” means a program in which regular periodic purchases
(or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An
Automatic Investment Plan includes a dividend reinvestment plan. |
| D. | “Beneficial Ownership” shall be interpreted in the same manner as it would be
in determining whether a person is considered a “beneficial owner” as defined in Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934, as amended (“1934 Act”), which generally speaking, encompasses those situations where the beneficial
owner has the right to enjoy some economic benefit from the ownership of the Reportable Security. You will be treated as a “beneficial
owner” of a Security under this Code only if you have a direct or indirect pecuniary interest in the Security. A direct pecuniary
interest is the opportunity, directly or indirectly, to profit, or to share the profit, from the transaction. An indirect pecuniary interest
is any nondirect financial interest, but is specifically defined in the rules to include, among other things, Securities held by
members of your immediate family sharing the same household; Securities held by a partnership of which you are a general partner; Securities
held by a trust of which you are the settlor if you can revoke the trust without the consent of another person, or a beneficiary if you
have or share investment control with the trustee; and equity Securities which may be acquired upon exercise of an option or other right,
or through conversion. For interpretive guidance on this test, you should consult your counsel. A person is normally regarded as the beneficial
owner of Reportable Securities held in the name of his or her spouse or minor children and adults living in his or her household. |
| E. | “Control” shall have the same meaning as set forth in Section 2(a)(9) of
the 1940 Act. Generally, control is the power to exercise a controlling influence over the management or policies of a company unless
such power is solely the result of an official position with such company. |
| F. | “Exempt Transactions” means: (1) purchases or sales effected in any account
over which an Access Person or Investment Personnel has no direct or indirect influence or control; (2) purchases or sales which
are non-volitional2 on the part of the Access Person, Investment Personnel or the Funds; (3) purchases which are
part of an Automatic Investment Plan; or (4) purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders
of a class of its Reportable Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
| 2 | Non-volitional purchases or sales include those transactions,
which do not involve a willing act or conscious decision on the part of the Board Member, officer or employee. For example, shares received
or disposed of by Access Persons or Investment Personnel in a merger, recapitalization or similar transaction are considered nonvolitional. |
| G. | A Security is “held or to be acquired” if within the most recent 15 days it
(1) is or has been held by the Funds, (2) is being or has been considered by the Funds or the investment adviser or investment
sub-adviser for purchase by the Funds or (3) any option to purchase or sell and any Security convertible into or exchangeable for
a Reportable Security that is described in (1) or (2) of this definition. |
| H. | An Access Person’s “immediate family” means a spouse, minor children and
adults living in the same household as the Access Person. |
| I. | “Independent Board Member” means each Board member who is not an “interested
person” of the Funds (as defined in Section 2(a)(19) of the 1940 Act) and who would be required to make a report under Section V
of this Code solely by reason of being a Board member of the Funds. |
| J. | An “Initial Public Offering” means an offering of Securities registered under
the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the 1934 Act. |
| K. | “Investment Personnel” of the Funds means (1) any employee of the Funds
(or of any company in a control relationship to the Funds) who, in connection with his or her regular functions or duties, makes or participates
in making recommendations regarding the purchase or sale of Securities by the Funds or (2) any natural person who controls the Funds
and who obtains information concerning recommendations made to the Funds regarding the purchase or sale of Securities by the Funds. |
| L. | A “Limited Offering” means an offering that is exempt from registration under
the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or
Rule 506 under the Securities Act of 1933. |
| M. | “Purchase or sale of a Reportable Security” includes, among other things, the
writing of an option to purchase or sell a Reportable Security. |
| N. | “Reportable Security” means a Security excluding (1) direct obligations
of the Government of the United States; (2) banker’s acceptances; (3) bank certificates of deposit; (4) commercial
paper; (5) high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that
is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including repurchase
agreements; and (6) shares of registered open-end investment companies other than those advised by an Aberdeen Adviser. |
| O. | “Security” means a security as defined in Section 2(a)(36)of the 1940 Act
which is defined as any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest
or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable
share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas,
or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any
group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known
as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing. |
| IV. | Policies of the Funds Regarding Personal Securities Transactions |
No Access Person of the Funds
shall engage in any act, practice or course of business that would violate the provisions of Rule 17j-1(b) set forth above,
or in connection with any personal investment activity, engage in conduct inconsistent with this Code of Ethics.
| 1. | Restrictions on Personal Securities Transactions by Independent Board
Members |
The Funds recognize that an Independent
Board Member does not have on-going, day-to-day interaction with the operations of the Funds. In addition, it has been the practice of
the Funds to give information about Securities purchased or sold by the Funds or considered for purchase or sale by the Funds to Independent
Board Members in materials circulated more than 15 days after such Securities are purchased or sold by the Funds or are considered for
purchase or sale by the Funds. Accordingly, the Funds believe the following controls are appropriate for Independent Board Members:
| a. | Personal Account Dealing in Fund Shares. |
| i. | Independent Board Members are prohibited from buying or selling any Aberdeen-advised U.S. Registered Fund
(closed-end, open-end, and ETFs) shares during the two week period prior to or following Board meetings of which they are aware. |
| ii. | Independent Board Members are required to pre-clear with the Fund CCO or his/her designee all Aberdeen-advised
U.S. Registered Fund buys or sells including funds for which an Independent Board Member does not serve as a director/trustee. |
| iii. | The Fund CCO may waive this prohibition in exceptional circumstances and upon a determination that the
transaction does not violate any applicable laws or regulations. The Fund CCO will document any such waivers. |
| b. | Limited Pre-clearance. The Securities pre-clearance
requirement contained in IV.B.2. below shall only apply to an Independent Board Member if he or she knew that during the fifteen day
period before the proposed transaction in a Reportable Security (other than Exempt Transactions) or at the time of the transaction that
the Reportable Security to be purchased or sold by him or her (other than Exempt Transactions) was also purchased or sold by the Fund(s) or
considered for the purchase or sale by the Fund(s) (i) for which such Independent Board Member acts as a Director or Trustee
or (ii) any Aberdeen-advised U.S. Registered Fund (closed-end, open-end, and ETFs).3 |
| c. | Pre-clearance Not Granted. When the securities pre-clearance requirement applies to an Independent Board
Member, no clearance will be given to the Independent Board Member to purchase or sell any Reportable Security (1) on a day when
any Fund has a pending “buy” or “sell” order in that same Reportable Security until that order is executed or
withdrawn or (2) when the Funds’ Chief Compliance Officer has been advised by the Funds’ investment adviser or investment
sub-adviser that the same Reportable Security is being considered for purchase or sale for any Fund. |
| 2. | Restrictions on Initial Public Offering or Limited Offering Personal Securities Transactions by Access
Persons Who Are Not Independent Board Members |
| a. | Pre-clearance. An Access Person who is not an Independent Board Member is prohibited from buying or selling
any Security through an Initial Public Offering or a Limited Offering for his or her personal portfolio or the portfolio of a member of
his or her immediate family without obtaining (i) email or other written authorization or (ii) oral authorization from a Funds
Chief Compliance Officer prior to effecting such Reportable Security transaction. |
A written authorization for such Security
transaction will be provided by the Funds’ Chief Compliance Officer or his/her delegate to the person receiving the oral authorization
(if granted). The written authorization will also be provided to the Funds’ administrator to memorialize the email and oral authorization
that was granted.
Note: If an Access Person has questions
as to whether purchasing or selling a Reportable Security for his or her personal portfolio or the portfolio of a member of his or her
immediate family requires prior oral authorization, the Access Person should consult the Funds’ Chief Compliance Officer for clearance
or denial of clearance to trade prior to effecting any Reportable Securities transition.
| 3 | Because monitoring the publication of the portfolio holdings
of series of abrdn ETFs and abrdn Funds that operate as ETFs is not construed to be within the ordinary course of fulfilling the duties
of a board member, the publication or availability of such portfolio holdings shall not be construed to impart actual or constructive
knowledge of such series’ portfolio transactions on an Independent Board Member. |
| b. | Pre-clearance Expiration. Pre-clearance approval will expire at the close of business on the trading day
after the date on which written or oral authorization is received, and the Access Person is required to renew clearance for the transaction
if the trade is not completed before the authority expires. |
| c. | Pre-clearance Not Granted. No pre-clearance will be given to purchase or sell any Reportable Security
(1) on a day when any Fund has a pending “buy” or “sell” order in that same Reportable Security until that
order is executed or withdrawn or (2) when the Funds’ Chief Compliance Officer has been advised by the Funds’ investment
adviser or investment sub-adviser that the same Reportable Security is being considered for purchase or sale for any Fund. |
| 3. | Additional Restrictions on Investment Personnel |
| a. | Gifts. No investment personnel shall receive any gift or other thing of more than de minimis value
from any person or entity that does business with or on behalf of the Funds. |
| b. | Board Service. Investment Personnel shall not serve on the boards of directors of publicly traded companies
absent prior authorization by the Funds’ Chief Compliance Officer. |
| V. | Procedures – Initial Holdings Reports, Annual Holdings Reports and Quarterly Transaction Reports |
| A. | In order to provide the Funds with information to enable it to determine with reasonable assurance whether
the provisions of this Code of Ethics are being observed by its Access Persons: |
| 1. | Independent Board Members |
| a. | Holdings Reports Not Required – Each Independent Board Member need not make initial or annual holdings
reports. |
| b. | Limited Quarterly Transaction Reporting – An Independent Board Member must submit the same quarterly
transaction report as required under paragraph V.A.2.d below to the Chief Compliance Officer of the Funds, but only for a transaction
in a Reportable Security where he or she knew at the time of the transaction or, in the ordinary course of fulfilling his or her official
duties as an Independent Board Member, should have known that during the 15-day period immediately preceding or after the date of the
transaction, such Reportable Security is or was purchased or sold, or considered by the Funds, its investment adviser or investment sub-adviser
for purchase or sale by the Fund (i) for which such Independent Board Member acts as a Director or Trustee or (ii) any Aberdeen-advised
U.S. Registered Fund (closed-end, open-end, and ETFs). |
| 2. | Access Persons Who Are Not Independent Board Members |
| a. | Initial Holdings Reports – Each Access Person who is not an Independent Board Member will submit
to the Chief Compliance Officer or his/her designee of the Funds an Initial Holdings Report in the form attached hereto as Exhibit A
that lists all Reportable Securities in which the Access Person has Beneficial Ownership. |
| (i) | The Initial Holdings Report must be submitted within ten days of becoming an Access Person and must contain
information current as of a date no more than 45 days prior to becoming an Access Person. |
| (ii) | The Initial Holdings Report must include the title of each Reportable Security, the number of shares held
(for equity securities), the principal amount (for debt securities) of each Reportable Security, the date the report is submitted as well
as a list of any Securities accounts maintained with any broker, dealer or bank in which any Securities were held for the direct or indirect
benefit of the Access Person as of the date the person became an Access Person of the Funds. |
| (iii) | An Access Person need not include in the report transactions effected for, and Reportable Securities held
in, any account over which the Access Person has no direct or indirect influence or control. |
| (iv) | The report may contain a statement that the report shall not be construed as an admission by the person
making such report that he or she has any direct or indirect beneficial ownership in the Reportable Security to which the report relates. |
| b. | Annual Holdings Reports – Each Access Person of the Funds who is not an Independent Board Member
will also submit to the Chief Compliance Officer or his/her designee of the Funds an Annual Holdings Report attached hereto as Exhibit A
no later than 30 days after the end of the calendar year. |
| (i) | The information contained in the Annual Holdings Report must be current as of a date no more than 45 days
before the report is submitted. |
| (ii) | The Annual Holdings Report must list all Reportable Securities in which the Access Person has Beneficial
Ownership, the title of each Reportable Security, the number of shares held (for equity securities), the principal amount (for debt securities)
of the Reportable Security, and the date the report is submitted. The Report must also list any Securities accounts maintained with any
broker, dealer or bank in which any Securities were held for the direct or indirect benefit of the Access Person. |
| (iii) | An Access Person need not include in the report transactions effected for, and Reportable Securities held
in, any account over which the Access Person has no direct or indirect influence or control. |
| (iv) | The report may contain a statement that the report shall not be construed as an admission by the person
making such report that he or she has any direct or indirect beneficial ownership in the Reportable Security to which the report relates. |
| c. | Securities Confirmations – Each Access Person of the Funds who is not an Independent Board Member
shall direct his or her broker to supply to a Chief Compliance Officer or his/her designee of the Funds, on a timely basis, duplicate
copies of confirmation of all personal Securities transactions and copies of periodic statements for all Securities accounts in which
the Access Person has Beneficial Ownership. |
| d. | Quarterly Transaction Reports – Each Access Person of the Funds who is not an Independent Board
Member shall submit reports in the form attached hereto as Exhibit B to the Chief Compliance Officer or his/her designee of
the Funds, showing all transactions in Reportable Securities in which the person has, or by reason of such transaction acquires, any direct
or indirect Beneficial Ownership, as well as all accounts established with brokers, dealers or banks during the quarter in which any Securities
were held for the direct or indirect beneficial interest of the Access Person. |
| (i) | Quarterly transaction reports shall be filed no later than 30 days after the end of each calendar quarter. |
| (ii) | The report shall include (a) the date of the transaction, (b) the title of the Reportable Security,
(c) the interest rate and maturity date (if applicable), (d) the number of shares (for equity securities), (e) the principal
amount of each Reportable Security involved; (f) the nature of the transaction (i.e., purchase, sale or any other type of acquisition
or disposition), (g) the price at which the transaction was effected, (h) the name of the broker, dealer or bank with or through
whom the transaction was effected; and (i) the date the report is submitted. In addition, with respect to any account established
by the Access Person in which any Reportable Securities were held during the quarter for the direct or indirect benefit of the Access
Person, the Access Person shall report the following information: (a) the name and address of the broker, dealer or bank with whom
the Access Person established the account; (b) the date the account was established; and (c) the date the report is submitted. |
| (iii) | An Access Person of the Funds need not make a quarterly transaction report with respect to (a) transactions
effected pursuant to an Automatic Investment Plan, (b) a transaction if all of the information required by paragraph (ii) above
is contained in the brokerage confirmations or account statements required to be submitted under paragraph (c) above, and (c) transactions
effected for, and Reportable Securities held in, any account over which the Access Person has no direct or indirect influence or control. |
| (iv) | The report may contain a statement that the report shall not be construed as an admission by the person
making such report that he or she has any direct or indirect beneficial ownership in the Reportable Security to which the report relates. |
| 3. | Identification of Access Persons – The Chief Compliance Officer or his/her designee of the
Funds shall notify each Access Person of the Funds who may be subject to the pre-clearance requirement or required to make reports pursuant
to this Code of Ethics that such person is subject to the pre-clearance or reporting requirements and shall deliver a copy of this Code
of Ethics to each such person. |
| 4. | Compliance Review – The Chief Compliance Officer or his/her designee of the Funds shall (i) with
regard to any Access Persons or Investment Personnel reporting directly under this Code of Ethics, review any initial holdings reports,
annual holdings reports, and quarterly transaction reports that are received by the Chief Compliance Officer or his/her designee under
this Code of Ethics, and as appropriate compare the reports with the pre-clearance authorization received; (ii) with regard to any
Excluded Advisory Personnel reporting under a Code of Ethics of the Funds’ investment adviser, sub-advisers or principal underwriter,
quarterly contact the compliance officer of such investment adviser, sub-advisers or principal underwriter regarding the compliance of
such Access Persons or Investment Personnel with their Code of Ethics and (iii) report to the Funds’ Board: (a) with respect
to any transaction that appears to evidence a violation of this Code or the investment adviser’s, sub-advisers’ or principal
underwriter’s Codes of Ethics; and (b) violations of the reporting requirement stated in such Codes of Ethics. |
| 5. | Board Review – The Board shall review the operation of this Code of Ethics at least once
a year. |
| 6. | Service Provider Code of Ethics – The investment adviser, any investment sub-advisers and
the principal underwriter shall adopt, maintain and enforce a separate code of ethics with respect to their personnel in compliance with
Rule 17j-1 of the 1940 Act and Rule 204A-1 of the Investment Advisers Act of 1940, as applicable. Any material changes to the
investment adviser’s, investment sub-adviser’s or principal underwriter’s code will be approved by the Board no later
than six months after such change. |
| 7. | Board Reporting – At each quarterly Board meeting, the Chief Compliance Officer of the Funds’
investment adviser, any investment sub-adviser and the principal underwriter of the Funds shall provide a written report to the Funds’
Board stating: |
| a. | any reported Securities transaction that occurred during the prior quarter that materially violated (either
individually or in the aggregate) the provisions of the code of ethics adopted by the investment adviser, any investment sub-adviser or
principal underwriter; and |
| b. | all disciplinary actions4 taken in response to such violations. |
| 8. | Annual Reports – At least once a year, the Funds’ Chief Compliance Officer shall provide
to the Board a written report that contains any previously reported material violations of the code or procedures and sanctions imposed
in response to material violations, any recommended changes in the code or procedures, and a certification that the procedures which have
been adopted are those reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating their respective
Codes of Ethics. The written report will also include an assessment of the effectiveness of the Service Providers’ Codes of Ethics
outlined in Section 6 above. |
| 9. | Recordkeeping – This Code, the codes of the investment adviser, any investment sub-adviser and principal underwriter,
a copy of each report by an Access Person, any record of any violation of this Code of Ethics and any action taken as a result thereof,
any written report hereunder by the Chief Compliance Officer of the investment adviser, investment sub-adviser or the principal underwriter,
records of approvals relating to Initial Public Offerings and Limited Offerings, lists of all persons required to make reports and a list
of all persons responsible for reviewing such reports shall be preserved with the Funds’ records for the period required by Rule 17j-1
of the 1940 Act. |
IV. Certification
Each Access Person, including
an Independent Board Member, will be required to certify annually that he or she has read and understood this Code of Ethics, and will
abide by it. Each Access Person, including an Independent Board Member, will further certify that he or she has disclosed or reported
all personal Securities transactions required to be disclosed or reported under the Code of Ethics. Certification of compliance with the
Code of Ethics by an Independent Board Member will occur annually.
| 4 | Disciplinary action includes but is not limited to any action
that has a material financial effect upon the employee, such as fining, suspending, or demoting the employee, imposing a substantial
fine or requiring the disgorgement of profits. |
Code of Ethics
Exhibit A
HOLDINGS REPORT
| For the Year/Period Ended |
|
|
| |
(Month/day/year) |
|
¨ Check here if this is an Initial Holdings
Report
To: ______________,
as the Chief Compliance Officer of [Name of Aberdeen Fund]
From: ____________________________________
As of the calendar year/period
referred to above, I have a direct or indirect beneficial ownership interest in the Securities listed below which are required to
be reported pursuant to the Code of Ethics of the Funds.
| Title of Security |
Number of Shares |
Principal Amount |
| |
|
|
| |
|
|
| |
|
|
The name and address of any
broker, dealer or bank with whom I maintain an account in which my Securities are held for my direct or indirect benefit are as follows.
For Initial Holdings Reports:
This report contains information current as of a date no more than 45 days prior to the date of becoming an Access Person.
For Annual Holdings Reports:
This report contains information current as of a date no more than 45 days before the report is submitted.
This report (i) excludes
transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required
to be reported and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the Securities listed
above.
Code of Ethics
Exhibit B
QUARTERLY SECURITIES TRANSACTION REPORT
| For the Calendar Quarter Ended |
|
|
| |
(month/day/year) |
|
To: ______________,
Chief Compliance Officer
From: ____________________________________
During the quarter referred
to above, the following transactions were effected in Securities of which I had, or by reason of such transaction acquired, direct or
indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics of the Funds:
| Security |
Date of
Transaction |
Number
of
Shares |
Principal
Amount |
Interest
Rate and
Maturity
Rate (if
applicable) |
Nature of
Transaction
(Purchase,
Sale, or
Other) |
Price |
Broker/Dealer
or Bank
Though Whom
Effected |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
During the quarter referred
to above, I established the following accounts in which Securities were held during the quarter for my direct or indirect benefit:
Name and address of the broker, dealer or bank
with which I established the account. |
The date the account was established. |
| |
|
| |
|
| |
|
This report (i) excludes
transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required
to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the Securities listed
above.
