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: |
811-23490 |
| |
|
| Exact name of registrant as specified in charter: |
abrdn Global Infrastructure Income Fund |
| |
|
| Address of principal executive offices: |
1900 Market Street, Suite 200 |
| |
Philadelphia, PA 19103 |
| |
|
| Name and address of agent for service: |
Andrea Melia |
| |
abrdn Inc. |
| |
1900 Market Street Suite 200 |
| |
Philadelphia, PA 19103 |
| |
|
| Registrant’s telephone number, including area code: |
1-800-522-5465 |
| |
|
| Date of fiscal year end: |
September 30 |
| |
|
| Date of reporting period: |
September 30, 2022 |
Item 1. Reports to Stockholders.
abrdn Global Infrastructure Income Fund (ASGI)
Annual Report
September 30, 2022
Stable Distribution Plan
(unaudited)
Effective for the 2022 fiscal year, the
Board of Trustees approved a Stable Distribution Plan that the abrdn Global Infrastructure Income Fund (formerly, Aberdeen Standard Global Infrastructure Income Fund) (the “Fund”) would pay a fixed monthly
distribution of US$0.1083, commencing with the distribution paid on October 29, 2021. On April 11, 2022, the Fund announced that it has increased its monthly distribution by 10.8% from US $0.1083 per share to $0.12
per share, commencing with the distribution payable on April 29, 2022 to shareholders of record as of April 22, 2022 (ex-dividend date April 21, 2022). The Fund intends to maintain the monthly distribution level of
$0.12 per share for at least the 12 months following April 11, 2022, unless there is significant and unforeseen
change in market conditions. 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 Fund’s Board of Trustees may amend or terminate the Stable Distribution Plan 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 Stable Distribution Plan. 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 Stable Distribution Plan.
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, 2022 consisted of 16% net investment income and 84% net realized gains.
In January 2023, a Form
1099-DIV will be sent to shareholders, which will state the amount and composition of distributions and provide information with respect to their appropriate tax treatment for the 2022 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 (formerly, Aberdeen Standard Global Infrastructure Fund) (the “Fund”), for the fiscal year ended September 30, 2022. 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, 2022, 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 are as follows:
| NAV2,3
| -8.70%
|
| Market Price2
| -15.23%
|
| S&P Global Infrastructure Index (Net Total Return)4
| -6.72%
|
For more information about
Fund performance, please see the Report of the Investment Adviser (page 3) and Total Investment Returns (page 5).
NAV, Market Price and
Premium(+)/Discount(-)
The below table represents
a comparison from current fiscal year end to prior fiscal year end of market price to NAV and associated Premium(+) and Discount(-).
|
|
|
|
| NAV
| Closing
Market
Price
| Premium(+)/
Discount(-)
|
| 9/30/2022
| $18.933
| $15.73
| -16.90%
|
| 9/30/2021
| $22.27
| $19.93
| -10.50%
|
During the fiscal year ended
September 30, 2022, the Fund’s NAV was within a range of $18.77 to $23.49 and the Fund’s market price traded within a range of $15.73 to $21.19. During the fiscal year ended September 30, 2022, the
Fund’s shares traded within a range of a premium(+)/discount(-) of -8.40% to -16.60%.
Stable Distribution Policy
Effective for the 2022 fiscal
year, the Board approved a Stable Distribution Plan that the Fund would pay a fixed monthly distribution of US$0.1083, commencing with the distribution paid on October 29, 2021. 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.
On April 11, 2022, the Fund
announced that it has increased its monthly distribution by 10.8% from US $0.1083 per share to $0.12 per share, commencing with the distribution payable on April 29, 2022 to shareholders of record as of April 22, 2022
(ex-dividend date April 21, 2022). The Fund intends to maintain the monthly distribution level of $0.12 per share for at least the 12 months following April 11, 2022, unless there is significant and unforeseen change
in market conditions.
Distributions to common
shareholders for the fiscal year ended September 30, 2022 totaled $1.37 per share. Based on the market price of $15.73 on September 30, 2022, the annualized distribution rate was 8.71%. Based on the NAV of $18.93 on
September 30, 2022, the annualized distribution rate was 7.24%.
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.
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
shareholders 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,
{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 Trustee and legal fees) and assumes the reinvestment of
all distributions.
|
{foots1}
| 2
| Assuming the reinvestment of dividends and distributions.
|
{foots1}
| 3
| The Fund’s total return is based on the financial statement net asset value (“NAV”), which is updated for financial statement rounding and/or financial statement adjustments, and
differs from the reported NAV on September 30, 2022. The Fund’s total return for the fiscal year ended September 30, 2022 based on the reported NAV of $18.77 is: -9.47%.
|
{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. The Index is calculated net of withholding taxes to which the Fund is generally subject. No fees or expenses are reflected. You cannot invest directly in an index.
|
| abrdn Global Infrastructure Income Fund
| 1
|
Letter to Shareholders (unaudited) (concluded)
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 http://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
http://www.sec.gov.
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.
Investor Relations Information
As part of abrdn’s
commitment to shareholders, we invite you to visit the Fund on the web at www.abrdnasgi.com. Here, you can view monthly fact sheets, quarterly commentary, distribution and performance information, and other Fund
literature.
Enroll in abrdn’s email
services and be among the first to receive the latest closed-end fund news, announcements, videos, and other information. In addition, you can receive electronic versions of important Fund documents, including annual
reports, semi-annual reports, prospectuses and proxy statements. Sign up today at https://www.abrdn.com/enus/cefinvestorcenter/contact-us/preferences
Contact Us:
| •
| Visit: https://www.abrdn.com/en-us/cefinvestorcenter
|
| •
| Email: Investor.Relations@abrdn.com; or
|
| •
| Call: 1-800-522-5465 (toll free in the U.S.).
|
Yours sincerely,
/s/ Christian Pittard
Christian Pittard
President
{foots1}
All amounts are U.S.
Dollars unless otherwise stated.
| 2
| abrdn Global Infrastructure Income Fund
|
Report of the Investment Adviser (unaudited)
Performance review
For the 12 months ended
September 30, 2022, the net asset value of the abrdn Global Infrastructure Income Fund (formerly, Aberdeen Standard Global Infrastructure Income Fund) (“ASGI”) returned -8.70%, compared with a return of
-6.72% for the Fund’s benchmark, the S&P Global Infrastructure Index (Net Total Return).
Market review
Global equities suffered a
torrid 12-month period that has left most global indices in bear market territory (i.e., greater than a 20% fall). Therefore, despite the annual decline in infrastructure stocks, the infrastructure sector has
outperformed broader global indices and the S&P 500 Index over the past year.
Initially, optimism largely
dominated the global equity markets in the final quarter of 2021. Boosted by vaccine rollouts across the more advanced economies, stimulative government policies and strong company results, developed market shares
rallied in the final weeks of 2021 and in early 2022. However, market sentiment turned south as January 2022 progressed, and the confidence surrounding the reopening of the global economy as the pandemic eased was
soon replaced by acute worries over soaring prices around the world. Inflation was initially stoked by labor shortages, supply-chain issues and resurgent post-pandemic demand. These pressures were made much worse by
Russia's invasion of Ukraine in February. Energy and mining shares have benefitted from high commodity prices, particularly after the outbreak of war in Eastern Europe. Nonetheless, due to the conflict and resulting
sanctions against Russia, energy and food prices increased, leading to cost-of-living crises in many countries. Central banks have responded to multi-decade-high inflation levels in Western economies by increasing
interest rates, causing headwinds for stock prices.
There was a major sell-off in
equity markets in June. This decline was triggered by mounting gloom over the outlook for the global economy after the US Federal Reserve (Fed) took a tougher-than-anticipated stance in its battle against inflation.