Exhibit 99.CERT
Certification
Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Sharon Ferrari, certify that:
| 1. | I have reviewed this report on Form N-CSR of abrdn Global Infrastructure Income Fund (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this
report; |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s
auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and
report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
Date: December 8, 2025
| /s/ Sharon Ferrari |
|
| Sharon Ferrari |
|
| Principal Financial Officer |
|
Certification
Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Alan Goodson, certify that:
| 1. | I have reviewed this report on Form N-CSR of abrdn Global Infrastructure Income Fund (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this
report; |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s
auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and
report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
Date: December 8, 2025
| /s/ Alan Goodson |
|
| Alan Goodson |
|
| Principal Executive Officer |
|
Exhibit 99.906CERT
Certification
Pursuant to Rule 30a-2(b) under
the 1940 Act and Section 906 of the Sarbanes-Oxley Act
Alan Goodson, Principal Executive Officer, and
Sharon Ferrari, Principal Financial Officer, of abrdn Global Infrastructure Income Fund (the “Registrant”), each certify that:
| 1. | The Registrant’s periodic report on Form N-CSR for the period ended September 30, 2025
(the “Form N-CSR”) fully complies with the requirements of Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, as applicable; and |
| 2. | The information contained in the Form N-CSR fairly presents, in all material respects, the financial
condition and results of operations of the Registrant. |
PRINCIPAL EXECUTIVE OFFICER
abrdn Global Infrastructure Income Fund
| /s/ Alan Goodson |
|
| Alan Goodson |
|
| Date: December 8, 2025 |
|
PRINCIPAL FINANCIAL OFFICER
abrdn Global Infrastructure Income Fund
| /s/ Sharon Ferrari |
|
| Sharon Ferrari |
|
| Date: December 8, 2025 |
|
This certification is being furnished solely pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document.
A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Registrant
and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.(c)(1)
FOR IMMEDIATE RELEASE
For More Information Contact:
Aberdeen Investments U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@aberdeenplc.com
ABERDEEN INVESTMENTS
U.S. CLOSED-END FUNDS
ANNOUNCE
DISTRIBUTION PAYMENT DETAILS
(Philadelphia, June 30, 2025) - The Aberdeen Investments U.S.
Closed-End Funds (NYSE: ASGI, HQH, HQL, IFN, THQ), (NYSE American: IAF) (the “Funds” or individually the “Fund”),
today announced that the Funds paid the distributions noted in the table below on June 30, 2025, on a per share basis to all shareholders
of record as of June 23, 2025 (ex-dividend date June 23, 2025). These dates apply to the Funds listed below with the exception
of abrdn Healthcare Investors (HQH), abrdn Life Sciences Investors (HQL), abrdn Australia Equity Fund, Inc. (IAF) and the India
Fund Inc. (IFN) which paid on June 30, 2025, to all shareholders of record as of May 22, 2025 (ex-dividend date May 22,
2025).
| Ticker | |
Exchange | |
Fund | |
Amount | |
| ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.2100 | |
| HQH | |
NYSE | |
abrdn Healthcare Investors | |
$ | 0.5400 | |
| HQL | |
NYSE | |
abrdn Life Sciences Investors | |
$ | 0.4300 | |
| IAF | |
NYSE American | |
abrdn Australia Equity Fund, Inc. | |
$ | 0.1200 | |
| IFN | |
NYSE | |
The India Fund, Inc. | |
$ | 0.4100 | |
| THQ | |
NYSE | |
abrdn Healthcare Opportunities Fund | |
$ | 0.1800 | |
Each Fund has adopted a distribution policy to provide investors with
a stable distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
For the abrdn Healthcare Investors (HQH), abrdn Life Sciences Investors
(HQL), abrdn Australia Equity Fund, Inc. (IAF) and the India Fund Inc. (IFN) the stock distributions were automatically paid in newly
issued shares of the Fund unless otherwise instructed by the shareholder to be paid in cash. Shares of common stock were issued at the
lower of the net asset value (“NAV”) per share or the market price per share with a floor for the NAV of not less than 95%
of the market price on June 17, 2025. The reinvestment prices per share for these distributions were as follows: $15.32 for abrdn
Healthcare Investors (HQH); $12.60 for abrdn Life Sciences Investors (HQL); $4.44 for abrdn Australia Equity Fund, Inc. (IAF) and
$15.94 for the India Fund, Inc. (IFN). Fractional shares were generally settled in cash, except for registered shareholders with
book entry accounts at Computershare Investor Services who had whole and fractional shares added to their account.
To have received the abrdn Healthcare Investors (HQH), abrdn Life Sciences
Investors (HQL), abrdn Australia Equity Fund, Inc. (IAF) and the India Fund Inc. (IFN) quarterly distributions payable in June 2025
in cash instead of shares of common stock, for shareholders who hold shares in “street name,” the bank, brokerage or nominee
who holds the shares must have advised the Depository Trust Company as to the full and fractional shares for which they want the distribution
paid in cash by June 16, 2025; and for shares that are held in registered form, written notification for the election of cash by
registered shareholders must have been received by Computershare Investor Services prior to June 16, 2025.
Under applicable U.S. tax rules, the amount and character
of distributable income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year.
However, under Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the Funds
may be required to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of
the sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have
been computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current
distributions paid this month as well as for the cumulative distributions paid relating to fiscal year to date, from the following sources:
net investment income; net realized short-term capital gains; net realized long-term capital gains; and return of capital. The estimated
compositions of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains
and losses on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
| Estimated Amounts of Current Distribution per Share |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.2100 | | |
$ | 0.0252 | | |
| 12 | % | |
$ | 0.0042 | | |
| 2 | % | |
$ | 0.0861 | | |
| 41 | % | |
$ | 0.0945 | | |
| 45 | % |
| HQH | |
$ | 0.5400 | | |
| - | | |
| - | | |
$ | 0.2322 | | |
| 43 | % | |
$ | 0.0486 | | |
| 9 | % | |
$ | 0.2592 | | |
| 48 | % |
| HQL | |
$ | 0.4300 | | |
| - | | |
| - | | |
$ | 0.1986 | | |
| 46 | % | |
$ | 0.0916 | | |
| 21 | % | |
$ | 0.1398 | | |
| 33 | % |
| IAF | |
$ | 0.1200 | | |
$ | 0.0120 | | |
| 10 | % | |
| - | | |
| - | | |
$ | 0.0264 | | |
| 22 | % | |
$ | 0.0816 | | |
| 68 | % |
| IFN | |
$ | 0.4100 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.4100 | | |
| 100 | % | |
| - | | |
| - | |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0126 | | |
| 7 | % | |
| - | | |
| - | | |
$ | 0.1674 | | |
| 93 | % |
| Estimated Amounts of Fiscal Year* to Date Cumulative Distributions per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 1.8100 | | |
$ | 0.2172 | | |
| 12 | % | |
$ | 0.0362 | | |
| 2 | % | |
$ | 0.7421 | | |
| 41 | % | |
$ | 0.8145 | | |
| 45 | % |
| HQH | |
$ | 1.7300 | | |
| - | | |
| - | | |
$ | 0.7439 | | |
| 43 | % | |
$ | 0.1557 | | |
| 9 | % | |
$ | 0.8304 | | |
| 48 | % |
| HQL | |
$ | 1.4000 | | |
| - | | |
| - | | |
$ | 0.6468 | | |
| 46 | % | |
$ | 0.2982 | | |
| 21 | % | |
$ | 0.4550 | | |
| 33 | % |
| IAF | |
$ | 0.3700 | | |
$ | 0.0370 | | |
| 10 | % | |
| - | | |
| - | | |
$ | 0.0814 | | |
| 22 | % | |
$ | 0.2516 | | |
| 68 | % |
| IFN | |
$ | 0.8700 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.8700 | | |
| 100 | % | |
| - | | |
| - | |
| THQ | |
$ | 1.6200 | | |
| - | | |
| - | | |
$ | 0.1134 | | |
| 7 | % | |
| - | | |
| - | | |
$ | 1.5066 | | |
| 93 | % |
* ASGI, HQH, HQL and THQ have a 9/30 fiscal year end. IAF
has a 10/31 fiscal year end. IFN has a 12/31 fiscal year end.
**includes currency gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that Fund estimates that it has distributed more than its income and capital
gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all
the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
As of June 20, 2025, after giving effect to this payment HQL estimates
it has a net deficit $2,445,453. of A net deficit results when the Fund has net unrealized losses that are in excess of any net realized
gains that have not yet been distributed.
The amounts and sources of distributions reported in this notice
are only estimates and are not being provided for tax reporting purposes. The final determination of the source of all distributions for
the current year will only 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 remainder of the fiscal year and may be subject to change based on tax regulations.
After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar year that will tell you
how to report these distributions for federal income tax purposes.
The following tables provide the Funds’ total return performance
based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution rates.
| Fund
Performance and Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
05/31/20251 | | |
Current
Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| ASGI3 | |
| 9.96 | %3 | |
| 11.35 | % | |
| 7.93 | % | |
| 7.54 | % |
| THQ | |
| 5.03 | % | |
| 12.22 | % | |
| -16.81 | % | |
| 8.15 | % |
1 Return
data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained under the Fund’s
dividend reinvestment plan.
2 Based
on the Fund’s NAV as of May 31, 2025.
3 The
Fund launched within the past 5 years; the performance and distribution rate information presented reflects data from inception (July 29,
2020) through May 31, 2025.
| Fund Performance and
Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
04/30/20251 | | |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| HQH | |
| 4.82 | % | |
| 13.01 | % | |
| -5.48 | % | |
| 6.64 | % |
| HQL | |
| 3.78 | % | |
| 13.45 | % | |
| -6.93 | % | |
| 6.83 | % |
| IAF | |
| 12.39 | % | |
| 10.40 | % | |
| -0.50 | % | |
| 5.31 | % |
| IFN | |
| 14.16 | % | |
| 10.68 | % | |
| -3.10 | % | |
| 2.67 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested
at prices obtained under the Fund’s dividend reinvestment plan.
2 Based on the Fund’s NAV as of April 30, 2025.
Shareholders should not draw any conclusions about a
Fund’s investment performance from the amount of the Fund’s current distributions or from the terms of the distribution
policy (the “Distribution Policy”).
While NAV performance may be indicative of the Fund’s investment
performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment
in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the
open market.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with the Distribution Policy
may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause an increase in the Fund’s
annual operating expense ratio and a decrease in the Fund’s market price per share to the extent the market price correlates closely
to the Fund’s net asset value per share. The Distribution Policy may also negatively affect the Fund’s investment activities
to the extent that the Fund is required to hold larger cash positions than it typically would hold or to the extent that the Fund must
liquidate securities that it would not have sold, for the purpose of paying the distribution. Each Fund’s Board has the right to
amend, suspend or terminate the Distribution Policy at any time. The amendment, suspension or termination of the Distribution Policy
may affect the Fund’s market price per share. Investors should consult their tax advisor regarding federal, state, and local tax
considerations that may be applicable in their particular circumstances.
Circular 230 disclosure: To ensure compliance with requirements
imposed by the U.S. Treasury, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or
(ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
Aberdeen Investments Global is the trade name of Aberdeen's investments
business, herein referred to as "Aberdeen Investments" or "Aberdeen". In the United States, Aberdeen Investments refers
to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited.
Closed-end funds are traded on the secondary market through one
of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s shares may
be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net
asset value (NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past
performance does not guarantee future results.
Closed end funds | Aberdeen
###
Exhibit 99.(c)(2)
FOR IMMEDIATE RELEASE
For More Information Contact:
Aberdeen Investments U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@aberdeenplc.com
ABERDEEN INVESTMENTS
U.S. CLOSED-END FUNDS
ANNOUNCE
DISTRIBUTION PAYMENT DETAILS
(Philadelphia, July 31, 2025) - The Aberdeen Investments
U.S. Closed-End Funds (NYSE: ASGI, THQ), (the “Funds” or individually the “Fund”), today announced that the
Funds paid the distributions noted in the table below on July 31, 2025, on a per share basis to all shareholders of record as of
July 24, 2025 (ex-dividend date July 24, 2025).
| Ticker | |
Exchange | |
Fund | |
Amount | |
| ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.2100 | |
| THQ | |
NYSE | |
abrdn Healthcare Opportunities Fund | |
$ | 0.1800 | |
Each Fund has adopted a distribution
policy to provide investors with a stable distribution out of current income, supplemented by realized capital gains and, to the extent
necessary, paid-in capital.
Under applicable U.S. tax rules, the amount and character
of distributable income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year.
However, under Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the Funds
may be required to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of the
sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have been
computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current distributions
paid this month as well as for the cumulative distributions paid relating to fiscal year to date, from the following sources: net investment
income; net realized short-term capital gains; net realized long-term capital gains; and return of capital. The estimated compositions
of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains and losses
on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
| Estimated Amounts of Current Distribution per Share |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.2100 | | |
$ | 0.0315 | | |
| 15 | % | |
$ | 0.0063 | | |
| 3 | % | |
$ | 0.0756 | | |
| 36 | % | |
$ | 0.0966 | | |
| 46 | % |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0180 | | |
| 10 | % | |
| - | | |
| - | | |
$ | 0.1620 | | |
| 90 | % |
| Estimated
Amounts of Fiscal Year* to Date Cumulative Distributions per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 2.0200 | | |
$ | 0.3030 | | |
| 15 | % | |
$ | 0.0606 | | |
| 3 | % | |
$ | 0.7272 | | |
| 36 | % | |
$ | 0.9292 | | |
| 46 | % |
| THQ | |
$ | 1.8000 | | |
| - | | |
| - | | |
$ | 0.1800 | | |
| 10 | % | |
| - | | |
| - | | |
$ | 1.6200 | | |
| 90 | % |
* ASGI and THQ have a 9/30 fiscal year end
**includes currency
gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that Fund estimates that it has distributed more than its income and capital
gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all
the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in
this notice are only estimates and are not being provided for tax reporting purposes. The final determination of the source of all distributions
for the current year will only 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 remainder of the fiscal year and may be subject to change based on tax regulations.
After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar year that will tell you
how to report these distributions for federal income tax purposes.
The following tables provide the Funds’ total return
performance based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution
rates.
| Fund Performance and Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
06/30/20251 | | |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| ASGI3 | |
| 10.29 | %3 | |
| 11.40 | % | |
| 10.39 | % | |
| 8.44 | % |
| THQ | |
| 5.85 | % | |
| 12.13 | % | |
| -15.30 | % | |
| 9.10 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained
under the Fund’s dividend reinvestment plan.
2 Based
on the Fund’s NAV as of June 30, 2025.
3 The
Fund launched within the past 5 years; the performance and distribution rate information presented reflects data from inception
(July 29, 2020) through June 30, 2025.
Shareholders should not
draw any conclusions about a Fund’s investment performance from the amount of the Fund’s current distributions or from the
terms of the distribution policy (the “Distribution Policy”).
While NAV performance may be indicative of the Fund’s
investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s
investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares
in the open market.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with the Distribution
Policy may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause an increase in
the Fund’s annual operating expense ratio and a decrease in the Fund’s market price per share to the extent the market
price correlates closely to the Fund’s net asset value per share. The Distribution Policy may also negatively affect the
Fund’s investment activities to the extent that the Fund is required to hold larger cash positions than it typically would
hold or to the extent that the Fund must liquidate securities that it would not have sold, for the purpose of paying the
distribution. Each Fund’s Board has the right to amend, suspend or terminate the Distribution Policy at any time. The
amendment, suspension or termination of the Distribution Policy may affect the Fund’s market price per share. Investors should
consult their tax advisor regarding federal, state, and local tax considerations that may be applicable in their particular
circumstances.
Circular 230 disclosure: To ensure compliance with requirements
imposed by the U.S. Treasury, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or
(ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
Aberdeen Investments Global is the trade name of Aberdeen's investments
business, herein referred to as "Aberdeen Investments" or "Aberdeen". In the United States, Aberdeen Investments refers
to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited.
Closed-end funds are traded on the secondary market through one
of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s shares may
be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net
asset value (NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past
performance does not guarantee future results.
Closed end funds | Aberdeen
###
Exhibit 99.(c)(3)
FOR IMMEDIATE RELEASE
For More Information Contact:
Aberdeen Investments U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@aberdeenplc.com
ABERDEEN INVESTMENTS
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
(Philadelphia, August 29,
2025) - The Aberdeen Investments U.S. Closed-End Funds (NYSE: ASGI, THQ), (the “Funds” or individually the “Fund”),
today announced that the Funds paid the distributions noted in the table below on August 29, 2025, on a per share basis to all shareholders
of record as of August 22, 2025 (ex-dividend date August 22, 2025).
| Ticker | |
Exchange | |
Fund | |
Amount | |
| ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.2100 | |
| THQ | |
NYSE | |
abrdn Healthcare Opportunities Fund | |
$ | 0.1800 | |
Each Fund has adopted a distribution
policy to provide investors with a stable distribution out of current income, supplemented by realized capital gains and, to the extent
necessary, paid-in capital.
Under applicable U.S. tax rules, the amount and character
of distributable income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year.
However, under Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the Funds
may be required to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of the
sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have been
computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current distributions
paid this month as well as for the cumulative distributions paid relating to fiscal year to date, from the following sources: net investment
income; net realized short-term capital gains; net realized long-term capital gains; and return of capital. The estimated compositions
of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains and losses
on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
| Estimated Amounts of Current Distribution per Share |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.2100 | | |
$ | 0.0294 | | |
| 14 | % | |
$ | 0.0063 | | |
| 3 | % | |
$ | 0.0756 | | |
| 36 | % | |
$ | 0.0987 | | |
| 47 | % |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0036 | | |
| 2 | % | |
| - | | |
| - | | |
$ | 0.1764 | | |
| 98 | % |
| Estimated Amounts of Fiscal Year* to Date Cumulative Distributions per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 2.2300 | | |
$ | 0.3122 | | |
| 14 | % | |
$ | 0.0669 | | |
| 3 | % | |
$ | 0.8028 | | |
| 36 | % | |
$ | 1.0481 | | |
| 47 | % |
| THQ | |
$ | 1.9800 | | |
| - | | |
| - | | |
$ | 0.0396 | | |
| 2 | % | |
| - | | |
| - | | |
$ | 1.9404 | | |
| 98 | % |
* ASGI and THQ have a 9/30 fiscal year end
**includes currency
gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that Fund estimates that it has distributed more than its income and capital
gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all
the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in
this notice are only estimates and are not being provided for tax reporting purposes. The final determination of the source of all distributions
for the current year will only 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 remainder of the fiscal year and may be subject to change based on tax regulations.
After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar year that will tell you
how to report these distributions for federal income tax purposes.
The following tables provide the Funds’ total return
performance based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution
rates.
| Fund Performance
and Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
07/31/20251 | | |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| ASGI | |
| 10.13 | % | |
| 11.56 | % | |
| 10.03 | % | |
| 9.55 | % |
| THQ | |
| 3.92 | % | |
| 12.80 | % | |
| -18.89 | % | |
| 10.67 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained under
the Fund’s dividend reinvestment plan.
2 Based
on the Fund’s NAV as of July 31, 2025.
Shareholders should not
draw any conclusions about a Fund’s investment performance from the amount of the Fund’s current distributions or from the
terms of the distribution policy (the “Distribution Policy”).
While NAV performance may be indicative of the Fund’s
investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s
investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares
in the open market.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with the Distribution
Policy may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause an increase in
the Fund’s annual operating expense ratio and a decrease in the Fund’s market price per share to the extent the market
price correlates closely to the Fund’s net asset value per share. The Distribution Policy may also negatively affect the
Fund’s investment activities to the extent that the Fund is required to hold larger cash positions than it typically would
hold or to the extent that the Fund must liquidate securities that it would not have sold, for the purpose of paying the
distribution. Each Fund’s Board has the right to amend, suspend or terminate the Distribution Policy at any time. The
amendment, suspension or termination of the Distribution Policy may affect the Fund’s market price per share. Investors should
consult their tax advisor regarding federal, state, and local tax considerations that may be applicable in their particular
circumstances.
Circular 230 disclosure: To ensure compliance with requirements
imposed by the U.S. Treasury, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or
(ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
Aberdeen Investments Global is the trade name of Aberdeen's investments
business, herein referred to as "Aberdeen Investments" or "Aberdeen". In the United States, Aberdeen Investments refers
to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited.
Closed-end funds are traded on the secondary market through one
of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s shares may
be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net
asset value (NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past
performance does not guarantee future results.