July was a better month for stock and bond markets, caused by hopes that a slowing global economy would enable central banks to reverse recent interest rate rises in 2023. However, this optimism faded in August as
central banks, led by the Fed, reiterated the need to tame inflation. Adding to the global unease were domestic political and financial turmoil in the UK as well as COVID-19-related lockdowns in China. Thus, September
brought another major sell-off in global stock and bond markets, as central banks continued to battle high inflation with rate rises. As a result, the third quarter of 2022 proved to be a particularly challenging
period.
In terms of listed
infrastructure stocks, the 12 months ended September 30, 2022 have also been volatile. In November 2021, US President Joe Biden signed the Infrastructure Investment and Jobs Act (commonly known as the Bipartisan
Infrastructure Law) into law. The
$1 trillion plan will see the US invest in
utilities, transportation and telecommunications. Therefore, in the final weeks of 2021, many infrastructure stocks benefitted from the tailwinds of the new spending program. Another policy that markets have paid
attention to has been the Inflation Reduction Act (IRA), signed into law by President Biden in August 2022. The IRA, which is regarded as the largest ever domestic climate change package, aims to decrease the costs of
prescription drugs, healthcare and energy for many US households. However, against a backdrop of rising interest rates and volatile energy prices, investors have, despite these policy developments, chosen to de-risk
their portfolios and move out of infrastructure stocks during 2022. Given the expectation of a global recession, markets have been pricing in significant declines in earnings and cash flow growth. Finally, the
strength in the US dollar has meant more pressure for many US companies. In the 12-month period, the US dollar index has increased by around 16%. Due to currency translation effects, non-US revenues and profits have
been negatively affected.
Portfolio Review
During the 12-month reporting
period, infrastructure sector returns have reflected the developments in the global markets overall. The benchmark S&P Global Infrastructure Index gives exposure to three main infrastructure segments: energy,
transportation and utilities. On the other hand, the Fund concentrates primarily on utilities, transportation, telecommunications, energy and communications. Over the reporting period, the Fund’s energy holdings
contributed positively to absolute performance. Nonetheless, an underweight allocation to the energy sector as compared to the benchmark weighed on the Fund’s relative performance. Meanwhile, the Fund’s
holdings in telecommunications and real estate detracted from returns.
At a stock level, the
Fund’s underweight position in Aena relative to the benchmark S&P Global Infrastructure Index benefitted performance. Despite traffic and, subsequently, revenue rebounding throughout the year, rising energy
prices and wage inflation caused operating margins to disappoint market expectations. The Fund’s lack of exposure to Transurban was a tailwind for relative performance as well. Investors were concerned about
higher interest rates due to the significant amount of debt Transurban has on its balance sheet. In addition, as interest rates increased in Australia, Transurban’s dividend yield became less attractive. The
Fund also benefitted from its holding in several private investments, including an energy infrastructure company that owns two contracted pipelines near the Houston Ship Channel and which benefits from a long-term
minimum volume contract ("MVC") with a US-based energy major. The MVC provides a stable, long-term cash flow, and the holding’s strong financial performance to date stems from management's 30% cost reductions
and additional revenue opportunities outside the MVC. The Fund’s position in this private energy infrastructure company benefits from
| abrdn Global Infrastructure Income Fund
| 3
|
Report of the Investment Adviser (unaudited) (concluded)
the long-term trend of US energy exports,
with petroleum exports increasing to an all-time high of nearly 6 million barrels per day in the first half of 2022, approximately 60% of which leave the US Gulf.
On the other hand, the
Fund’s underweight position in Atlantia weighed on relative performance. Shares of the company rose during the fiscal year after the Benetton family and Blackstone Group announced their intention of buying
Atlantia. The lack of exposure to Cheniere Energy weighed on the Fund’s relative performance as well. The company’s shares rose after Russia invaded Ukraine, as it is the leading exporter of liquified
natural gas (“LNG”) in the U.S. Cheniere Energy reported very strong earnings throughout the year as the company has benefitted from high LNG prices. In addition, it announced a new capital
allocation plan that included buying back $4 billion of shares over the next three years and expanding its Corpus Christi liquefaction plant. Additionally, shares of Cellnex Telecom underperformed during the period
amid investors’ worries about rising bond yields, regulatory concerns over future tower consolidation, and headwinds from possible consolidation in the European telecommunications sector.
The monthly distribution
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, 2022, the distributions comprised ordinary income and long-term capital gains, and did not include a return of capital.
Outlook
The outlook for the fourth
quarter of 2022 continues to be challenging on both the geopolitical and economic fronts. Given the tightening policy backdrop and inflationary challenges, coupled with the implications of the conflict in Ukraine,
investor worries over a global recession are increasing. Therefore, we believe that long-term growth in earnings is still not going to be easy to come by. This was already an issue for many companies in a
post-Covid-19 world, which is now being exacerbated by the Russian invasion of Ukraine.
We retain a cautious stance
given the uncertainty, with the outlook now more balanced than at any time in the past few years. Against this backdrop, we remain committed to our fundamental analysis-based stock-picking strategies. These are
supported by our proprietary research platform, currently staffed by an experienced team that has navigated past economic downturns. Consequently, we continue to seek attractively valued companies that, in our view,
have resilient, well-run businesses that are adapting well to the changing landscape, and are poised for the growth recovery, while actively engaging with management teams to ensure robust corporate governance and
environmental sustainability standards. We have a similar process for choosing private investments, and continue to evaluate infrastructure investment opportunities that are differentiated from the public markets.
Looking ahead, we expect the recent passing
of both the Infrastructure Investment and Jobs Act and the IRA will lead to increased infrastructure spending in the US, supporting exchange-listed and private infrastructure companies. Additionally, we think that
investor sentiment for renewables will remain stable, supported by government stimulus programs globally. For example, the IRA is the most significant renewable energy legislation in a generation, not only for
mainstay solar and wind technologies but also for hydro and hydrogen-related infrastructure. The European Union (EU) announced a new initiative, “Fit for 55%,” that calls for the reduction of
greenhouse gas emissions by 55% (versus 1990 levels) by 2030. This was an increase from the previous reduction target of 40%. While the “Fit for 55%” is just in the proposal stage and likely will be
modified before the EU Parliament and member states approve it, we feel that it could have a meaningful impact on infrastructure spending. We believe if these different proposals are codified into law, it will mean
increased spending on renewable infrastructure and may be an increased investment opportunity for the listed and private infrastructure companies.
Please remember that past
performance is not a guide to future returns. The price of shares and the revenue from them may fall as well as rise. Investors may not get back the amount originally invested.
abrdn Inc. (formerly Aberdeen
Standard Investments 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.
| 4
| abrdn Global Infrastructure Income Fund
|
Total Investment Returns (unaudited)
The following table summarizes
the average annual Fund performance compared to the Fund’s benchmark for the 1-year and since inception (July 29, 2020) periods ended September 30, 2022.
|
| 1 Year
| Since Inception
|
| Net Asset Value (NAV)
| -8.70%
| 3.45%
|
| Market Price
| -15.23%
| -4.63%
|
| S&P Global Infrastructure Index (Net Total Return)
| -6.72%
| 4.79%
|
Performance of a $10,000
Investment (as of September 30, 2022)
This graph shows the change in
value of a hypothetical investment of $10,000 in the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.
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. 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. 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.abrdnasgi.com or by calling 800-522-5465.