Closed end funds | Aberdeen
###
Exhibit 99.(c)(4)
FOR IMMEDIATE RELEASE
For More Information Contact:
Aberdeen Investments U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@aberdeenplc.com
ABERDEEN INVESTMENTS
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
(Philadelphia, September 30, 2025) - The Aberdeen Investments
U.S. Closed-End Funds (NYSE: ASGI, HQH, HQL, IFN, THQ), (NYSE American: IAF) (the “Funds” or individually the “Fund”),
today announced that the Funds paid the distributions noted in the table below on September 30, 2025, on a per share basis to all
shareholders of record as of September 23, 2025 (ex-dividend date September 23, 2025). These dates apply to the Funds listed
below with the exception of abrdn Healthcare Investors (HQH), abrdn Life Sciences Investors (HQL), abrdn Australia Equity Fund, Inc.
(IAF) and the India Fund Inc. (IFN) which paid on September 30, 2025, to all shareholders of record as of August 22, 2025 (ex-dividend
date August 22, 2025).
| Ticker | |
Exchange | |
Fund | |
Amount | |
| ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.2100 | |
| HQH | |
NYSE | |
abrdn Healthcare Investors | |
$ | 0.5100 | |
| HQL | |
NYSE | |
abrdn Life Sciences Investors | |
$ | 0.4200 | |
| IAF | |
NYSE American | |
abrdn Australia Equity Fund, Inc. | |
$ | 0.1200 | |
| IFN | |
NYSE | |
The India Fund, Inc. | |
$ | 0.4300 | |
| THQ | |
NYSE | |
abrdn Healthcare Opportunities Fund | |
$ | 0.1800 | |
Each Fund has adopted a distribution policy to provide investors with
a stable distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
For the abrdn Healthcare Investors (HQH), abrdn Life Sciences
Investors (HQL), abrdn Australia Equity Fund, Inc. (IAF) and the India Fund Inc. (IFN) the stock distributions were
automatically paid in newly issued shares of the Fund unless otherwise instructed by the shareholder to be paid in cash. Shares of
common stock were issued at the lower of the net asset value (“NAV”) per share or the market price per share with a
floor for the NAV of not less than 95% of the market price on September 17, 2025. The reinvestment prices per share for these
distributions were as follows: $16.50 for abrdn Healthcare Investors (HQH); $13.95 for abrdn Life Sciences Investors (HQL); $4.63
for abrdn Australia Equity Fund, Inc. (IAF) and $15.14 for the India Fund, Inc. (IFN). Fractional shares were generally
settled in cash, except for registered shareholders with book entry accounts at Computershare Investor Services who had whole and
fractional shares added to their account.
To have received the abrdn Healthcare Investors (HQH), abrdn Life
Sciences Investors (HQL), abrdn Australia Equity Fund, Inc. (IAF) and the India Fund Inc. (IFN) quarterly distributions payable
in September 2025 in cash instead of shares of common stock, for shareholders who hold shares in “street name,” the
bank, brokerage or nominee who holds the shares must have advised the Depository Trust Company as to the full and fractional shares
for which they want the distribution paid in cash by September 16, 2025; and for shares that are held in registered form,
written notification for the election of cash by registered shareholders must have been received by Computershare Investor Services
prior to September 16, 2025.
Under applicable U.S. tax rules, the amount and character
of distributable income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year.
However, under Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the Funds
may be required to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of
the sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have
been computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current
distributions paid this month as well as for the cumulative distributions paid relating to fiscal year to date, from the following sources:
net investment income; net realized short-term capital gains; net realized long-term capital gains; and return of capital. The estimated
compositions of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains
and losses on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
| Estimated Amounts of Current Distribution per Share |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.2100 | | |
$ | 0.0252 | | |
| 12 | % | |
$ | 0.0063 | | |
| 3 | % | |
$ | 0.0714 | | |
| 34 | % | |
$ | 0.1071 | | |
| 51 | % |
| HQH | |
$ | 0.5100 | | |
| - | | |
| - | | |
$ | 0.1020 | | |
| 20 | % | |
| - | | |
| - | | |
$ | 0.4080 | | |
| 80 | % |
| HQL | |
$ | 0.4200 | | |
| - | | |
| - | | |
$ | 0.2461 | | |
| 59 | % | |
| - | | |
| - | | |
$ | 0.1739 | | |
| 41 | % |
| IAF | |
$ | 0.1200 | | |
$ | 0.0132 | | |
| 11 | % | |
| - | | |
| - | | |
$ | 0.0348 | | |
| 29 | % | |
$ | 0.0720 | | |
| 60 | % |
| IFN | |
$ | 0.4300 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 0.4300 | | |
| 100 | % | |
| - | | |
| - | |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0018 | | |
| 1 | % | |
| - | | |
| - | | |
$ | 0.1782 | | |
| 99 | % |
| Estimated Amounts of Fiscal Year* to Date Cumulative Distributions per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 2.4400 | | |
$ | 0.2928 | | |
| 12 | % | |
$ | 0.0732 | | |
| 3 | % | |
$ | 0.8296 | | |
| 34 | % | |
$ | 1.2444 | | |
| 51 | % |
| HQH | |
$ | 2.2400 | | |
| - | | |
| - | | |
$ | 0.4480 | | |
| 20 | % | |
| - | | |
| - | | |
$ | 1.7920 | | |
| 80 | % |
| HQL | |
$ | 1.8200 | | |
| - | | |
| - | | |
$ | 1.0665 | | |
| 59 | % | |
| - | | |
| - | | |
$ | 0.7535 | | |
| 41 | % |
| IAF | |
$ | 0.4900 | | |
$ | 0.0539 | | |
| 11 | % | |
| - | | |
| - | | |
$ | 0.1421 | | |
| 29 | % | |
$ | 0.2940 | | |
| 60 | % |
| IFN | |
$ | 1.3000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 1.3000 | | |
| 100 | % | |
| - | | |
| - | |
| THQ | |
$ | 2.1600 | | |
| - | | |
| - | | |
$ | 0.0216 | | |
| 1 | % | |
| - | | |
| - | | |
$ | 2.1384 | | |
| 99 | % |
* ASGI, HQH, HQL and THQ have
a 9/30 fiscal year end. IAF has a 10/31 fiscal year end. IFN has a 12/31 fiscal year end.
**includes currency gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that Fund estimates that it has distributed more than its income and capital
gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all
the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in this notice
are only estimates and are not being provided for tax reporting purposes. The final determination of the source of all distributions for
the current year will only 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 remainder of the fiscal year and may be subject to change based on tax regulations.
After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar year that will tell you
how to report these distributions for federal income tax purposes.
The following tables provide the Funds’ total return performance
based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution rates.
| Fund Performance
and Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
08/31/20251 | | |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| ASGI | |
| 9.97 | % | |
| 11.61 | % | |
| 10.68 | % | |
| 10.60 | % |
| THQ | |
| 4.64 | % | |
| 12.21 | % | |
| -14.06 | % | |
| 11.19 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained
under the Fund’s dividend reinvestment plan.
2 Based
on the Fund’s NAV as of August 31, 2025.
| Fund Performance
and Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
07/31/20251 | | |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| HQH | |
| 3.44 | % | |
| 13.11 | % | |
| -5.37 | % | |
| 9.99 | % |
| HQL | |
| 3.50 | % | |
| 12.55 | % | |
| -1.18 | % | |
| 9.60 | % |
| IAF | |
| 10.33 | % | |
| 9.78 | % | |
| 8.69 | % | |
| 7.39 | % |
| IFN | |
| 10.89 | % | |
| 10.27 | % | |
| -5.05 | % | |
| 5.29 | % |
1 Return
data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained under the Fund’s
dividend reinvestment plan.
2 Based
on the Fund’s NAV as of July 31, 2025.
Shareholders should not draw any conclusions about a
Fund’s investment performance from the amount of the Fund’s current distributions or from the terms of the distribution
policy (the “Distribution Policy”).
The value at which a closed-end fund stock may trade on a public
exchange is a function of external market factors that are not at the control of the Fund’s Board or Investment Advisor. Closed-end
Fund shares may therefore trade at a premium or a discount to net asset value at any given time. Shareholders should be aware that a fund
trading at a premium to net asset value may not be sustainable and a fund’s discount to net asset value, can widen as well as narrow.
Shareholders of a fund trading at a premium who participate in that fund’s dividend reinvestment plan should note the reinvestment
of distributions may occur at a premium to net asset value.
While NAV performance may be indicative of the Fund’s investment
performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment
in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the
open market.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with the Distribution
Policy may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause an increase in
the Fund’s annual operating expense ratio and a decrease in the Fund’s market price per share to the extent the market
price correlates closely to the Fund’s net asset value per share. The Distribution Policy may also negatively affect the
Fund’s investment activities to the extent that the Fund is required to hold larger cash positions than it typically would
hold or to the extent that the Fund must liquidate securities that it would not have sold, for the purpose of paying the
distribution. Each Fund’s Board has the right to amend, suspend or terminate the Distribution Policy at any time. The
amendment, suspension or termination of the Distribution Policy may affect the Fund’s market price per share. Investors should
consult their tax advisor regarding federal, state, and local tax considerations that may be applicable in their particular
circumstances.
Circular 230 disclosure: To ensure compliance with requirements
imposed by the U.S. Treasury, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or
(ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
Aberdeen Investments Global is the trade name of Aberdeen's investments
business, herein referred to as "Aberdeen Investments" or "Aberdeen". In the United States, Aberdeen Investments refers
to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited.
Closed-end funds are traded on the secondary market through one
of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s shares may
be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net
asset value (NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past
performance does not guarantee future results.
Closed end funds | Aberdeen
###
Exhibit 99.(c)(5)
FOR IMMEDIATE RELEASE
For More Information Contact:
Aberdeen Investments U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@aberdeenplc.com
ABERDEEN INVESTMENTS
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
(Philadelphia, October 31,
2025) - The Aberdeen Investments U.S. Closed-End Funds (NYSE: ASGI, THQ), (the “Funds” or individually the “Fund”),
today announced that the Funds paid the distributions noted in the table below on October 31, 2025, on a per share basis to all
shareholders of record as of October 24, 2025 (ex-dividend date October 24, 2025).
| Ticker | |
Exchange | |
Fund | |
Amount | |
| ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.2100 | |
| THQ | |
NYSE | |
abrdn Healthcare Opportunities Fund | |
$ | 0.1800 | |
Each Fund has adopted a distribution policy to provide investors
with a stable distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
Under applicable U.S. tax rules, the amount and character
of distributable income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year.
However, under Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the Funds
may be required to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of the
sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have been
computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current distributions
paid this month as well as for the cumulative distributions paid relating to fiscal year to date, from the following sources: net investment
income; net realized short-term capital gains; net realized long-term capital gains; and return of capital. The estimated compositions
of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains and losses
on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
| Estimated Amounts of Current Distribution per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.2100 | | |
| - | | |
| - | | |
$ | 0.1050 | | |
| 50 | % | |
$ | 0.1050 | | |
| 50 | % | |
| - | | |
| - | |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0396 | | |
| 22 | % | |
$ | 0.0396 | | |
| 22 | % | |
$ | 0.1008 | | |
| 56 | % |
| Estimated Amounts of Fiscal Year* to Date Cumulative Distributions per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.2100 | | |
| - | | |
| - | | |
$ | 0.1050 | | |
| 50 | % | |
$ | 0.1050 | | |
| 50 | % | |
| - | | |
| - | |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0396 | | |
| 22 | % | |
$ | 0.0396 | | |
| 22 | % | |
$ | 0.1008 | | |
| 56 | % |
* ASGI and THQ have a 9/30 fiscal year end
**includes currency
gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that Fund estimates that it has distributed more than its income and capital
gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all
the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in
this notice are only estimates and are not being provided for tax reporting purposes. The final determination of the source of all distributions
for the current year will only 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 remainder of the fiscal year and may be subject to change based on tax regulations.
After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar year that will tell you
how to report these distributions for federal income tax purposes.
The following tables provide the Funds’ total return
performance based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution
rates.
| Fund Performance
and Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
09/30/20251 | | |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| ASGI | |
| 11.27 | % | |
| 11.49 | % | |
| 12.96 | % | |
| 11.49 | % |
| THQ | |
| 5.73 | % | |
| 12.07 | % | |
| -12.19 | % | |
| 12.07 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained under
the Fund’s dividend reinvestment plan.
2 Based
on the Fund’s NAV as of September 30, 2025.
Shareholders should not
draw any conclusions about a Fund’s investment performance from the amount of the Fund’s current distributions or from the
terms of the distribution policy (the “Distribution Policy”).
The value at which a closed-end fund stock may trade
on a public exchange is a function of external market factors that are not at the control of the Fund’s Board or Investment Advisor.
Closed-end Fund shares may therefore trade at a premium or a discount to net asset value at any given time. Shareholders should be aware
that a fund trading at a premium to net asset value may not be sustainable and a fund’s discount to net asset value, can widen as
well as narrow. Shareholders of a fund trading at a premium who participate in that fund’s dividend reinvestment plan should note
the reinvestment of distributions may occur at a premium to net asset value.
While NAV performance may be indicative of the Fund’s investment
performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment
in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the
open market.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with the Distribution
Policy may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause an increase in
the Fund’s annual operating expense ratio and a decrease in the Fund’s market price per share to the extent the market
price correlates closely to the Fund’s net asset value per share. The Distribution Policy may also negatively affect the
Fund’s investment activities to the extent that the Fund is required to hold larger cash positions than it typically would
hold or to the extent that the Fund must liquidate securities that it would not have sold, for the purpose of paying the
distribution. Each Fund’s Board has the right to amend, suspend or terminate the Distribution Policy at any time. The
amendment, suspension or termination of the Distribution Policy may affect the Fund’s market price per share. Investors should
consult their tax advisor regarding federal, state, and local tax considerations that may be applicable in their particular
circumstances.
Circular 230 disclosure: To ensure compliance with requirements
imposed by the U.S. Treasury, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or
(ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
Aberdeen Investments Global is the trade name of Aberdeen's investments
business, herein referred to as "Aberdeen Investments" or "Aberdeen". In the United States, Aberdeen Investments refers
to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited."
Closed-end funds are traded on the secondary market through one
of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s shares may
be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net
asset value (NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past
performance does not guarantee future results.
Closed end funds | Aberdeen
###
Exhibit 99.(c)(6)
FOR IMMEDIATE RELEASE
For More Information Contact:
Aberdeen Investments U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@aberdeenplc.com
ABERDEEN INVESTMENTS
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
(Philadelphia, November 28, 2025) - The Aberdeen
Investments U.S. Closed-End Funds (NYSE: ASGI, THQ), (the “Funds” or individually the “Fund”), today announced
that the Funds paid the distributions noted in the table below on November 28, 2025, on a per share basis to all shareholders of
record as of November 21, 2025 (ex-dividend date November 21, 2025).
| Ticker | |
Exchange | |
Fund | |
Amount | |
| ASGI | |
NYSE | |
abrdn Global Infrastructure Income Fund | |
$ | 0.2100 | |
| THQ | |
NYSE | |
abrdn Healthcare Opportunities Fund | |
$ | 0.1800 | |
Each Fund has adopted a distribution policy to provide investors
with a stable distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital.
Under applicable U.S. tax rules, the amount and character
of distributable income for each Fund’s fiscal year can be finally determined only as of the end of the Fund’s fiscal year.
However, under Section 19 of the Investment Company Act of 1940, as amended (the “1940 Act”) and related rules, the Funds
may be required to indicate to shareholders the estimated source of certain distributions to shareholders.
The following tables set forth the estimated amounts of the
sources of the distributions for purposes of Section 19 of the 1940 Act and the rules adopted thereunder. The tables have been
computed based on generally accepted accounting principles. The tables include estimated amounts and percentages for the current distributions
paid this month as well as for the cumulative distributions paid relating to fiscal year to date, from the following sources: net investment
income; net realized short-term capital gains; net realized long-term capital gains; and return of capital. The estimated compositions
of the distributions may vary because the estimated composition may be impacted by future income, expenses and realized gains and losses
on securities and currencies.
The Funds’ estimated sources of the current distribution
paid this month and for its current fiscal year to date are as follows:
| Estimated Amounts of Current Distribution per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.2100 | | |
$ | 0.0042 | | |
| 2 | % | |
$ | 0.1029 | | |
| 49 | % | |
$ | 0.1029 | | |
| 49 | % | |
| - | | |
| - | |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0306 | | |
| 17 | % | |
| - | | |
| - | | |
$ | 0.1494 | | |
| 83 | % |
| Estimated Amounts of Fiscal Year* to Date Cumulative Distributions per Share | |
| Fund | |
Distribution
Amount | | |
Net Investment
Income | | |
Net Realized Short-
Term Gains** | | |
Net Realized Long-
Term Gains | | |
Return of
Capital | |
| ASGI | |
$ | 0.4200 | | |
$ | 0.0084 | | |
| 2 | % | |
$ | 0.2058 | | |
| 49 | % | |
$ | 0.2058 | | |
| 49 | % | |
| - | | |
| - | |
| THQ | |
$ | 0.1800 | | |
| - | | |
| - | | |
$ | 0.0612 | | |
| 17 | % | |
| - | | |
| - | | |
$ | 0.2988 | | |
| 83 | % |
* ASGI and THQ have a 9/30 fiscal year end
**includes currency
gains
Where the estimated amounts above show a portion of the
distribution to be a “Return of Capital,” it means that Fund estimates that it has distributed more than its income and capital
gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all
the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s
investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in
this notice are only estimates and are not being provided for tax reporting purposes. The final determination of the source of all distributions
for the current year will only 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 remainder of the fiscal year and may be subject to change based on tax regulations.
After the end of each calendar year, a Form 1099-DIV will be sent to shareholders for the prior calendar year that will tell you
how to report these distributions for federal income tax purposes.
The following tables provide the Funds’ total return
performance based on net asset value (NAV) over various time periods compared to the Funds’ annualized and cumulative distribution
rates.
| Fund Performance
and Distribution Rate Information | |
| Fund | |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
10/31/20251 | | |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV | | |
Cumulative
Total Return
on NAV1 | | |
Cumulative
Distribution
Rate on NAV2 | |
| ASGI | |
| 11.58 | % | |
| 12.09 | % | |
| -0.08 | % | |
| 1.01 | % |
| THQ | |
| 7.26 | % | |
| 11.80 | % | |
| 3.32 | % | |
| 0.98 | % |
1
Return data is net of all Fund expenses and fees and assumes the reinvestment of all distributions reinvested at prices obtained under
the Fund’s dividend reinvestment plan.
2 Based
on the Fund’s NAV as of October 31, 2025.
Shareholders should not
draw any conclusions about a Fund’s investment performance from the amount of the Fund’s current distributions or from the
terms of the distribution policy (the “Distribution Policy”).
The value at which a closed-end fund stock may trade
on a public exchange is a function of external market factors that are not at the control of the Fund’s Board or Investment Advisor.
Closed-end Fund shares may therefore trade at a premium or a discount to net asset value at any given time. Shareholders should be aware
that a fund trading at a premium to net asset value may not be sustainable and a fund’s discount to net asset value, can widen as
well as narrow. Shareholders of a fund trading at a premium who participate in that fund’s dividend reinvestment plan should note
the reinvestment of distributions may occur at a premium to net asset value.
While NAV performance may be indicative of the Fund’s investment
performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment
in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the
open market.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Funds 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 Funds 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 Funds, 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.
The payment of distributions in accordance with the Distribution
Policy may result in a decrease in the Fund’s net assets. A decrease in the Fund’s net assets may cause an increase in
the Fund’s annual operating expense ratio and a decrease in the Fund’s market price per share to the extent the market
price correlates closely to the Fund’s net asset value per share. The Distribution Policy may also negatively affect the
Fund’s investment activities to the extent that the Fund is required to hold larger cash positions than it typically would
hold or to the extent that the Fund must liquidate securities that it would not have sold, for the purpose of paying the
distribution. Each Fund’s Board has the right to amend, suspend or terminate the Distribution Policy at any time. The
amendment, suspension or termination of the Distribution Policy may affect the Fund’s market price per share. Investors should
consult their tax advisor regarding federal, state, and local tax considerations that may be applicable in their particular
circumstances.
Circular 230 disclosure: To ensure compliance with requirements
imposed by the U.S. Treasury, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or
(ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
Aberdeen Investments Global is the trade name of Aberdeen's investments
business, herein referred to as "Aberdeen Investments" or "Aberdeen". In the United States, Aberdeen Investments refers
to the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited."