The net operating expense ratio
based on the fiscal year ended September 30, 2022 was 1.99%.The net operating expense ratio, excluding deferred tax expenses based on the fiscal year ended September 30, 2022 was 1.79%.
| abrdn Global Infrastructure Income Fund
| 5
|
Portfolio Summary (as a percentage of net assets) (unaudited)
As of September 30, 2022
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 more than 25%
of net assets.
| Sectors
|
|
| Industrials
| 30.3%
|
| Transportation Infrastructure
| 12.4%
|
| Road & Rail
| 8.1%
|
| Construction & Engineering
| 6.7%
|
| Commercial Services & Supplies
| 3.1%
|
| Utilities
| 28.7%
|
| Independent Power & Renewable Energy Producers
| 9.5%
|
| Electric Utilities
| 8.6%
|
| Multi-Utilities
| 8.4%
|
| Water Utilities
| 2.2%
|
| Energy
| 18.0%
|
| Communication Services
| 16.9%
|
| Real Estate
| 3.9%
|
| Materials
| 1.8%
|
| Information Technology
| 0.4%
|
| Short-Term Investment
| 0.2%
|
| Liabilities in Excess of Other Assets
| (0.2%)
|
|
| 100.0%
|
The following chart summarizes
the composition of the Fund’s portfolio by geographic classification.
| Countries
|
|
| United States
| 47.6%
|
| France
| 8.8%
|
| Spain
| 8.7%
|
| United Kingdom
| 5.4%
|
| Brazil
| 4.9%
|
| Canada
| 4.5%
|
| Germany
| 3.8%
|
| Italy
| 3.7%
|
| Argentina
| 2.1%
|
| Mexico
| 2.1%
|
| Other, less than 2% each
| 8.4%
|
| Short-Term Investment
| 0.2%
|
| Liabilities in Excess of Other Assets
| (0.2%)
|
|
| 100.0%
|
| Top Ten Holdings
|
|
| Cresta Highline Co-Invest Fund I (through abrdn Global Infrastructure Fund BL, LLC)
| 4.7%
|
| OYA Solar CDG LLC
| 3.4%
|
| NOVA-telMAX HoldCo LLC
| 3.0%
|
| Kinder Morgan, Inc.
| 2.8%
|
| RWE AG
| 2.7%
|
| Ferrovial SA
| 2.7%
|
| Enbridge, Inc.
| 2.5%
|
| NextEra Energy, Inc.
| 2.5%
|
| CCR SA
| 2.4%
|
| Williams Cos., Inc. (The)
| 2.4%
|
| 6
| abrdn Global Infrastructure Income Fund
|
Consolidated Portfolio of Investments
As of September 30, 2022
|
| Shares
| Value
|
| COMMON STOCKS—80.0%
|
|
| ARGENTINA—2.1%
|
| Industrials—1.2%
|
|
|
|
| Corp. America Airports SA(a)
|
| 297,700
| $ 1,976,728
|
| Materials—0.9%
|
|
|
|
| Loma Negra Cia Industrial Argentina SA, ADR
|
| 251,200
| 1,564,976
|
| Total Argentina
|
| 3,541,704
|
| BRAZIL—4.9%
|
| Industrials—3.8%
|
|
|
|
| CCR SA
|
| 1,768,900
| 4,108,802
|
| Rumo SA
|
| 670,200
| 2,295,976
|
|
|
|
| 6,404,778
|
| Utilities—1.1%
|
|
|
|
| Omega Energia SA(a)
|
| 949,805
| 1,810,041
|
| Total Brazil
|
| 8,214,819
|
| CANADA—4.5%
|
| Energy—2.5%
|
|
|
|
| Enbridge, Inc.
|
| 114,400
| 4,241,914
|
| Industrials—2.0%
|
|
|
|
| Canadian Pacific Railway Ltd.
|
| 50,600
| 3,376,032
|
| Total Canada
|
| 7,617,946
|
| CHINA—1.3%
|
| Industrials—0.9%
|
|
|
|
| COSCO SHIPPING Ports Ltd.