Closed-end funds are traded on the secondary market through one
of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s shares may
be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net
asset value (NAV) of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past
performance does not guarantee future results.
Closed end funds | Aberdeen
###
Exhibit 99.(d)
Appendix A - Proxy Voting Policies and Procedures
Aberdeen Investments U.S. Registered Advisers
(the “Advisers”)
Proxy Voting Guidelines
Effective as of March 2025
Rule 206(4)-6 under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”) requires the Advisers to vote proxies in a manner consistent with clients’
best interest and must not place its interests above those of its clients when doing so. It requires the Advisers to: (i) adopt and
implement written policies and procedures that are reasonably designed to ensure that the Advisers vote proxies in the best interest of
the clients, and (ii) to disclose to the clients how they may obtain information on how the Advisers voted proxies. In addition,
Rule 204-2 requires the Advisers to keep records of proxy voting and client requests for information. As of August 31, of each
year, investment managers that are required to file reports under Section 13(f) are required to report their proxy voting records
on Form N-PX for the twelve-month period ended June 30, with respect to certain shareholder advisory votes on executive compensation
(those required by Section 14A of the Exchange Act). As registered investment advisers, the Advisers have an obligation to vote proxies
with respect to securities held in its client portfolios in the best interests of the clients for which it has proxy voting authority.
The Advisers are committed to exercising
responsible ownership with a conviction that companies adopting best practices in corporate governance will be more successful in their
core activities and deliver enhanced returns to shareholders.
The Advisers have adopted a proxy voting
policy. The proxy voting policy is designed and implemented in a way that is reasonably expected to ensure that proxies are voted in the
best interests of clients.
Resolutions are analysed by a member
of our regional investment teams or our Active Ownership Team and votes instructed following consideration of our policies, our views
of the company and our investment insights. To enhance our analysis, we will often engage with a company prior to voting to understand
additional context and explanations, particularly where there is a deviation from what we believe to be best practice.
Where contentious issues arise in relation
to motions put before a shareholders’ meeting, Advisers will usually contact the management of the company to exchange views and
give management the opportunity to articulate its position. The long-term nature of the relationships that we develop with investee company
boards should enable us to deal with any concerns that we may have over strategy, the management of risk or governance practices directly
with the chairman or senior independent director. In circumstances where this approach is unsuccessful, Advisers are prepared to escalate
their intervention by expressing their concerns through the company’s advisers, through interaction with other shareholders or attending
and speaking at General Meetings.
In managing third party money on behalf
of clients, there are a limited number of situations where potential conflicts of interest could arise in the context of proxy voting.
One case is where funds are invested in companies that are either clients or related parties of clients. Another case is where one fund
managed by Aberdeen Investments invests in other funds managed by Aberdeen Investments.
For cases involving potential conflicts
of interest, Advisers have implemented procedures to ensure the appropriate handling of proxy voting decisions. The guiding principle
of the Advisers’ conflicts of interest policy is simple – to exercise our right to vote in the best interests of the clients
on whose behalf we are managing funds.
We employ ISS as a service provider
to facilitate electronic voting. We require ISS to provide recommendations based on our own set of parameters to tailored Aberdeen’s
assessment and approach but remain conscious that all voting decisions, where we have been given voting authority, are our own on behalf
of our clients. We consider ISS’s recommendations and those based on our custom parameters as input to our voting decisions. We
make use of the ISS standard research and recommendations and those based on our own custom policy as input to our voting decisions. Where
our analysts make a voting decision that is different from the recommendations based on our custom policy they will provide a rationale
for such decisions which will be made available upon request.
In order to make proxy voting decisions,
an Aberdeen Investments analyst will assess the resolutions at general meetings of companies held in our active investment portfolios.
This analysis will be based on our knowledge of the company, but will also make use of the custom and standard recommendations provided
by ISS as described above. The product of this analysis will be a final voting decision instructed through ISS and applied to all funds
for which Aberdeen have been appointed to vote. For funds managed by a sub-adviser, we may delegate to the sub-adviser the authority to
vote proxies; however, the sub-adviser will be required to either follow our policies and procedures or to demonstrate that their policies
and procedures are consistent with ours, or otherwise implemented in the best interest of clients.
There may be certain circumstances where
Aberdeen may take a more limited role in voting proxies. We will not vote proxies for client accounts in which the client contract specifies
that Aberdeen will not vote. We may abstain from voting a client proxy if the voting is uneconomic or otherwise not in clients’
best interests. For companies held only in passively managed portfolios the Aberdeen custom recommendations provided by ISS will be used
to automatically apply our voting approach; we have scope to intervene to test that this delivers appropriate results and will on occasions
opt to instruct a vote differently from custom recommendations if we consider this to be in clients’ best interests. If voting securities
are part of a securities lending program, we may be unable to vote while the securities are on loan. However, we have the ability to recall
shares on loan or to restrict lending when required, in order to ensure all shares have voted. In addition, certain jurisdictions may
impose share-blocking restrictions at various times which may prevent Aberdeen from exercising our voting authority.
We recognize that there may be situations
in which we vote at a company meeting where we encounter a conflict of interest. Such situations include:
| ● | where a portfolio manager owns the holding in a personal account |
| ● | An investee company that is also a segregated client |
| ● | An investee company where an executive director or officer of our company is also a director of that company |
| ● | An investee company where an employee of Aberdeen is a director of that company |
| ● | A significant distributor of our products |
| ● | Any other companies which may be relevant from time to time |
In order to manage such conflicts of
interests, we have established procedures to escalate decision-making so as to ensure that our voting decisions are based on our clients’
best interests and are not impacted by any conflict.
The implementation of this policy, along
with conflicts of interest, will be reviewed periodically by the Active Ownership team. Aberdeen Investments’ Listed Company Sustainable
Investment Principles and Voting Policies are published on our website.
To the extent that an Adviser may rely
on sub-advisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis, the Adviser may delegate
responsibility for voting proxies to the sub-adviser. However, such sub-advisers will be required either to follow these Policies and
Procedures or to demonstrate that their proxy voting policies and procedures are consistent with these Policies and Procedures or otherwise
implemented in the best interests of the Adviser’s clients. Clients that have not granted Aberdeen voting authority over securities
held in their accounts will receive their proxies in accordance with the arrangements they have made with their service providers.
As disclosed in Part 2A of each
Adviser’s Form ADV, a client may obtain information on how its proxies were voted by requesting such information from its Adviser.
Unless specifically requested by a client in writing, and other than as required for the Funds, the Advisers do not generally disclose
client-specific proxy votes to third parties.
Our proxy voting records are available
per request and on the SEC’s website at SEC.gov.
On occasions when it is deemed to be a fiduciary for an ERISA
client’s assets, Aberdeen will vote the Plan assets in accordance with Aberdeen Investments’ Listed Company Sustainable Investment
Principles and Voting Policies and in line with DOL guidance.
Listed Company ESG Principles & Voting Policies
March 2024
Active Ownership and Environmental, Social & Governance
(ESG) considerations are a driver of our investment process, our investment activity, our client journey and our corporate influence.
Through engagement with the companies in which we invest,
and by exercising votes on behalf of our clients, we seek to improve the financial resilience and performance of our clients’ investments.
Where we believe change is needed, we endeavour to catalyse this through our stewardship capabilities.
Our expectations
As global investors, we are particularly aware that ESG structures
and frameworks vary across regions. Furthermore, what we expect of the companies in which we invest varies between different stages of
business development and the underlying history and nature of the company in question. We seek to understand each company’s individual
circumstances and so evaluate how it can best be governed and overseen. As such, we strive to apply the principles and policies set out
on these pages in response to the needs of that individual company at that particular time. Our heritage as a predominantly active
fund manager helps drive this bespoke approach to understanding good governance and risk management.
We have a clear perception of what we consider to be best
practice globally – as set out in this document. However we will reflect the nature of the business, our close understanding of
individual companies and regional considerations, where appropriate, in our approach to applying these policies, which are not exhaustive.
The principles and voting policies noted
herein reflect our current position. We are monitoring and contributing to the many reform agendas and consultations underway in the governance
arena, particularly in the UK, on areas such as market competitiveness, listing rules, the approval of corporate transactions and greater
flexibility in remuneration practices, including wider use of restricted stock. We are actively involved in these discussions, both as
a corporate issuer and an investor, and our position will evolve as rules, guidance and practice develops.
This document has received approval from the Head of Public
Markets and the Chief Sustainability Officer - Investments following consultation with various internal stakeholders.
Our approach to stewardship
We seek to integrate and appraise environmental, social and
governance factors in our investment process. Our aim is to generate the best long-term outcomes for our clients, proportionate to the
risk preference they have accepted, and we will actively take steps as stewards and owners to protect and enhance the value of our clients’
assets.
Stewardship is a reflection of this bespoke approach to good
governance and risk management. We seek to understand each company’s specific approach to governance, how value is created through
business success and how investors’ interests are protected through the management of risks that materially impact business success.
This requires us to play our part in the governance process by being active stewards of companies, involved in dialogue with management
and non-executive directors where appropriate, understanding the material risks and opportunities – including those relating to
environmental and social factors and helping to shape the future success of the business.
We will:
| ● | Take into consideration, in our investment process, the policies and practices on environmental, social and governance matters of
the companies in which we invest. |
| ● | Seek to enhance long-term shareholder value through constructive engagement with the companies in which we invest. |
| ● | Actively engage with companies and assets in which we invest where we believe we can influence or gain insight. |
| ● | Seek to exercise voting rights, where held, in a manner consistent with our clients’ long-term best interests. |
| ● | Seek to influence the development of appropriately high standards
of corporate governance and corporate responsibility in relation to environmental and social factors for the benefit of our clients. |
| ● | Communicate our Listed Company ESG Principles and Voting Policies to clients, companies and other interested parties. |
| ● | Be accountable to clients within the constraints of professional confidentiality and legislative and regulatory requirements. |
| ● | Be transparent in reporting our engagement and voting activities. |
abrdn is committed to exercising responsible
ownership with a conviction that companies seeking to upgrade their practices in corporate governance and risk management will be more
successful in their core activities and deliver enhanced long-term returns to shareholders. As owners of companies, the process of stewardship
is a natural part of our investment approach as we seek to benefit from their long-term success on our clients’ behalf.
Engagement
It is a central tenet of our active
investment approach that we strive to meet with the management and directors of our investee companies on a regular basis. We will concentrate
that engagement on investee companies undergoing transformation or facing exceptional challenges or opportunities. The discussions we
have cover a wide range of topics, including: strategic, operational, and ESG issues and consider the long-term drivers of value.
Engagement with
companies on ESG risks an opportunities is a fundamental part of our investment process. It is a process through which we can discuss
how a company identifies, prioritises and mitigates its key risks and optimises outcomes from its most significant opportunities. As such,
we regard engagement as:
| ● | Important to understanding investee companies holistically. |
| ● | Helpful when conducting comprehensive ESG analysis. |
| ● | Useful to maintaining open dialogue and constructive relationships with companies. |
| ● | An opportunity to generate positive change on a company’s holistic risk management programme–be active with our holdings
rather than activist. |
Proxy Voting
Proxy voting is an integral part of our active stewardship
approach and we seek to exercise voting rights in a manner in line with our clients’ best interests. We seek to ensure that voting
reflects our understanding of the companies in which we invest on behalf of our clients. We believe that voting is a vital mechanism for
holding boards and management teams to account, and is an important tool for escalation and shareholder action.
This document includes our process and overarching policy
guidelines which we apply when voting at general meetings. These policies are not exhaustive and we evaluate our voting on a case by case
basis. As a global investment firm we recognise the practical necessity of adopting a regional approach, taking into account differing
and developing market practices. Where a policy is specific to one region this is denoted.
We endeavour to engage with companies regarding our voting
decisions to maintain a dialogue on matters of concern.
Voting Process
In line with our active ownership approach, we review the
majority of general meeting agendas convened by companies which are held in our active equity portfolios. Analysis is undertaken by a
member of our regional investment teams or our Active Ownership team and votes instructed following consideration of our policies, our
views of the company and our investment insights. To enhance our analysis we may engage with a company prior to voting to understand additional
context and explanations, particularly where there is deviation from what we believe to be best practice.
To supplement our own analysis we make use of the benchmark
research and recommendations provided by ISS, a provider of proxy voting services. In the UK we also make use of the Investment Association’s
(IA) Institutional Voting Information Service. We have implemented regional voting policy guidelines with ISS which ISS applies to all
meetings in order to produce customised vote recommendations. These custom recommendations help identify resolutions which deviate from
our expectations. They are also used to determine votes where a company is held only in passive funds. Within our custom policies, however,
we do specify numerous resolutions which should be referred to us for active review. For example we will analyse all proposals marked
by ISS as environmental or social proposals.
While it is most common for us to vote in line with a board’s
voting recommendation we will vote our clients’ shares against resolutions which we believe are not consistent with their best interests.
We may also vote against resolutions which conflict with local governance guidelines, such as the IA in the UK. Although we seek to vote
either in favour or against a resolution we do make use of an abstain vote where this is considered appropriate. For example we may use
an abstention to acknowledge some improvement, but as a means to reserve our position in expectation that further improvement is needed
before we can vote in favour. Where we vote against a resolution we endeavour to inform companies of our rationale.
In exceptional circumstances we may attend and speak at a
shareholder meeting to reinforce our views to the company’s board.
We endeavour to vote all shares for which we have voting
authority. We may not vote when there are obstacles to do so, for example those impacting liquidity, such as shareblocking, or where there
is a significant conflict of interest. We use the voting platform of ISS to instruct our votes. Where we lend stock on behalf of clients,
and subject to the terms of client agreements, we hold the right to recall shares where it is in clients’ interests to do so and
where we take the view that to maintain full voting weight on a particular meeting or resolution may impact the final vote.
Our votes are disclosed publicly on our website one day after
a general meeting has taken place.
Strategy
We invest in companies that will create the best outcome
for our clients in line with their investment mandates. Companies must be clear about the drivers of their business success and their
strategy for maintaining and enhancing it. Investment is a forward-looking process; we seek to understand the opportunity for a business
and its scope for future value-creation over the long term. In order to do this, we need clarity on past business delivery and its drivers,
and on the effective track record of management; we require honest and open reporting to build confidence in that track record. We seek
confidence that companies and their management can maintain their competitive positioning and operational performance and subsequently
enhance returns for investors. A clear strategy and clarity about the drivers of operational success provides the lens through which we
will consider most corporate issues, not least assessing performance and risk management.
| ● | We will consider voting against executive or non-executive directors if we have serious concerns regarding the oversight or implementation
of strategy. |
Board of Directors
We believe effective board governance promotes the long-term
success and value creation of the company. The board should be responsible for establishing the company’s purpose and strategy,
overseeing management in their implementation of strategy and performance against objectives. The board should ensure a strong framework
of control and risk oversight, including material ESG risks. The board should assess and monitor culture and be engaged with the workforce,
shareholders and wider society.
Board Composition
Effective decision making requires a mix of skills around
the table and constructive debate between diverse and different-minded individuals. A range of skills, experience and perspectives should
be drawn together on the board. These include industry knowledge, experience from other sectors and relevant geographical knowledge. Independence
of thought plays a crucial role in the ability of a board to generate the debate and discussion that will challenge management, help enhance
business performance and improve decision-making. Board assessments will help the board ensure it has the necessary mix of skills, diversity
and quality of individuals to address the risks and opportunities the company faces. Unitary boards should comprise an appropriate combination
of executive and non-executive directors such that no group of individuals dominates decision-making. We expect the size of the board
to reflect the size, nature and complexity of the business. We also expect regular internal and external board evaluations which include
an assessment of board composition and effectiveness.
Leadership
Running businesses effectively for the long term requires
effective collaboration and cooperation, with no individual or small group having unfettered powers. Nor should any individual or small
group have dominant influence over the way a business is run or over major decisions about its operations or future. There should be a
division of responsibility between board leadership and executive leadership of the business. We believe that there should be a division
of roles at the top of the organisation, typically between a Chief Executive Officer (CEO) and an independent Chair.
| ● | We will consider supporting the re-election of an existing Chair & CEO role combination, recognising that this remains common
in certain geographies. In reviewing this on a case by case basis we will take account of the particular circumstances of the company
and consider what checks and balances are in place, such as the presence of a strong Senior Independent Director with a clear scope of
responsibility. |
| ● | We will generally oppose any re-combination of the roles of CEO and Chair, unless the move is on a temporary basis due to exceptional
circumstances or other mitigating factors. |
| ● | We will generally oppose any move of a retiring CEO to the role of Chair. |
Independence
Companies should be led and overseen by genuinely independent
boards. When looking at board composition we generally expect to see a majority of independent directors, with boards identifying their
independence classifications in the Annual Report. It is preferable to see an identified Senior Independent Director (SID) on the board,
who will lead the appraisal of and succession planning for the Chair. We expect SIDs to meet with investors and be a point of contact
for escalating concerns if required.
In assessing a director’s independence we will have
due regard for whether a director:
| i. | Has been an employee of the company within the last five years. |
| ii. | Has had within the last three years a material business relationship with the company. |
| iii. | Has received remuneration in addition to director fees or participates in the company’s option or variable incentive schemes,
or is a member of the company’s pension scheme. |
| iv. | Has close family ties with any of the company’s advisers, directors or senior employees. |
| v. | Holds cross-directorships or has significant links with other directors through involvement in other companies or bodies. |
| vi. | Represents a significant shareholder. |
| vii. | Has served on the board for more than 12 years (or 9 for UK companies). |
| ● | We will consider voting against the re-election of non-independent directors if the board is not majority independent (excluding employee
representatives). In doing so we will have regard for whether a company is controlled and the nature of the non-independence – for
example, we are unlikely to vote against shareholder representatives unless their representation is disproportionate to their shareholding |
Succession Planning & Refreshment
Regular refreshment of the non-executive portion of a board
helps draw in fresh perspectives, not least in the context of changes to business and emerging opportunities and risks. It also helps
limit the danger of group-think. Thoughtful and proactive succession planning is therefore needed for board continuity, to ensure that
a board is populated by individuals with an appropriate mix of skills, experience and perspective. We expect the board to implement a
formal process for the recruitment and appointment of new directors, and to provide transparency of this in the Annual Report.
| ● | We will vote against non-executive directors where there are concerns regarding board refreshment or excessive tenure. Where there
are directors who have served for over 12 years on a board which has seen no refreshment in 3 years (2 in UK), we will generally vote
against their re-election. If a director has served for over 15 years we will generally vote against their re-election. We will, however,
consider the impact on board continuity and the company’s succession planning efforts prior to doing so. We may also not apply the
tenure limit to directors who are founders or shareholder representatives where we believe this is appropriate. |
Diversity
We believe that companies that make progress in diversity, equity and inclusion (DEI) are better positioned for long-term sustainability
and outperformance. Diversity of thought, paired with a culture of inclusion, can help companies to tackle increasingly complex challenges
and markets. We expect boards to report on how they promote DEI throughout the business and believe that setting targets is important
to addressing imbalances. We recognise the necessity of adopting a regional approach to diversity, equity and inclusion, allowing us to
press for progress with appropriate consideration for the starting point. We have for several years, actively encouraged progress in gender
diversity at all levels, and have expanded our scope in relation to diversity, equity and inclusion across geographies. In respect of
ethnic diversity, this is coming increasingly into focus as we encourage boards to progress in ensuring that their composition reflects
their employee and customer bases. Our regional specific policies are below. In determining our votes we will take account of mitigating
factors, such as the sudden departure of a female board member. We will also consider any clear progress being made by the company on
diversity and any assurance that diversity shortfalls will soon be addressed.
Gender Diversity.
| ● | UK: We will generally vote against the Nomination Committee Chair of FTSE 350 companies if the board is not comprised of at least
one third female directors. We expect companies to seek to comply with the FCA’s diversity targets and may vote against the Chair
of the Nomination Committee if we have concerns regarding the Committee’s efforts in succession planning to achieve the gender diversity
target of 40% female members. For smaller companies, we will take action if the board does not include at least one female director. |
| ● | Europe: We will generally vote against the Nomination Committee Chair of LargeCap companies if the supervisory board is not comprised
of at least 30% female directors, or is not in line with the local standard if higher. For smaller companies, we will take this action
if the supervisory board does not include at least one female director. |
| ● | Australia: We will generally vote against the Nomination Committee Chair of ASX300 companies if the board is not comprised of at least
30% female directors. |
| ● | North America: We will generally vote against the Nomination Committee Chair of LargeCap companies if the board is not comprised of
at least 30% female directors. For smaller companies, we will take this action if the board does not include at least one female director |
Ethnic Diversity
| ● | UK: We will generally vote against the Nomination Committee Chair at the boards of FTSE 100 companies, if the board does not include
at least one member from an ethnic minority background. This is in line with targets set up by the Parker Review. |
| ● | US: We will generally vote against the Nomination Committee Chair at the boards of S&P 1500 & Russell 3000 companies
if the board does not include at least one member from a racial or ethnic minority background. |
Directors’ Time Commitment
Individual directors need sufficient time to carry out their
role effectively and therefore we seek to ensure that all directors maintain an appropriate level of overall commitments such that allows
them to be properly diligent.
| ● | We will consider opposing the election or re-election of any director where there is a concern regarding their ability to dedicate
sufficient time to the role. In making this assessment we will have regard to the ISS classification of ‘overboarding’. |
| ● | We will generally oppose the re-election of any director who has attended fewer than 75% of board meetings in two consecutive years. |
Board Committees
Boards should establish committees, populated by independent
and appropriately skilled non-executive directors, to oversee (as a minimum) the nomination, audit and remuneration processes. It may
also be appropriate for additional committees to be established, such as a risk or sustainability committee. These committees should report
openly on an annual basis about their activities and key decisions taken.
We will consider voting against committee members if we have
concerns regarding the composition of a committee in relation to independence or skills.
Nomination Committee
This committee has responsibility for leading the process
for orderly non-executive and senior management succession planning and recruitment, and for overseeing the composition of the board including
skillset, experience and diversity. We expect the committee to be comprised of a majority of independent directors with an independent
Chair.
| ● | We will consider voting against the re-election of the Nomination Committee Chair if we have concerns regarding the composition of
the board or concerns regarding poor succession planning. |
Audit Committee
This committee has responsibility for monitoring the integrity
of the financial statements, reviewing the company’s internal financial controls and risk management systems, reviewing the effectiveness
of the company’s internal audit function and appointing and overseeing the quality of the work done by external auditors. We prefer
the committee to be wholly independent, and expect this at UK and US companies in view of general market practice and board composition.
In other regions, as a minimum, we expect the committee to be comprised of a majority of independent directors with an independent Chair.
Furthermore we expect at least one member of the committee to have recent and relevant financial experience.
| ● | UK & US: We will generally vote against the re-election of non-independent members of the Audit Committee.. |
| ● | Europe: We will generally vote against the re-election of non-independent members of the Audit Committee if the Committee is not majority
independent. We will also generally vote against a non-independent Chair of the Audit Committee. |
| ● | We will generally vote against the re-election of the Audit Committee Chair if at least one member of the Committee does not have
recent and relevant financial experience. |
Remuneration Committee
The
committee is responsible for determining the policy and setting remuneration levels for executive and nonexecutive directors. The committee
should ensure that directors’ remuneration is aligned with strategy and company performance and should clearly demonstrate that
outcomes have had regard to the experience of the company’s employees and wider society. Remuneration policy should be cognisant
of the company’s licence to operate and the potential overall level of remuneration. We expect remuneration committees to be robust
in their approach to developing and implementing remuneration policies, with formal and transparent procedures for developing policies
and for determining remuneration packages. Remuneration committees should be comprised of a majority of independent directors with an
independent Chair and we expect members to have appropriate experience and knowledge of the business and remuneration practices in the
jurisdiction in which they operate. No executive should be involved in setting their own remuneration..
| ● | Where we have significant concerns regarding the company’s remuneration policy or reward outcomes we may escalate these concerns
through a vote against the Chair or members of the Remuneration Committee. |
Director Accountability
We expect to be able to hold boards to account through engagement
and regular director re-elections and directors should feel that they are accountable to investors. We encourage individual, rather than
bundled, director elections. While our preference is for directors to be subject to re- election annually, we expect re-elections to take
place at least every three years. Lengthier board mandates, while not uncommon in some markets, risk divorcing directors from an appropriate
sense of accountability. Directors and management should make themselves available for discussions with major shareholders as we expect
to have open dialogue to share our perspectives and gain confidence that the individuals are carrying out their roles with appropriate
vigour and diligence. A further important element of director accountability to shareholders is that investors should have the right,
both formal and informal, to propose and promote individual directors to be considered for election to the board by all shareholders.
| ● | We will generally oppose the re-election of nonindependent NEDs who are proposed for a term exceeding three years. We may not apply
this to directors who are shareholder representatives. |
| ● | Where we have significant concerns regarding a board member’s performance, actions or inaction to address issues raised we may
vote against their re-election. |
| ● | We may vote against directors who decline appropriate requests for
meetings without a clear justification. |
| ● | Where a director has held a position of responsibility at a company which has suffered a material governance failure, we will consider
whether we are comfortable to support their re-election at other listed companies. |
| ● | We will generally support resolutions to discharge the supervisory board or management board members from legal liability unless we
have serious concerns regarding actions taken during the year under review. Where there is insufficient information regarding allegations
of misconduct, we may prefer to abstain. In exceptional circumstances we may vote against the discharge resolution to reflect serious
ESG concerns if there is not another appropriate resolution. |
| ● | We will not support the election of directors who are not personally identified but are proposed as corporations. |
Reporting
A company’s board should present a fair, balanced and
understandable assessment of the company’s position and prospects – financial and non- financial – and of how it has
fulfilled its responsibilities. We support the principle of full disclosure of relevant and useful information, subject to issues of commercial
confidentiality and prejudice. Boilerplate disclosure should be avoided. We encourage companies to consider using the appropriate globally
developed standards and would particularly encourage the use of those created by the Taskforce for Climate related Financial Disclosures
(TCFD), the International Integrated Reporting Council (IIRC), the Sustainability Accounting Standards Board (SASB) and the Global Reporting
Initiative (GRI).
Audited reporting and financial numbers should be published
ahead of any relevant shareholder meetings. We continue to monitor the evolving reporting landscape and consider new reporting developments
as they emerge, either voluntary or regulatory.
| ● | We may consider voting against a company’s Annual Report & Accounts if we have concerns regarding timely provision
or adequacy of disclosure. |
Political Donations & Lobbying
Companies should be consistent in their public statements
and not undermine these in private commentary to market participants or to politicians and regulators. We welcome transparency from companies
about their lobbying activities and believe that good companies have nothing to hide in this respect. Similarly we encourage transparency
of any political donations that companies deem appropriate – and we expect a clear explanation of why such donations are an appropriate
use of corporate funds.
Risk & Audit
The board is responsible for determining the company’s
risk appetite, establishing procedures to manage risk and for monitoring the company’s internal controls. We expect boards to conduct
robust assessments of the company’s material risks and report to shareholders on risks, controls and effectiveness. The introduction
of global accounting standards has led to much greater investor confidence in the accounts produced by companies around the world. It
has also assisted in creating consistency of reporting across companies, enabling fairer comparisons between different operating businesses.
We therefore encourage companies seeking international investment to report under International Financial Reporting Standards (IFRS) or
US GAAP. As a firm abrdn supports the continued development of high quality global accounting standards.
An independent audit, delivered by a respected audit firm,
is a required element for investor confidence in reporting by companies. We strongly favour meaningful, transparent and informative auditor
reports, giving us additional insights into the audit process and accounting outcomes. Audit fees must be sufficient to pay for an appropriately
in-depth assurance process. We would be concerned if a company sought to make unjustified savings in this respect as the cost in terms
of damage to audit effectiveness and confidence in the company’s accounts would be much more substantial.
The independence of the auditor and the standard of their
work, particularly in challenging management, should be subject to regular assessment that is appropriately disclosed. Even when individuals
carrying out the audit are refreshed, we believe that the independence of the audit firm erodes over time and we will encourage a tender
process and change of audit firm where an engagement has lasted for an extended period. In order to demonstrate the level of independence,
companies should not have the same audit firm in place for more than 20 years.
The relationship with the auditor should be mediated through
the audit committee. Where we are significant shareholders, we expect to be consulted on plans to tender and replace auditors.
| ● | We will generally vote against the re-election of an auditor which has a tenure of 20 years or over, if there are no plans for rotation
in the near term. |
| ● | We will consider voting against the auditors if we have concerns regarding the accounts presented or the audit procedures used. |
| ● | We will vote against the approval of auditor fees if we have concerns regarding the level of fees or the balance of non-audit and
audit fees. |
Remuneration
Remuneration policies and the overall levels of pay should
be aligned with strategy, attracting and retaining talent and incentivising the decisions and behaviours needed to create long-term value.
The component parts of remuneration should be structured so as to link rewards to corporate and individual performance and they should
be considered in the context of the remuneration policies when taken as a whole. We recognise the benefits of simplicity in forming the
policy, which should clearly link outcomes and expectations for those receiving the remuneration, as well as external stakeholders. The
structure should be transparent and understandable.
A company’s annual report should contain an informative
statement of remuneration policy which communicates clearly to stakeholders how it has developed and evolved. This should include details
of any stress testing that may have been undertaken to understand the policy outcomes for different business scenarios. The remuneration
committee should provide a clear description of the application of policy and the outcomes achieved.
Base
salary should be set at a level appropriate for the role and responsibility of the executive. We discourage increases which are driven
solely by peer benchmarking, and expect increases to be aligned with the wider workforce. Consideration should also be given to the knock-on
impact to variable remuneration potential. Pension arrangements and benefits should be clearly disclosed. We generally expect pension
structures to be aligned with the wider workforce.
A company should structure variable, performancerelated pay
to incentivise and reward management in a manner that is aligned with the company’s sustainable performance and risk appetite over
the long term. We expect all variable pay to be capped, preferably with reference to base salary. In the UK we expect variable pay to
be capped with reference to base salary. In other markets, if variable pay is capped at a number of shares, we expect the value of grants
to be kept under review annually to ensure the value remains appropriate and is not excessive.
Performance metrics used to determine variable pay should
be clearly disclosed and aligned with the company’s strategy. A significant portion of performance metrics should seek to measure
significant improvements in the underlying financial performance of the company. We also encourage the inclusion of non-financial metrics
linked to targets which are aligned with the company’s progress on its ESG strategy. Where possible we expect these targets to be
quantifiable and disclosed.
Variable
pay arrangements should incentivise participants to achieve above-average performance through the use of challenging targets. We encourage
sliding-scale performance measures and expect performance target ranges to be disclosed to enable shareholders to assess the level of
challenge and pay for performance alignment. We expect annual bonus targets to be disclosed retrospectively and encourage the disclosure
of long term incentive (LTI) targets at the beginning of the performance period, but at minimum we expect retrospective disclosure. Where
bonus or LTI targets are not disclosed due to commercial sensitivity we expect an explanation of why the targets continue to be considered
sensitive retrospectively and expect some detail regarding the level of achievement vs target. Where a share price metric is being used,
we expect this to be underpinned by a challenging measure of underlying performance. We encourage settlement of a portion of the annual
bonus in shares which are deferred for at least one year. We expect settlement of long term incentives to be in shares, with rationale
provided for any awards settled in cash. Long term incentives should have a performance period of no less than three years. In the UK
we expect a further holding period of two years to be applied, and we encourage this in other markets. We do not generally support value
creation plans. We will consider supporting the use of restricted share plans in the UK which have been structured consistent with the
guidelines of the Investment Association. We expect appropriate malus and clawback provisions to be applied to variable remuneration plans.
We expect shareholding guidelines to be adopted for executive directors and encourage the adoption of postdeparture shareholding guidelines.
We expect details of any use of discretion to be disclosed and its use should be justifiable, appropriate and clearly explained. We would
expect policies to be sufficiently robust so that discretion is only necessary in exceptional circumstances. We do not generally support
exceptional awards, and are particularly sensitive to such awards being granted to reward a corporate transaction. We expect executive
service contracts to provide for a maximum notice period of 12 months. We will consider local best practice provisions related to severance
arrangements when voting. Non-executive fees should reflect the role’s level of responsibility and time commitment. We do not support
NED’s participation in option or performance-related arrangements. However we do support the payment of fees in shares, particularly
where conservation of cash is an issue. In the UK our expectations of companies are aligned with the Investment Association’s Principles
of Remuneration. Where significant changes to remuneration arrangements are being considered, we would expect remuneration committees
to consult with their largest shareholders prior to finalising any changes. Where any increase to variable remuneration is proposed, we
would expect this to be accompanied by a demonstrable increase in the stretch of the targets. Furthermore we expect any increases to remuneration
to be subject to shareholder approval.
In response to the issues arising from the cost of living
crisis being experienced by many people in the UK, we expect companies to focus additional capacity towards those members of the workforce
who need it most. We expect Remuneration Committees to take into account factors arising from the cost of living crisis when deliberating
over executive pay outcomes. We would be concerned by reputational issues arising from decisions made in these unusual circumstances and
may make this a factor in our voting decisions at relevant AGMs.
In line with the expectations set out above we will generally
vote against the appropriate resolution(s) where:
| ● | We consider the overall reward potential or outcome to be excessive. |
| ● | A significant increase to salary has been granted which is not aligned with the workforce or is not sufficiently justified. |
| ● | A significant increase to performance-related pay has been granted which is not sufficiently justified, is not accompanied by an increase
in the level of stretch required for achievement or results in the potential for excessive reward. |
| ● | There is no appropriate cap on variable incentive schemes. |
| ● | Performance targets for annual bonus awards are not disclosed retrospectively and the absence of disclosure is not explained. |
| ● | Performance targets for long term incentive awards are not disclosed up front and there is no compelling explanation regarding the
absence of disclosure or a commitment to disclose retrospectively. |
| ● | Performance targets are not considered sufficiently challenging, either at threshold, target or maximum. |
| ● | Relative performance targets allow vesting of awards for below median performance.. Retesting provisions apply. |
| ● | Incentives that have been conditionally awarded have been repriced or performance conditions changed part way through a performance
period. |
| ● | We have concerns regarding the use of discretion or the grant of exceptional awards. |
| ● | Pension arrangements are excessive.. Pension arrangements are not aligned with the wider workforce (UK). |
Investor Rights
The interests of minority shareholders must be protected
and any major, or majority, investor should not enjoy preferential treatment. The structure of ownership or control should minimise the
potential for abuse of public shareholders.
Corporate Transactions
Companies should not make significant changes to their structure
or nature without being fully transparent to their investors. Shareholders should have the opportunity to vote on significant corporate
activity, such as mergers and acquisitions. Where a transaction is with a related party, only independent shareholders should have a vote.
Even in markets where no vote is given to shareholders in these circumstances, investors need transparent disclosure of the reasons for
any such major change. Companies should expect that shareholders may want to discuss and debate proposed developments
Diversification beyond the core skills of the business needs
to be justified as it is more often than not a distraction from operational performance. All major deals need to be clearly explained
and justified in the context of the preexisting strategy and be subject to shareholder approval.
| ● | We will vote on corporate transactions on a case by case basis. |
Dividends
We will generally support the payment of dividends but will
scrutinise the proposed level where it appears excessive given the company’s financial position.
Share Capital
The board carries responsibility for prudent capital management
and allocation.
Share Issuance
We will consider capital raises which are proposed for a specific
purpose on a case by case basis but recognise that it can be beneficial for companies to have some general flexibility to issue shares
to raise capital. However we expect issuances to be limited to the needs of the business and companies should not issue significant portions
of shares unless offering these on a pro-rata basis to existing shareholders to protect against inappropriate dilution of investments.
| ● | Where a company seeks a general authority to issue shares we generally expect this to be limited to 25% of the company’s share
capital for pre- emptive issuances. In the UK we are aligned with the guidance of the Investment Association Share Capital Management
Guidelines. |
| ● | Where a company seeks a general authority to issue shares we generally expect this to be limited to 10% of the company’s share
capital for non- pre-emptive issuances. In the UK we are aligned with the guidance of the Investment Association Share Capital Management
Guidelines and those of the Pre-Emption Group. |
| ● | We will not generally support share issuances at investment trusts unless there is a commitment that shares would only be issued at
a price at or above net asset value. |
When considering our votes we will, however, take account
of the company’s circumstances and any further detail regarding proposed capital issuance authorities prior to voting.
Following changes to the UK’s Pre-Emption Group Guidelines
in November 2022, which reflect an increase on previous limits, we will hold the Chair of the company accountable for any perceived
misuse of the increased flexibility through a vote against their re-election.
Buyback
We recognise that share buybacks can be a flexible means
of returning cash to shareholders.
| ● | We will generally support buyback authorities of up to 10% of the issued share capital. In the UK we will generally support authorities
which are in line with the levels permitted under the Listing Rules. |
Related Party Transactions
The nature of relations – particularly any related
party transactions (RPTs) – with parent or related companies, or other major investors, must be disclosed fully. Related party transactions
must be agreed on arm’s length terms and be made fully transparent. Where they are material, they should be subject to the approval
of independent shareholders.
| ● | We will vote against RPTs where there is insufficient transparency of the nature of the transaction, the rationale, the terms or the
views and assessment of directors and advisors. |
Article/Bylaw amendments
While it is standard to see proposals from companies to amend
their articles of association or bylaws, we will review these on a case by case basis. When doing so we expect full transparency of the
proposed changes to be disclosed.
| ● | We will vote against amendments which will reduce shareholder rights. |
Anti-Takeover Defences
There should be no artificial structures put in place to
entrench management and protect companies from takeover. The best defence from hostile takeover is strong operational delivery.
| ● | We will generally vote against anti-takeover/‘poison pill’ proposals. |
Voting Rights
We are strong supporters of the principle of ‘one share,
one vote’ and therefore favour equal voting rights for all shareholders.
| ● | We will generally vote against proposals which seek to introduce or continue capital structures with multiple voting rights. |
| ● | We will consider voting against proposals to raise new capital at companies with multiple share classes and voting rights. |
General Meetings
Shareholder meetings provide an important
opportunity to hold boards to account not only through voting on the proposed resolutions but also by enabling investors the opportunity
to raise questions, express views and emphasise concerns to the entire board. We may make a statement at a company’s AGM as a means
of escalation to reinforce our views to a company’s board.
We welcome the opportunity to attend meetings virtually,
being of the view that this can increase participation given obstacles such as location or meeting concentration. However we are not supportive
of companies adopting virtual-only meetings as we believe this format reduces accountability. Our preference is for a hybrid meeting format
to balance the flexibility of remote attendance with the accountability of an in-person meeting.
| ● | We will generally support resolutions seeking approval to shorten the EGM notice period to minimum 14 days, unless we have concerns
regarding previous inappropriate use of this flexibility. |
| ● | We will generally support proposals to enable virtual meetings to take place as long as there is confirmation that the format will
be hybrid, with physical meetings continuing to take place (unless prohibited by law). We expect virtual attendees to have the same rights
to speak and raise questions as those attending in-person. We will generally vote against proposals which permit wholly virtual general
meetings. |
As part of strategic planning, boards need to have oversight
of, and clearly articulate, the key opportunities and risks affecting the sustainability of the business model. This includes having a
process for, and transparent disclosure of, potential and emerging opportunities and risks and the actions being taken to address them.
The effective management of risks extends to long-term issues
that are hard to measure and whose timeframe is uncertain and will include the management of environmental and social issues. We use the
UN Global Compact’s four areas of focus in assessing how companies are performing in this area.
Specifically we expect companies to be able to demonstrate
how they manage their exposures under the following headings.
The Environment
It is generally accepted that companies are responsible for
the effects of their operations and products on the environment. The steps they take to assess and reduce those impacts can lead to cost
savings and reduce potential reputational damage. Companies are held responsible for their impact on the climate and they face increased
regulation from world governments on activities that contribute to climate change.
We expect that companies will
| ● | Identify, manage and reduce their environmental impacts. |
| ● | Understand the impact of climate change along the company value chain. |
| ● | Develop group-level climate policies and, where relevant, set targets to manage the impact, report on policies, practices and actions
taken to reduce carbon and other environmental risks within their operations. |
| ● | Comply with all environmental laws and regulations, or recognised international best practice as a minimum. |
Where we have serious concerns regarding a board’s
actions, or inaction, in relation to the environment we will consider taking voting action on an appropriate resolution.
We will use the indicators within the Carbon Disclosure Project
to identify companies which are not fulfilling their climate commitments. Where appropriate we will take voting action to encourage better
practice among companies which we deem to be laggards.
Labour and employment
Companies that respect internationally recognised labour
rights and provide safe and healthy working environments for employees are likely to reap the benefits. This approach is likely to foster
a more committed and productive workforce, and help reduce damage to reputation and a company’s license to operate. We expect companies
to comply with all employment laws and regulations and adopt practices in line with the International Labour Organization’s core
labour standards. a minimum.
In particular, companies will:
| ● | Take affirmative steps to ensure that they uphold decent labour standards. |
| ● | Adopt strong health and safety policies and programmes to implement such policies. |
| ● | Adopt equal employment opportunity and diversity policies and a programme for ensuring compliance with such policies. |
| ● | Adopt policies and programmes for investing in employee training and development. |
| ● | Adopt initiatives to attract and retain talented employees, foster higher productivity and quality, and encourage in their workforce
a commitment to achieving the company’s purpose. |
| ● | Ensure policies are in place for a company’s suppliers that promote decent labour standards, and programmes are in place to
ensure high standards of labour along supply chains. |
| ● | Report regularly on its policy and implementation of managing human capital. |
Where we have serious concerns regarding a board’s
actions, or inaction, in relation to labour and employment we will consider taking voting action on an appropriate resolution.
Human rights
We recognise the impact that human-rights issues can have
on our investments and the role we can play in stimulating progress. We draw upon a number of international, legal and voluntary agreements
for guidance on human-rights responsibilities and compliance. Our primary sources are the International Bill of Rights and the core conventions
of the International Labour Organisation (ILO), which form the list of internationally agreed human rights, and the UN Guiding Principles
on Business and Human Rights (UNGPs), which clarifies the roles of states and businesses. We encourage companies to use the UNGPs Reporting
Framework and encourage disclosure in line with this guidance.
We expect companies to:
| ● | Continually work to understand their actual and potential impacts on human rights. |
| ● | Establish systems that actively ensure respect for human rights. |
| ● | Take appropriate action to remedy any infringements on human rights. |
Where we have serious concerns regarding a board’s
actions, or inaction, in relation to human rights we will consider taking voting action on an appropriate resolution.
Business ethics
As institutions of wealth and influence, companies have a
significant impact on the prosperity of their local communities and the wider world. Having a robust code of ethics and ensuring professional
conduct mean companies operate more effectively, particularly when it comes to ethical principles governing decision- making. A company’s
failure to conform to internationally recognised standards of business ethics on matters such as bribery and corruption, can increase
its risk of facing investigation, litigation and fines. This could undermine its license to operate, and affect its reputation and image.
We expect companies to have policies in place to support
the following:
| ● | Ethics at the heart of the organisation’s governance. |
| ● | A zero-tolerance policy on bribery and corruption.. How people are rewarded, as pay can influence behaviour. |
| ● | Respect for human rights. |
| ● | Ethical training for employees. |
Where we have serious concerns regarding a board’s
actions, or inaction, related to business ethics we will consider taking voting action on an appropriate resolution.
We will review any resolution at company meetings we have
identified as covering environmental and social factors. The following will detail our overarching approach and expectations.
Our approach to vote analysis is consistent across active
and quantitative investment strategies Review the resolution, proponent and board statements, existing disclosures, and external
research. Engage with the company, proponents, and other stakeholders as required.
Involve thematic experts, regional specialists, and
investment analysts in decision-making to harness a wide range of expertise and include all material factors in our analysis.
Ensure consistency by using our own in-house guidance
to frame case-by-case analysis.
Monitor the outcomes of votes.
Follow-up with on-going engagement as required.
Given the nature of the topics covered by these resolutions
we do not apply binary voting policies. We adopt a nuanced approach to our voting research and outcomes and will consider the specific
circumstances of the company concerned. Our objective is not to vote in favour of all shareholder resolutions but to determine the best
outcome for the company in the context of the best outcome for our clients. There are instances where we are supportive of the spirit
of a resolution however there may be a reason which prevents our support for the proposal. For example, where the purpose of the resolution
is unclear, where the wording is overly prescriptive, when suggested implementation is overly burdensome or where the proposal strays
too closely to the board’s responsibility for setting the company’s strategy.
Management Proposals
We are supportive of the steps being taken by companies to provide transparent, detailed reporting of their ESG strategies and targets. While
shareholder proposals on environmental and social topics have been common on AGM agendas for several years, an increasing number of companies
are presenting management proposals, such as so called ‘say on climate’ votes, for shareholder approval. While we welcome
the intention of accountability behind these votes, we have reservations about the potential for them to limit the scope for subsequent
investor challenge and diminish the direct responsibility and accountability of the board and individual directors. We believe it is the
role of the board and the executive to develop and apply strategy, including ESG strategies, and we will continue to use existing voting
items to hold boards to account on the implementation of these strategies. As active investors we also regularly engage with investee
companies on ESG topics and find this dialogue to be the best opportunity to provide feedback.
We will review the appropriateness of ‘say on climate’
votes and consider if other voting mechanisms should be applied to ensure both Boards and Executives apply the appropriate rigour to initiate
and deliver strategies to support the climate transition.
Shareholder Proposals
The number of resolutions focused on environmental and social
(E&S) issues filed by shareholders continues to grow rapidly. The following provides an overview of some of the factors we consider
when assessing the most prevalent themes for shareholder proposals.
Climate Change
We are members of the Net Zero Asset Managers Initiatives
and this is reflected in our Active Ownership approach. We encourage the companies in which we invest to demonstrate a robust methodology
underpinning Paris aligned goals and targets and are supportive of resolutions that will help companies to achieve this. Once a credible
climate strategy is in place, we prioritise evidence of implementation over requests to re-draft strategies and targets after only a year
or two.
A growing number of resolutions call on companies to increase
the transparency of their reporting on climaterelated lobbying. These proposals typically encompass direct lobbying undertaken by the
company and indirect lobbying undertaken by trade associations and other organisations of which it is a member or supporter. Lobbying
contrary to the objectives of the Paris Agreement is effective in creating climate policy inertia and impeding the transition to net zero
economies.
We do not evaluate resolutions in isolation. Our approach
recognises the links between corporate governance, strategy and climate approach. Where a company’s operational response to climate
change is inadequate, the effectiveness of board oversight and corporate governance may also be called into question.
We expect and encourage companies to:
| ● | Demonstrate that a robust methodology underpins Paris aligned, net zero goals and targets. |
| ● | Set targets for absolute emission reduction, not just carbon intensity, to show a clear pathway to net zero. |
| ● | Report in alignment with the TCFD framework. |
| ● | Link targets to remuneration and ensure they are reflected in capital expenditure and R&D plans. |
| ● | Carefully manage climate-related lobbying by ensuring appropriate oversight, transparent disclosure of activities, and alignment of
activities with the company’s strategy and publicly stated positions. |
Diversity & Inclusion
Diversity, Equity & Inclusion (DEI) is an important
and growing theme for shareholder resolutions. In recent years resolutions have focussed on racial equity audits, pay gap reporting, transparent
disclosure of DEI metrics and assessments of the efficacy of DEI programmes.
A racial equity audit is an independent analysis of a company’s
business practices designed to identify practices that may have a discriminatory effect. We are supportive of racial equity audits in
relation to internal and external DEI programmes. It is appropriate that these programmes should have KPIs and audit mechanisms in place
to measure and evaluate outcomes. Some proposals request racial equity audits of provision of services. We are aware that measuring provision
of service is challenging and gathering racial data on customers can be difficult and inappropriate. There are also multiple different
factors that can influence service provision and which could be misconstrued as being racially motivated. We will however, support resolutions
which are not unduly prescriptive and allow companies to carry out audits within a reasonable timeframe, at a reasonable cost, and excluding
confidential or proprietary information.
We consider standardised gender pay gap disclosure to be
an important tool for assessing how companies are addressing gender inequality. Reporting on gender pay gaps across global operations
can help companies to remain ahead of the regulatory curve. It also enables them to offer better opportunities and remuneration for women
around the world. We are therefore supportive of resolutions which are likely to deliver these benefits.
Proposals must be carefully drafted
to achieve these outcomes. For instance, in the past we have been unable to support resolutions which called for global median gender
and racial pay gap reporting as it was unclear how this would reveal potential pay disparities at a local level and how it could be implemented
by companies with operations in jurisdictions where collection of racial identity data is illegal.
In the US market we support public disclosure of EEO-1 forms
by companies. The EEO-1 form details a comprehensive breakdown of workforce by race and gender according to ten employment categories.
The form is submitted privately to the US Equal Employment Opportunity Commission on an annual basis. When publicly disclosed, it offers
investors and other stakeholders data in a standardised and comparable form. We have used our engagement programme to ask the companies
in which we invest to disclose this form for their US operations while making it central to our D&I voting approach and supporting
resolutions that request it.
Human rights
As a supporter of the UN Guiding Principles on Business and
Human Rights (UNGPs), we expect companies to demonstrate how human rights due diligence is conducted across operations, services, product
use and the supply chain. Companies can have a significant impact on human rights directly through operations and provision of services,
and indirectly through product use and the supply chain. In recent years the sale and end-use of controversial technologies, such as facial
recognition software, has emerged as a prominent theme.
We expect and encourage companies to:
| ● | Have robust due diligence processes to assess the actual and potential human rights impacts of their operations, services, product
use and supply chain. |
| ● | Conduct customer and supplier vetting processes commensurate with the risk of human rights abuse. |
| ● | Publicly disclose information about the operation of these processes and utilise the UNGPs’ Reporting Framework. This will improve
the standard and consistency of human rights reporting and enable more informed investment decision making. |
Corporate Lobbying & Political Contributions
Corporate lobbying and political contributions are a recurrent
theme of shareholder resolutions, particularly in the US. These proposals typically encompass direct lobbying undertaken by the company
and indirect lobbying undertaken by trade associations and other organisations of which it is a member or supporter. Proposals may also
request the disclosure of more information regarding the process and rationale for political contributions. We expect companies to make
transparent, consolidated disclosures of direct and indirect lobbying and political expenditure. This disclosure should be underpinned
by a coherent policy that: explains public policy priorities and the rationale for associated expenditure, identifies the management positions
responsible for public policy engagement, and provides appropriate mechanisms for board oversight. These measures should mitigate the
risks associated with corporate lobbying and political contributions, protecting the interest of shareholders and other stakeholders.
Nuclear Energy
In the Japanese market nuclear energy is a recurrent theme
of shareholder resolutions. The Japanese government is seeking to reduce the nation’s reliance on coal and its energy strategy presents
safe nuclear power generation as an important source of base-load power. In this context, resolutions which seek to limit or cease the
nuclear operations of an individual company do not appear to be in the best interests of shareholders and other stakeholders. The health &
safety risks associated with nuclear energy are high, must be managed carefully across the industry, and are an important consideration
in our voting.
Important Information
This document is strictly for information purposes only and
should not be considered as an offer, investment recommendation, or solicitation, to deal in any of the investments or funds mentioned
herein and does not constitute investment research. abrdn does not warrant the accuracy, adequacy or completeness of the information and
materials contained in this document and expressly disclaims liability for errors or omissions in such information and materials.
Any research or analysis used in the preparation of this
document has been procured by abrdn for its own use and may have been acted on for its own purpose. The results thus obtained are made
available only coincidentally and the information is not guaranteed as to its accuracy. Some of the information in this document may contain
projections or other forward looking statements regarding future events or future financial performance of countries, markets or companies.
These statements are only predictions and actual events or results may differ materially. The reader must make their own assessment of
the relevance, accuracy and adequacy of the information contained in this document and make such independent investigations, as they may
consider necessary or appropriate for the purpose of such assessment. This material serves to provide general information and is not meant
to be investment, legal or tax advice for any particular investor. No warranty whatsoever is given and no liability whatsoever is accepted
for any loss arising whether directly or indirectly as a result of the reader, any person or group of persons acting on any information,
opinion or estimate contained in this document. abrdn reserves the right to make changes and corrections to any information in this document
at any time, without notice. This material is not to be reproduced in whole or in part without the prior written consent of abrdn.
Applying ESG and sustainability criteria in the investment
process may result in the exclusion of securities within the universe of potential investments. The interpretation of ESG and sustainability
criteria is subjective meaning that products may invest in companies which similar products do not (and thus perform differently) and
which do not align with the personal views of any individual investor. Furthermore, the lack of common or harmonized definitions and labels
regarding ESG and sustainability criteria may result in different approaches by managers when integrating ESG and sustainability criteria
into investment decisions. This means that it may be difficult to compare strategies within ostensibly similar objectives and that these
strategies will employ different security selection and exclusion criteria. Consequently, the performance profile of otherwise similar
vehicles may deviate more substantially than might otherwise be expected. Additionally, in the absence of common or harmonized definitions
and labels, a degree of subjectivity is required and this will mean that a product may invest in a security that another manager or an
investor would not.
abrdn plc is registered in Scotland (SC286832) at 1 George
Street, Edinburgh EH2 2LL.
Exhibit 99.(e)
U.S. Registered Advisers
Summary of Proxy Voting Guidelines
as
of October 26, 2022
Where clients appoint abrdn Inc. to vote proxies on their behalf,
policies have been established to vote these proxies in the best interests of our clients.
We employ ISS as a service provider to facilitate electronic voting.
We require ISS to provide recommendations based on our own set of parameters
tailored to abrdn’s assessment and approach, but remain conscious
that all voting decisions are our own on behalf of our clients. We consider ISS’s recommendations and those based on our custom
parameters as input to our voting decisions. We make use of the ISS standard research and recommendations and those based on our own
custom policy as input to our voting decisions. Where our analysts make a voting decision that is different from the recommendations
based on our custom policy they will provide a rationale for such a decisions which will be made publicly available in our voting disclosures.
In order to make proxy voting decisions, an abrdn analyst
assesses the resolutions at general meetings in our active investment portfolios. This analysis will be based on our knowledge of
the company, but will also make use of the custom and standard recommendations provided by ISS as described above. The product of
this analysis will be a final voting decision instructed through ISS and applied to all funds for which abrdn have been appointed to
vote. For funds managed by a sub-adviser, we may delegate to the sub-adviser the authority to vote proxies; however, the sub-adviser
will be required to either follow our policies and procedures or to demonstrate that their policies and procedures are consistent
with ours, or otherwise implemented in the best interest of clients.
There may be certain circumstances where abrdn Inc. may take a
more limited role in voting proxies. We will not vote proxies for client accounts in which the client contract specifies that abrdn
Inc. will not vote. We may abstain from voting a client proxy if the voting
is uneconomic or otherwise not in clients’ best interests. For
companies held only in passively managed portfolios, abrdn Inc. custom recommendations provided by ISS will be used to automatically
apply our voting approach; we have scope to intervene to test that this delivers appropriate results, and will on occasions intrude
to apply a vote more fully in clients’ best interests. If voting securities are part of a securities lending program, we may
be unable to vote while the securities are on loan. However, we have the ability to recall shares on loan or to restrict lending
when required, in order to ensure all shares have voted. In addition, certain jurisdictions may impose share-blocking restrictions
at various times which may prevent abrdn Inc. from exercising our voting authority.
We recognize that there may be situations in which we vote at a company
meeting where we encounter a conflict of interest. Such situations include:
| · | Where a portfolio manager owns the holding in a personal account. |
| · | An investee company that is also a segregated client. |
| · | An investee company where an Executive Director or Officer of our company
or that of abrdn plc or another affiliate is also a Director of that company. |
| · | An investee company where an employee of abrdn plc or an affiliate or subsidiary
is a Director of that company. |
| · | A significant distributor of our products. |
| · | Any other companies which may be relevant from time to time. |
We have adopted procedures within our proxy voting process to
identify where a conflict exists. These procedures are designed to ensure
that our voting decisions are based on our client’s best
interests and are not impacted by any conflict.
The implementation of this policy, along with conflicts of
interest, will be reviewed periodically by the Active Ownership team.
abrdn’s Global ESG Principles &
Voting Policies are published on our website.
Clients
may obtain a free copy of abrdn Inc.’s proxy voting policies
and procedures and/or proxy voting records for their account by contacting us at (215) 405-5700. abrdn publishes ESG
Principles & Voting Policies, which describe our approach to investment analysis, shareholder engagement and proxy voting
across companies worldwide. There are published on our website.
Clients that have not granted abrdn Inc. voting authority over
securities held in their accounts will receive their proxies in accordance with the arrangements they have made with their service
providers.
Listed
Company ESG Principles & Voting Policies
February 2023
Introduction
Active Ownership
and Environmental, Social & Governance (ESG) considerations
are a driver of our investment process, our investment activity, our client journey and our corporate influence.
Through engagement with the companies in which we invest, and by exercising
votes on behalf of our clients, we seek to improve the financial resilience
and performance of our clients’ investments. Where we believe change
is needed, we endeavour to catalyse this through our stewardship capabilities.
Our expectations
As global investors, we are particularly aware that ESG structures
and frameworks vary across regions. Furthermore, what we expect of the companies in which we invest varies between different stages of
business development and the underlying history and nature of the company in
question. We seek to understand each company’s individual circumstances
and so evaluate how it can best be governed and overseen. As such, we strive to apply the principles and policies set out on these pages in
response to the needs of that individual company at that particular time. Our heritage as a predominantly active fund manager helps drive
this bespoke approach to understanding good governance and risk management.
We have a
clear perception of what we consider to be best practice globally – as
set out in this document. However we will reflect the nature of the business, our close understanding of individual companies and regional
considerations, where appropriate, in our approach to applying these policies, which are not exhaustive.
This document
has received approval from the Head of Public Markets and the Investment Vector’s
Chief Sustainability Officer following consultation with various internal stakeholders.
Our approach to stewardship
We seek to integrate and appraise environmental, social and governance
factors in our investment process. Our aim is to generate the best long-term outcomes for our clients and we will actively take steps
as stewards and owners to protect and enhance the value of our clients’ assets.
Stewardship is a reflection of this bespoke approach to good governance
and risk management. We seek to understand each company’s specific approach to governance, how value is created through business
success and how investors’ interests are protected through the management of risks that materially impact business success.
This requires us to play our part in the governance process by being active stewards of companies, involved in dialogue with management
and non-executive directors where appropriate, understanding the material risks and opportunities – including those relating to
environmental and social factors and helping to shape the future success of the business.
We will:
| · |
Take into consideration, in our investment process, the policies and practices on environmental, social and governance matters of the companies in which we invest. |
| · |
Seek to enhance long-term shareholder value through constructive engagement with the companies in which we invest. |
| · |
Actively engage with the companies and assets in which we invest where we believe we can influence or gain insight. |
| · |
Seek to exercise voting rights, where held, in a manner consistent with our clients’ long-term best interests. |
| · |
Seek to influence the development of high standards of corporate governance and corporate responsibility in relation to environmental and social factors for the benefit of our clients. |
| · |
Communicate our Listed Company ESG Principles and Voting Policies to clients, companies and other interested parties. |
| · |
Be accountable to clients within the constraints of professional confidentiality and legislative and regulatory requirements. |
| · |
Be transparent in reporting our engagement and voting activities. |
abrdn is committed to exercising responsible ownership with a
conviction that companies adopting improving practices in corporate governance and risk management will be more successful in their
core activities and deliver enhanced returns to shareholders. As owners of companies, the process of stewardship is a natural part
of our investment approach as we seek to benefit from their long-term success on our clients’ behalf.
Engagement
It is a central tenet of our active investment approach that we strive
to meet with the management and directors of our investee companies on a regular basis. The discussions we have cover a wide range
of topics, including: strategic, operational, and ESG issues and consider the long-term drivers of value. Engagement with companies
on ESG risks and opportunities is a fundamental part of our investment process. It is a process by which we can discuss how a company identifies,
prioritises and mitigates its key risks and optimises its most significant opportunities. As such, we regard engagement as:
| |
· |
Important to understanding investee companies as a whole. |
| |
· |
Helpful when conducting proper ESG analysis. |
| |
· |
Useful to maintaining open dialogue and solid relationships with companies. |
| |
· |
An opportunity to inflect positive change on a company’s holistic risk management programme – be active with our holdings rather than activist. |
Proxy Voting
Proxy voting is an integral part of our active stewardship approach
and we seek to exercise voting rights in a manner in line with our clients’ best interests. We seek to ensure that voting reflects
our understanding of the companies in which we invest on behalf of our clients. We believe that voting is a vital mechanism for holding
boards and management teams to account, and is an important tool for escalation and shareholder action.
This document includes our process and overarching policy guidelines
which we apply when voting at general meetings. These policies are not exhaustive and we evaluate our voting on a case by case basis.
As a global investment firm we recognise the importance of adopting a regional approach, taking into account differing and developing
market practices. Where a policy is specific to one region this is denoted.
We endeavour to engage with companies regarding our voting decisions
to maintain a dialogue on matters of concern.
Voting Process In line with our active ownership approach,
we review the majority of general meeting agendas convened by companies which are held in our active equity portfolios. Analysis
is undertaken by a member of our regional investment teams or our Active Ownership team and votes instructed following consideration
of our policies, our views of the company and our investment insights. To enhance our analysis we may engage with a company prior
to voting to understand additional context and explanations, particularly where there is deviation from what we believe to be best
practice.
To supplement our own analysis we make use of the benchmark research
and recommendations provided by ISS, a provider of proxy voting services. In the UK we also make use of the Investment Association’s
(IA) Institutional Voting Information Service. We have implemented regional voting policy guidelines with ISS which ISS applies to
all meetings in order to produce customised vote recommendations. These custom recommendations help identify resolutions which deviate
from our expectations. They are also used to determine votes where a company is held only in passive funds. Within our custom policies,
however, we do specify numerous resolutions which should be referred to us for active review. For example we will analyse all proposals
marked by ISS as environmental or social proposals.
While it is most common for us to vote in line with a board’s
voting recommendation we will vote our clients’ shares against resolutions which are not consistent with their best interests.
We may also vote against resolutions which conflict with local governance guidelines, such as the IA in the UK. Although we seek
to vote either in favour or against a resolution we do make use of an abstain vote where this is considered appropriate. For example
we may use an abstention to acknowledge some improvement, but as a means to reserve our position in expectation that further improvement
is needed before we can vote in favour. Where we vote against a resolution we endeavour to inform companies of our rationale.
In exceptional circumstances we may attend and speak at a shareholder
meeting to reinforce our views to the company’s board.
We endeavour to vote all shares for which we have voting authority.
We may not vote when there are obstacles to do so, for example those impacting liquidity, such as share- blocking, or where there
is a significant conflict of interest. We use the voting platform of ISS to instruct our votes. Where we lend stock on behalf of
clients, and subject to the terms of client agreements, we hold the right to recall shares where it is in clients’ interests
and we take the view that it will impact the final vote to maintain full voting weight on a particular meeting or resolution.
Our votes are disclosed publicly on our website one day after a general
meeting has taken place.
Strategy
We invest in companies to create the best outcome for our clients.
Companies must be clear about the drivers of their business success and their strategy for maintaining and enhancing it. Investment
is a forward-looking process; we seek to understand the opportunity for a business and its scope for future value-creation over the
long term. In order to do this, we need clarity on past business delivery and its drivers, and on the effective track record of management;
we require honest and open reporting to build confidence in that track record. We seek confidence that companies and their management
can maintain their competitive positioning and operational performance and subsequently enhance returns for investors. A clear strategy
and clarity about the drivers of operational success provides the lens through which we will consider most corporate issues, not
least assessing performance and risk management.
| |
· |
We will consider voting against executive or non-executive directors if we have serious concerns regarding the oversight or implementation of strategy. |
Board of Directors
We believe effective board governance promotes the long-term success
and value creation of the company. The board should be responsible for establishing the company’s purpose and strategy, overseeing
management in their implementation of strategy and performance against objectives. The board should ensure a strong framework of
control and risk oversight, including material ESG risks. The board should assess and monitor culture and be engaged with the workforce,
shareholders and wider society.
Board Composition
Effective decision making requires a mix of skills around the table
and constructive debate between diverse and different-minded individuals. A range of skills, experience and perspectives should be
drawn together on the board. These include industry knowledge, experience from other sectors and relevant geographical knowledge.
Independence of thought plays a crucial role in the ability of a board to generate the debate and discussion that will challenge management,
help enhance business performance and improve decision-making. Board assessments will help the board ensure it has the necessary
mix of skills, diversity and quality of individuals to address the current risks and opportunities the company faces. Unitary boards
should comprise an appropriate combination of executive and non- executive directors such that no group of individuals dominates
decision-making. We expect the size of the board to reflect the size, nature and complexity of the business. We also expect regular
internal and external board evaluations which include an assessment of board composition and effectiveness.
Leadership
Running businesses effectively for the long
term requires effective collaboration and cooperation, with no individual or small group having unfettered powers. Nor should they
have dominant influence over the way a business is run or over major decisions about its operations or future. There should be a
division of responsibility between board leadership and executive leadership of the business. We believe that there should be a division
of roles at the top of the organisation, typically between a Chief Executive Officer (CEO) and an independent Chair.
| |
· |
We will consider supporting the re-election of an existing Chair & CEO role combination, recognising that this remains common in certain geographies. In reviewing on a case by case basis we will take account of the particular circumstances of the company and consider what checks and balances are in place, such as the presence of a strong Senior Independent Director with a clear scope of responsibility. |
| |
· |
We will generally oppose any re-combination of the roles of CEO and Chair, unless the move is on a temporary basis due to exceptional circumstances or other mitigating factors. |
| |
· |
We will generally oppose any move of a retiring CEO to the role of Chair. |
Independence
Companies should be led and overseen by genuinely independent boards.
When looking at board composition we generally expect to see a majority of independent directors, with boards identifying their independence
classifications in the Annual Report. It is preferable to see an identified Senior Independent Director (SID) on the board, who will
lead the appraisal of and succession planning for the Chair. We expect SIDs to meet with investors and be a point of contact for escalating
concerns if required.
In assessing a director’s independence we will have due regard
for whether a director:
| (I) |
Has been an employee of the company within the last five years. |
| (II) |
Has had within the last three years a material business relationship with the company. |
| (III) |
Has received remuneration in addition to director fees or participates in the company’s option or variable incentive schemes, or is a member of the company’s pension scheme. |
| (IV) |
Has close family ties with any of the company’s advisers, directors or senior employees. |
| (V) |
Holds cross-directorships or has significant links with other directors through involvement in other companies or bodies. |
| (VI) |
Represents a significant shareholder. |
| (VII) |
Has served on the board for more than 12 years (or 9 for UK companies). |
| · |
We will consider voting against the re-election of non-independent directors if the board is not majority independent (excluding employee representatives). In doing so we will have regard for whether a company is controlled and the nature of the non-independence – for example, we are unlikely to vote against shareholder representatives unless their representation is disproportionate to their shareholding. |
Succession Planning & Refreshment
Regular refreshment of the non-executive portion of a board helps draw
in fresh perspectives, not least in the context of changes to business and emerging opportunities and risks. It also helps limit
the danger of group-think. Thoughtful and proactive succession planning is therefore needed for board continuity, to ensure that
a board is populated by individuals with an appropriate mix of skills, experience and perspective. We expect the board to implement
a formal process for the recruitment and appointment of new directors, and to provide transparency of this in the Annual Report.
| |
· |
We will vote against non-executive directors where there are concerns regarding board refreshment or excessive tenure. Where there are directors who have served for over 12 years on a board which has seen no refreshment in 3 years (2 in UK), we will generally vote against their re-election. If a director has served for over 15 years we will generally vote against their re-election. We will, however, consider the impact on board continuity and the company’s succession planning efforts prior to doing so. We may not apply the tenure limit to directors who are founders or shareholder representatives. |
Diversity
We believe that companies that make progress
in diversity and inclusion (D&I) are better positioned for long-term sustainability and outperformance. Diversity of thought,
paired with a culture of inclusion, can help companies to tackle increasingly complex challenges and markets. We expect boards to
report on how they promote D&I throughout the business and believe that setting targets is important to addressing imbalances.
We recognise the importance of adopting a regional approach to diversity and inclusion, allowing us to press for progress with appropriate
consideration for the starting point. We have for several years, actively encouraged progress in gender diversity at all levels,
and have expanded our scope in relation to diversity and inclusion across geographies. In respect of ethnic diversity, this is coming increasingly
into focus as we encourage boards to progress in ensuring that their composition reflects their employee and customer bases.
Our regional specific policies are below. In determining our votes
we will take account of mitigating factors, such as the sudden departure of a female board member. We will also consider any clear
progress being made by the company on diversity and any assurance that diversity shortfalls will soon be addressed. Gender Diversity
| |
· |
UK: We will generally vote against the Nomination Committee Chair of FTSE 350 companies if the board is not comprised of at least one third female directors. For smaller companies, we will take this action if the board does not include at least one female director. |
| |
· |
Europe: We will generally vote against the Nomination Committee Chair of LargeCap companies if the supervisory board is not comprised of at least 30% female directors, or is not in line with the local standard if higher. For smaller companies, we will take this action if the supervisory board does not include at least one female director. |
| |
· |
Australia: We will generally vote against the Nomination Committee Chair of ASX300 companies if the board is not comprised of at least 30% female directors. |
| |
· |
North America: We will generally vote against the Nomination Committee Chair of LargeCap companies if the board is not comprised of at least 30% female directors. For smaller companies, we will take this action if the board does not include at least one female director |
Ethnic Diversity
| |
· |
UK: We will generally vote against the Nomination Committee Chair at the boards of FTSE 100 companies, if the board does not include at least one member from an ethnic minority background. This is in line with targets set up by the Parker Review. |
| |
· |
US: We will generally vote against the Nomination Committee Chair at the boards of S&P 1500 & Russell 3000 companies if the board does not include at least one member from a racial or ethnic minority background. |
Directors’ Time Commitment
Individual directors need sufficient time to carry out their role effectively
and therefore we seek to ensure that all directors maintain an appropriate level of overall commitments such that allows them to
be properly diligent.
| |
· |
We will consider opposing the election or re-election of any director where there is a concern regarding their ability to dedicate sufficient time to the role. In making this assessment we will have regard for the ISS classification of ‘overboarding’. |
| |
· |
We will generally oppose the re-election of any director who has attended fewer than 75% of board meetings in two consecutive years. |
Board Committees
Boards should establish committees, populated by independent and appropriately
skilled non-executive directors, to oversee (as a minimum) the nomination, audit and remuneration processes. It may also be appropriate
for additional committees to be established, such as a risk or sustainability committee. These committees should report openly on
an annual basis about their activities and key decisions taken.
| |
· |
We will consider voting against committee members if we have concerns regarding the composition of a committee. |
Nomination Committee
This committee has responsibility for leading the process for orderly
non-executive and senior management succession planning and recruitment, and for overseeing the composition of the board including
skillset, experience and diversity. We expect the committee to be comprised of a majority of independent directors with an independent
Chair.
| |
· |
We will consider voting against the re-election of the Nomination Committee Chair if we have concerns regarding the composition of the board or concerns regarding poor succession planning. |
Audit Committee
This committee has responsibility for monitoring the integrity of the
financial statements, reviewing the company’s internal financial controls and risk management systems, reviewing the effectiveness
of the company’s internal audit function and appointing auditors. While we prefer the committee to be wholly independent, at
minimum we expect the committee to be comprised of a majority of independent directors with an independent Chair and at least one
member having recent and relevant financial experience.
| |
· |
We will generally vote against the re-election of the Audit Committee Chair if at least one member of the Committee does not have recent and relevant financial experience. |
Remuneration Committee
This committee is responsible for determining the policy and setting
remuneration for executive and non-executive directors. The committee should ensure that remuneration is aligned with strategy and
company performance and should clearly demonstrate regard for the company’s employees, for wider society and be cognisant of
the company’s licence to operate when considering policy and the overall level of remuneration. We expect remuneration committees to
be robust in their approach to developing and implementing remuneration policies, with formal and transparent procedures for developing
policies and for determining remuneration packages. Remuneration committees should be comprised of a majority of independent directors
with an independent Chair and we expect members to have appropriate experience and knowledge of the business. No executive should
be involved in setting their own remuneration.
| |
· |
Where we have significant concerns regarding the company’s remuneration policy or reward outcomes we may escalate these concerns through a vote against the Chair or members of the Remuneration Committee. |
Director Accountability
We expect to be able to hold boards
to account through engagement and regular director re-elections and directors should feel that they are accountable to investors.
We encourage individual, rather than bundled, director elections. While our preference is for directors to be subject to re-election
annually, we expect re-elections to take place at least every three years. Lengthier board mandates, while not uncommon in some markets,
risk divorcing directors from an appropriate sense of accountability. Directors and management should make themselves available for
discussions with major shareholders as we expect to have open dialogue to share our perspectives and gain confidence that the individuals
are carrying out their roles with appropriate vigour and diligence. A further important element of director accountability to shareholders
is that investors should have the right, both formal and informal, to propose and promote individual directors to be considered for
election to the board by all shareholders.
| |
· |
We will generally oppose the re-election of non- independent NEDs who are proposed for a term exceeding three years. We may not apply this to directors who are shareholder representatives. |
| |
· |
Where we have significant concerns regarding a board member’s performance, actions or inaction to address issues raised we may vote against their re-election. |
| |
· |
We may vote against directors who decline appropriate requests for meeting without a clear justification. |
| |
· |
Where a director has held a position of responsibility at a company which has suffered a material governance failure, we will consider whether we are comfortable to support their re-election at other listed companies. |
| |
· |
We will generally support resolutions to discharge the supervisory board or management board members unless we have serious concerns regarding actions taken during the year under review. Where there is insufficient information regarding allegations of misconduct, we may prefer to abstain. In exceptional circumstances we may vote against the discharge resolution to reflect serious ESG concerns if there is not another appropriate resolution. |
| |
· |
We will not support the election of directors who are not personally identified but are proposed as corporations. |
Reporting
A company’s board should present a fair, balanced and understandable
assessment of the company’s position and prospects – financial and non-financial – and of how it has fulfilled
its responsibilities. We support the principle of full disclosure of relevant and useful information, subject to issues of commercial
confidentiality and prejudice. Boilerplate disclosure should be avoided. We encourage companies to consider using the appropriate
globally developed standards and would particularly encourage the use of those created by the Taskforce for Climate related Financial
Disclosure (TCFD), the International Integrated Reporting Council (IIRC), the Sustainability Accounting Standards Board (SASB) and the
Global Reporting Initiative (GRI). Audited reporting and financial numbers should be published ahead of any relevant shareholder
meetings. We continue to monitor the evolving reporting landscape and consider new reporting developments as they emerge, either
voluntary or regulatory.
| |
· |
We may consider voting against a company’s Annual Report & Accounts if we have concerns regarding timely provision or disclosure. |
Political Donations & Lobbying
Companies should be consistent in their public statements and not undermine
these in private commentary to market participants or to politicians and regulators. We welcome transparency from companies about
their lobbying activities and believe that good companies have nothing to hide in this respect. Similarly we encourage transparency
of any political donations that companies deem appropriate – and we expect a clear explanation of why such donations are an appropriate
use of corporate funds.
Risk & Audit
The board is responsible for determining the company’s risk appetite,
establishing procedures to manage risk and for monitoring the company’s internal controls. We expect boards to conduct robust
assessments of the company’s material risks and report to shareholders on risks, controls and effectiveness. The introduction
of global accounting standards has led to much greater investor confidence in the accounts produced by companies around the world.
It has also assisted in creating consistency of reporting across companies, enabling fairer comparisons between different operating businesses.
We therefore encourage companies seeking international investment to report under International Financial Reporting Standards (IFRS)
or US GAAP. As a firm abrdn supports the continued development of high quality global accounting standards.
An independent audit, delivered by a respected audit firm, is a required
element for investor confidence in reporting by companies. We strongly favour meaningful, transparent and informative auditor reports,
giving us additional insights into the audit process and accounting outcomes. Audit fees must be sufficient to pay for an appropriately
in-depth assurance process. We would be concerned if a company sought to make savings in this respect as the cost in terms of damage
to audit effectiveness and confidence in the company’s accounts would be much more substantial.
The independence of the auditor and the standard of their work, particularly
in challenging management, should be subject to regular assessment that is appropriately disclosed. Even when individuals carrying
out the audit are refreshed, we believe that the independence of the audit firm erodes over time and we will encourage a tender process
and change of audit firm where an engagement has lasted for an extended period. In order to demonstrate the level of independence,
companies should not have the same audit firm in place for more than 20 years.
The relationship with the auditor should be mediated through the audit
committee. Where we are significant shareholders, we expect to be consulted on plans to tender and replace auditors.
| |
· |
We will generally vote against the re-election of an auditor which has a tenure of 20 years or over, if there are no plans for rotation in the near term. |
| |
· |
We will consider voting against the auditors if we have concerns regarding the accounts presented or the audit procedures used. |
| |
· |
We will vote against the approval of auditor fees if we have concerns regarding the level of fees or the balance of non-audit and audit fees. |
Remuneration
Remuneration policies and the overall levels of pay should be aligned
with strategy, attracting and retaining talent and incentivising the decisions and behaviours needed to create long-term value. The
component parts of remuneration should be structured so as to link rewards to corporate and individual performance and they should
be considered in the context of the remuneration policies when taken as a whole. We recognise the benefits of simplicity in forming
the policy, which should clearly link outcomes and expectations for those receiving the remuneration, as well as external stakeholders.
The structure should be transparent and understandable.
A company’s annual report should contain an informative statement
of remuneration policy which communicates clearly to stakeholders how it has developed and evolved. This should include details of
any stress testing that may have been undertaken to understand the policy outcomes for different business scenarios. The remuneration
committee should provide a clear description of the application of policy and the outcomes achieved.
Base salary should be set at a level appropriate for the role and responsibility
of the executive. We discourage increases which are driven by peer benchmarking, and expect increases to be aligned with the wider
workforce. Consideration should also be given to the knock on impact to variable remuneration potential. Pension arrangements and
benefits should be clearly disclosed. We generally expect pension structures to be aligned with the wider workforce.
A company should structure variable, performance- related pay to incentivise
and reward management in a manner that is aligned with the company’s sustainable performance and risk appetite over the long
term. We expect all variable pay to be capped, preferably as a proportion of base salary. In the UK we expect variable pay to be
capped as a proportion of salary. In other markets, if variable pay is capped at a number of shares, we expect the value of grants
to be kept under review annually to ensure the value remains appropriate and is not excessive.
Performance metrics used to determine variable pay should be clearly
disclosed and aligned with the company’s strategy. A significant portion of performance metrics should seek to measure significant
improvements in the underlying financial performance of the company. We also encourage the inclusion of non-financial metrics linked
to targets which are aligned with the company’s progress on its ESG strategy. Where possible we expect these targets to be
quantifiable and disclosed.
Variable pay arrangements should incentivise participants to achieve
above-average performance through the use of challenging targets. We encourage sliding-scale performance measures and expect performance
target ranges to be disclosed to enable shareholders to assess the level of challenge and pay for performance alignment. We expect
annual bonus targets to be disclosed retrospectively and encourage the disclosure of long term incentive (LTI) targets at the beginning
of the performance period, but at minimum we expect retrospective disclosure. Where bonus or LTI targets are not disclosed due to
commercial sensitivity we expect an explanation of why the targets continue to be considered sensitive retrospectively and expect
some detail regarding the level of achievement vs target. Where a share price metric is being used, we expect this to be underpinned
by a challenging measure of underlying performance.
We encourage settlement of a portion of the annual bonus in shares
which are deferred for at least one year.
We expect settlement of long term incentives to be in shares, with
rationale provided for any awards settled in cash. Long term incentives should have a performance period of no less than three years.
In the UK we expect a further holding period of two years to be applied, and we encourage this in other markets.
We do not generally support restricted share schemes or value creation
plans. We will consider supporting the use of restricted share plans which have been structured consistent with the guidelines of
the Investment Association.
We expect appropriate malus and clawback provisions to be applied to
variable remuneration plans.
We expect shareholding guidelines to be adopted for executive directors
and encourage the adoption of post- departure shareholding guidelines.
We expect details of any use of discretion to be disclosed and its
use should be justifiable, appropriate and clearly explained. We would expect policies to be sufficiently robust so that discretion
is only necessary in exceptional circumstances. We do not generally support exceptional awards, and are particularly sensitive to
such awards being granted to reward a corporate transaction.
We expect executive service contracts to provide for a maximum notice
period of 12 months. We will consider local best practice provisions related to severance arrangements when voting.
Non-executive fees should reflect the role’s level of responsibility
and time commitment. We do not support NED’s participation in option or performance-related arrangements. However we do support
the payment of fees in shares, particularly where conservation of cash is an issue.
In the UK our expectations of companies are aligned with the Investment
Association’s Principles of Remuneration.
Where significant changes to remuneration arrangements are being considered,
we would expect remuneration committees to consult with their largest shareholders prior to finalising any changes. Where any increase
to variable remuneration is proposed, we would expect this to be accompanied by a demonstrable increase in the stretch of the targets.
Furthermore we expect any increases to remuneration to be subject to shareholder approval.
In response to the issues arising from the cost of living crisis being
experienced by many people in the UK, we expect companies to focus any additional help towards those members of the workforce who
need it most. We expect Remuneration Committees to take into account factors arising from the cost of living crisis when deliberating
over executive pay outcomes. We would be concerned by reputational issues arising from decisions made in these unusual circumstances
and may make this a factor in our voting decisions at relevant AGMs.
In line with the expectations set out above we will generally vote
against the appropriate resolution(s) where:
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We consider the overall reward potential or outcome to be excessive. |
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A significant increase to salary has been granted which is not aligned with the workforce or is not sufficiently justified. |
| · |
A significant increase to performance-related pay has been granted which is not sufficiently justified, is not accompanied by an increase in the level of stretch required for achievement or results in the potential for excessive reward. |
| · |
There is no appropriate cap on variable incentive schemes. |
| · |
Performance targets for annual bonus awards are not disclosed retrospectively and the absence of disclosure is not explained. |
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Performance targets for long term incentive awards are not disclosed up front and there is no compelling explanation regarding the absence of disclosure or a commitment to disclose retrospectively. |
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Performance targets are not considered sufficiently challenging, either at threshold, target or maximum. |
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Relative performance targets allow vesting of awards for below median performance. |
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Retesting provisions apply. |
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Incentives that have been conditionally awarded have been repriced or performance conditions changed part way through a performance period. |
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We have concerns regarding the use of discretion or the grant of exceptional awards. |
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Pension arrangements are excessive. |
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Pension arrangements are not aligned with the wider workforce (UK). |
Investor Rights
The interests of minority shareholders must be protected and any major,
or majority, investor should not enjoy preferential treatment. The structure of ownership or control should minimise the potential
for abuse of public shareholders.
Corporate Transactions
Companies should not make significant changes to their structure or
nature without being fully transparent to their investors. Shareholders should have the opportunity to vote on significant corporate
activity, such as mergers and acquisitions. Where a transaction is with a related party, only independent shareholders should have
a vote. Even in markets where no vote is given to shareholders in these circumstances, investors need transparent disclosure of the reasons
for any such major change. Companies should expect that shareholders may want to discuss and debate proposed developments
Diversification beyond the core skills of the business needs to be
justified as it is more often than not a distraction from operational performance. All major deals need to be clearly explained and
justified in the context of the pre- existing strategy and be subject to shareholder approval.
We will vote on corporate transactions on a case by case basis.
Dividends
We will generally support the payment of dividends but will scrutinise
the proposed level where it appears excessive given the company’s financial position.
Share Capital
The board carries responsibility for prudent capital management and
allocation.
Share Issuance
We will consider capital raises which are proposed for a specific purpose
on a case by case basis but recognise that it can be beneficial for companies to have some general flexibility to issue shares to
raise capital. However we expect issuances to be limited to the needs of the business and companies should not issue significant
portions of shares unless offering these on a pro-rata basis to existing shareholders to protect against inappropriate dilution of
investments.
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Where a company seeks a general authority to issue shares we generally expect this to be limited to 25% of the company’s share capital for pre- emptive issuances. In the UK we are aligned with the guidance of the Investment Association Share Capital Management Guidelines. |
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Where a company seeks a general authority to issue shares we generally expect this to be limited to 10% of the company’s share capital for non-pre-emptive issuances. In the UK we are aligned with the guidance of the Investment Association Share Capital Management Guidelines and those of the Pre-Emption Group. |
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We will not generally support share issuances at investment trusts unless there is a commitment that shares would only be issued at a price at or above net asset value. |
When considering our votes we will, however, take account of the company’s
circumstances and any further detail regarding proposed capital issuance authorities prior to voting.
Following changes to the UK’s Pre-Emption Group Guidelines in
November 2022, which reflect an increase on previous limits, we will hold the Chair of the company accountable for any perceived
misuse of the increased flexibility through a vote against their re-election.
Buyback We recognise that share buybacks can be a flexible
means of returning cash to shareholders.
| · |
We will generally support buyback authorities of up to 10% of the issued share capital. |
Related Party Transactions
The nature of relations –
particularly any related party transactions (RPTs) – with parent or related companies, or other major investors, must be disclosed
fully. Related party transactions must be agreed on arm’s length terms and be made fully transparent. Where they are material,
they should be subject to the approval of independent shareholders.
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We will vote against RPTs where there is insufficient transparency of the nature of the transaction, the rationale, the terms or the views and assessment of directors and advisors. |
Article/Bylaw amendments
While it is standard to see proposals from companies to amend their
articles of association or bylaws, we will review these on a case by case basis. When doing so we expect full transparency of the
proposed changes to be disclosed.
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We will vote against amendments which will reduce shareholder rights. |
Anti-Takeover Defences
There should be no artificial structures
put in place to entrench management and protect companies from takeover. The best defence from hostile takeover is strong operational
delivery.
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We will generally vote against anti-takeover/‘poison pill’ proposals. |
Voting Rights
We are strong supporters of the principle
of ‘one share, one vote’ and therefore favour equal voting rights for all shareholders.
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We will generally vote against proposals which seek to introduce or continue capital structures with multiple voting rights. |
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We will consider voting against proposals to raise new capital at companies with multiple share classes and voting rights. |
General Meetings
Shareholder meetings provide an important
opportunity to hold boards to account not only through voting on the proposed resolutions but also by enabling investors the opportunity
to raise questions, express views and emphasise concerns to the entire board. We may make a statement at a company’s AGM as
a means of escalation to reinforce our views to a company’s board.
We welcome the opportunity to attend meetings virtually, being of the
view that this can increase participation given obstacles such as location or meeting concentration. However we are not supportive
of companies adopting virtual-only meetings as we believe this format reduces accountability. Our preference is for a hybrid meeting
format to balance the flexibility of remote attendance with the accountability of an in-person meeting.
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We will generally support resolutions seeking approval to shorten the EGM notice period to minimum 14 days, unless we have concerns regarding previous inappropriate use of this flexibility. |
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We will generally support proposals to enable virtual meetings to take place as long as there is confirmation that the format will be hybrid, with physical meetings continuing to take place (unless prohibited by law). We expect virtual attendees to have the same rights to speak and raise questions as those attending in-person. |
As part of strategic planning, boards need to have oversight of,
and clearly articulate, the key opportunities and risks affecting the sustainability of the business model. This includes
having a process for, and transparent disclosure of, potential and emerging opportunities and risks and the actions being
taken to address them.
The effective management of risks extends to long-term issues that
are hard to measure and whose timeframe is uncertain and will include the management of environmental and social issues. We use the
UN Global Compact’s four areas of focus in assessing how companies are performing in this area.
Specifically we expect companies to be able to demonstrate how they
manage their exposures under the following headings.
The Environment
It is generally accepted that companies
are responsible for the effects of their operations and products on the environment. The steps they take to assess and reduce those
impacts can lead to cost savings and reduce potential reputational damage. Companies are responsible for their impact on the climate
and they face increased regulation from world governments on activities that contribute to climate change.
We expect that companies will
| · |
Identify, manage and reduce their environmental impacts. |
| · |
Understand the impact of climate change along the company value chain. |
| · |
Develop group-level climate policies and, where relevant, set targets to manage the impact, report on policies, practices and actions taken to reduce carbon and other environmental risks within their operations. |
| · |
Comply with all environmental laws and regulations, or recognised international best practice as a minimum. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to the environment we will consider taking voting action on an appropriate resolution.
We will use the indicators within the Carbon Disclosure Project to
identify companies which are not fulfilling their climate commitments. Where appropriate we will take voting action to encourage
better practice among companies which we deem to be laggards.
Labour and employment
Companies that respect internationally
recognised labour rights and provide safe and healthy working environments for employees are likely to reap the benefits. This approach
is likely to foster a more committed and productive workforce, and help reduce damage to reputation and a company’s license
to operate. We expect companies to comply with all employment laws and regulations and adopt practices in line with the International
Labour Organization’s core labour standards. a minimum.
In particular, companies will:
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Take affirmative steps to ensure that they uphold decent labour standards. |
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Adopt strong health and safety policies and programmes to implement such policies. |
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Adopt equal employment opportunity and diversity policies and a programme for ensuring compliance with such policies. |
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Adopt policies and programmes for investing in employee training and development. |
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Adopt initiatives to attract and retain talented employees, foster higher productivity and quality, and encourage in their workforce a commitment to achieving the company’s purpose. |
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Ensure policies are in place for a company’s suppliers that promote decent labour standards, and programmes are in place to ensure high standards of labour along supply chains. |
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Report regularly on its policy and implementation of managing human capital. |
Where we have serious concerns regarding a board’s actions,
or inaction, in relation to labour and employment we will consider taking voting action on an appropriate resolution.
Human rights
We recognise the impact that human-rights issues can have on our investments
and the role we can play in stimulating progress. We draw upon a number of international, legal and voluntary agreements for guidance
on human-rights responsibilities and compliance. Our primary sources are the International Bill of Rights and the core conventions
of the International Labour Organisation (ILO), which form the list of internationally agreed human rights, and the UN Guiding Principles
on Business and Human Rights (UNGPs), which clarifies the roles of states and businesses. We encourage companies to use the UNGPs
Reporting Framework and encourage disclosure in line with this guidance. We expect companies to:
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· |
Continually work to understand their actual and potential impacts on human rights. |
| |
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Establish systems that actively ensure respect for human rights. |
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Take appropriate action to remedy any infringements on human rights. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to human rights we will consider taking voting action on an appropriate resolution.
Business ethics
As institutions of wealth and influence, companies have a significant
impact on the prosperity of their local communities and the wider world. Having a robust code of ethics and ensuring professional
conduct mean companies operate more effectively, particularly when it comes to ethical principles governing decision- making. A company’s
failure to conform to internationally recognised standards of business ethics on matters such as bribery and corruption, can increase
its risk of facing investigation, litigation and fines. This could undermine its license to operate, and affect its reputation and
image.
We expect companies to have policies in place to support the following:
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Ethics at the heart of the organisation’s governance. |
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A zero-tolerance policy on bribery and corruption.. How people are rewarded, as pay can influence behaviour. |
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Respect for human rights. |
| |
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Ethical training for employees. |
Where we have serious concerns regarding a board’s actions, or
inaction, related to business ethics we will consider taking voting action on an appropriate resolution.
We will review any resolution at company meetings which ISS has
identified as covering environmental and social factors.
The following will detail our overarching approach and expectations.
Our approach to vote analysis is consistent across active and quantitative
investment strategies
Review the resolution, proponent and board statements, existing
disclosures, and external research.
Engage with the company, proponents, and other stakeholders
as required.
Involve thematic experts, regional specialists, and investment
analysts in decision-making to harness a wide range of expertise and include all material factors in our analysis.
Ensure consistency by using our own in-house guidance to frame
case-by-case analysis.
Monitor the outcomes of votes.
Follow-up with on-going engagement as required.
Given the nature of the topics covered by these resolutions we do not
apply binary voting policies. We adopt a nuanced approach to our voting research and outcomes and will consider the specific circumstances
of the company concerned. Our objective is not to vote in favour of all shareholder resolutions but to determine the best outcome
for the company in the context of the best outcome for our clients. There are instances where we are supportive of the spirit of
a resolution however there may be a reason which prevents our support for the proposal. For example, where the purpose of the resolution
is unclear, where the wording is overly prescriptive, when suggested implementation is overly burdensome or where the proposal strays
too closely to the board’s responsibility for setting the company’s strategy.
Management Proposals
We are supportive of the steps being taken by companies to provide
transparent, detailed reporting of their ESG strategies and targets. While shareholder proposals on environmental and social topics
have been common on AGM agenda for several years, an increasing number of companies are presenting management proposals, such as
so called ‘say on climate’ votes, for shareholder approval. While we welcome the intention of accountability behind these
votes, we have reservations about the potential for them to limit the scope for subsequent investor challenge and diminish the direct
responsibility and accountability of the board and individual directors. We believe it is the role of the board and the executive
to develop and apply strategy, including ESG strategies, and we will continue to use existing voting items to hold boards to account
on the implementation of these strategies. As active investors we also regularly engage with investee companies on ESG topics and
find this dialogue to be the best opportunity to provide feedback.
We will review the appropriateness of ‘say on climate’
votes and consider if other voting mechanisms should be applied to ensure both Boards and Executives apply the appropriate rigour
to initiate and deliver strategies to support the climate transition.
Shareholder Proposals
The number of resolutions focused on environmental and social (E&S)
issues filed by shareholders continues to grow rapidly. The following provides an overview of some of the factors we consider when
assessing the most prevalent themes for shareholder proposals.
Climate Change
We are members of the Net Zero Asset Manager Initiatives and this is
reflected in our Active Ownership approach. We encourage the companies in which we invest to demonstrate a robust methodology underpinning
Paris aligned goals and targets and are supportive of resolutions that will help companies to achieve this. Once a credible climate
strategy is in place, we prioritise evidence of implementation over requests to re-draft strategies and targets after only a year
or two.
A growing number of resolutions call on companies to increase the transparency
of their reporting on climate- related lobbying. These proposals typically encompass direct lobbying undertaken by the company and
indirect lobbying undertaken by trade associations and other organisations of which it is a member or supporter. Lobbying contrary
to the objectives of the Paris Agreement is effective in creating climate policy inertia and impeding the transition to net zero economies.
We do not evaluate resolutions in isolation. Our approach recognises
the links between corporate governance, strategy and climate approach. Where a company’s operational response to climate change
is inadequate, the effectiveness of board oversight and corporate governance may also be called into question.
We expect and encourage companies to:
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· |
Demonstrate that a robust methodology underpins Paris aligned, net zero goals and targets. |
| |
· |
Set targets for absolute emission reduction, not just carbon intensity, to show a clear pathway to net zero. |
| |
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Report in alignment with the TCFD framework. |
| |
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Link targets to remuneration and ensure they are reflected in capital expenditure and R&D plans. |
| |
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Carefully manage climate-related lobbying by ensuring appropriate oversight, transparent disclosure of activities, and alignment of activities with the company’s strategy and publicly stated positions. |
Diversity & Inclusion
Diversity & Inclusion (D&I) is an important and growing
theme for shareholder resolutions. In recent years resolutions have focussed on racial equity audits, pay gap reporting, transparent
disclosure of D&I metrics and assessments of the efficacy of D&I programmes.
A racial equity audit is an independent analysis of a company’s
business practices designed to identify practices that may have a discriminatory effect. We are supportive of racial equity audits
in relation to internal and external D&I programmes. It is appropriate that these programmes should have KPIs and audit mechanisms
in place to measure and evaluate outcomes. Some proposals request racial equity audits of provision of services. We are aware that
measuring provision of service is challenging and gathering racial data on customers can be difficult and inappropriate. There are also
multiple different factors that can influence service provision and which could be misconstrued as being racially motivated. We will
however, support resolutions which are not unduly prescriptive and allow companies to carry out audits within a reasonable timeframe,
at a reasonable cost, and excluding confidential or proprietary information.
We consider standardised gender pay gap disclosure to be an important
tool for assessing how companies are addressing gender inequality. Reporting on gender pay gaps across global operations can help
companies to remain ahead of the regulatory curve. It also enables them to offer better opportunities and remuneration for women
around the world. We are therefore supportive of resolutions which are likely to deliver these benefits. Proposals must be carefully drafted
to achieve these outcomes. For instance, in the past we have been unable to support resolutions which called for global median gender
and racial pay gap reporting as it was unclear how this would reveal potential pay disparities at a local level and how it could
be implemented by companies with operations in jurisdictions where collection of racial identity data is illegal.
In the US market we support public disclosure of EEO-1 forms by companies.
The EEO-1 form details a comprehensive breakdown of workforce by race and gender according to ten employment categories. The form
is submitted privately to the US Equal Employment Opportunity Commission on an annual basis. When publicly disclosed, it offers investors
and other stakeholders data in a standardised and comparable form. We have used our engagement programme to ask the companies
in which we invest to disclose this form for their US operations while making it central to our D&I voting approach and supporting
resolutions that request it.
Human rights
As a supporter of the UN Guiding Principles on Business and Human Rights
(UNGPs), we expect companies to demonstrate how human rights due diligence is conducted across operations, services, product use
and the supply chain. Companies can have a significant impact on human rights directly through operations and provision of services, and
indirectly through product use and the supply chain. In recent years the sale and end-use of controversial technologies, such as
facial recognition software, has emerged as a prominent theme.
We expect and encourage companies to:
| |
· |
Have robust due diligence processes to assess the actual and potential human rights impacts of their operations, services, product use and supply chain. |
| |
· |
Conduct customer and supplier vetting processes commensurate with the risk of human rights abuse. |
| |
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Publicly disclose information about the operation of these processes and utilise the UNGPs’ Reporting Framework. This will improve the standard and consistency of human rights reporting and enable more informed investment decision making. |
Corporate Lobbying & Political Contributions
Corporate lobbying and political contributions are a recurrent theme
of shareholder resolutions, particularly in the US. These proposals typically encompass direct lobbying undertaken by the company
and indirect lobbying undertaken by trade associations and other organisations of which it is a member or supporter. Proposals may
also request the disclosure of more information regarding the process and rationale for political contributions. We expect companies
to make transparent, consolidated disclosures of direct and indirect lobbying and political expenditure. This disclosure should
be underpinned by a coherent policy that: explains public policy priorities and the rationale for associated expenditure, identifies
the management positions responsible for public policy engagement, and provides appropriate mechanisms for board oversight. These
measures should mitigate the risks associated with corporate lobbying and political contributions, protecting the interest of shareholders
and other stakeholders.
Nuclear Energy
In the Japanese market nuclear energy is a recurrent theme of shareholder
resolutions. The Japanese government is seeking to reduce the nation’s reliance on coal and its energy strategy presents safe
nuclear power generation as an important source of base-load power. In this context, resolutions which seek to limit or cease the
nuclear operations of an individual company do not appear to be in the best interests of shareholders and other stakeholders. The
health & safety risks associated with nuclear energy are high, must be managed carefully across the industry, and are an
important consideration in our voting.
Important Information
This document is strictly for information purposes only and should
not be considered as an offer, investment recommendation, or solicitation, to deal in any of the investments or funds mentioned herein
and does not constitute investment research. abrdn does not warrant the accuracy, adequacy or completeness of the information and
materials contained in this document and expressly disclaims liability for errors or omissions in such information and materials.
Any research or analysis used in the preparation of this document has
been procured by abrdn for its own use and may have been acted on for its own purpose. The results thus obtained are made available
only coincidentally and the information is not guaranteed as to its accuracy. Some of the information in this document may contain
projections or other forward looking statements regarding future events or future financial performance of countries, markets or companies.
These statements are only predictions and actual events or results may differ materially. The reader must make their own assessment
of the relevance, accuracy and adequacy of the information contained in this document and make such independent investigations, as
they may consider necessary or appropriate for the purpose of such assessment. This material serves to provide general information
and is not meant to be investment, legal or tax advice for any particular investor. No warranty whatsoever is given and no liability
whatsoever is accepted for any loss arising whether directly or indirectly as a result of the reader, any person or group of persons
acting on any information, opinion or estimate contained in this document. abrdn reserves the right to make changes and corrections
to any information in this document at any time, without notice. This material is not to be reproduced in whole or in part without
the prior written consent of abrdn.
Applying ESG and sustainability criteria in the investment process
may result in the exclusion of securities within the universe of potential investments. The interpretation of ESG and sustainability
criteria is subjective meaning that products may invest in companies which similar products do not (and thus perform differently)
and which do not align with the personal views of any individual investor. Furthermore, the lack of common or harmonized definitions
and labels regarding ESG and sustainability criteria may result in different approaches by managers when integrating ESG and sustainability
criteria into investment decisions. This means that it may be difficult to compare strategies within ostensibly similar objectives
and that these strategies will employ different security selection and exclusion criteria. Consequently, the performance profile
of otherwise similar vehicles may deviate more substantially than might otherwise be expected. Additionally, in the absence of common
or harmonized definitions and labels, a degree of subjectivity is required and this will mean that a product may invest in a security
that another manager or an investor would not.
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