|
| 2,314,100
| 1,456,506
|
| Information Technology—0.4%
|
|
|
|
| GDS Holdings Ltd., ADR(a)
|
| 36,300
| 641,058
|
| Total China
|
| 2,097,564
|
| FRANCE—8.8%
|
| Industrials—5.1%
|
|
|
|
| Eiffage SA
|
| 37,900
| 3,039,315
|
| Getlink SE
|
| 116,300
| 1,803,504
|
| Vinci SA
|
| 45,300
| 3,662,991
|
|
|
|
| 8,505,810
|
| Utilities—3.7%
|
|
|
|
| Engie SA
|
| 316,100
| 3,638,276
|
| Veolia Environnement SA
|
| 136,100
| 2,601,168
|
|
|
|
| 6,239,444
|
| Total France
|
| 14,745,254
|
| GERMANY—3.8%
|
| Communication Services—1.1%
|
|
|
|
| Vantage Towers AG
|
| 74,565
| 1,928,996
|
| Utilities—2.7%
|
|
|
|
| RWE AG
|
| 123,100
| 4,524,662
|
| Total Germany
|
| 6,453,658
|
| INDONESIA—0.9%
|
| Communication Services—0.9%
|
|
|
|
| Sarana Menara Nusantara Tbk PT
|
| 18,345,200
| 1,483,068
|
| ITALY—3.7%
|
| Communication Services—1.2%
|
|
|
|
| Infrastrutture Wireless Italiane SpA(b)
|
| 222,500
| 1,941,207
|
| Materials—0.9%
|
|
|
|
| Buzzi Unicem SpA
|
| 106,700
| 1,509,386
|
| Utilities—1.6%
|
|
|
|
| Enel SpA
|
| 659,100
| 2,703,117
|
| Total Italy
|
| 6,153,710
|
|
| Shares
| Value
|
|
|
|
| JAPAN—0.7%
|
| Industrials—0.7%
|
|
|
|
| East Japan Railway Co.
|
| 24,400
| $ 1,251,341
|
| LUXEMBOURG—1.3%
|
| Communication Services—1.3%
|
|
|
|
| Millicom International Cellular SA(a)
|
| 100,300
| 1,151,965
|
| SES SA, Class A
|
| 196,500
| 1,076,268
|
|
|
|
| 2,228,233
|
| MALAYSIA—1.3%
|
| Industrials—1.3%
|
|
|
|
| Malaysia Airports Holdings Bhd(a)
|
| 1,801,200
| 2,168,099
|
| MEXICO—2.1%
|
| Industrials—2.1%
|
|
|
|
| Grupo Aeroportuario del Centro Norte SAB de CV
|
| 195,700
| 1,231,075
|
| Promotora y Operadora de Infraestructura SAB de CV
|
| 332,000
| 2,258,612
|
|
|
|
| 3,489,687
|
| NIGERIA—0.5%
|
| Communication Services—0.5%
|
|
|
|
| IHS Holding Ltd.(a)
|
| 143,400
| 800,172
|
| NORWAY—0.8%
|
| Communication Services—0.8%
|
|
|
|
| Telenor ASA
|
| 142,400
| 1,303,262
|
| PHILIPPINES—1.6%
|
| Industrials—1.6%
|
|
|
|
| International Container Terminal Services, Inc.
|
| 975,500
| 2,601,536
|
| SPAIN—8.7%
|
| Communication Services—2.2%
|
|
|
|
| Cellnex Telecom SA(b)
|
| 120,700
| 3,723,181
|
| Industrials—4.5%
|
|
|
|
| Aena SME SA(a)(b)
|
| 29,500
| 3,061,498
|
| Ferrovial SA
|
| 195,561
| 4,438,963
|
|
|
|
| 7,500,461
|
| Utilities—2.0%
|
|
|
|
| EDP Renovaveis SA
|
| 160,500
| 3,301,512
|
| Total Spain
|
| 14,525,154
|
| UNITED KINGDOM—5.4%
|
| Communication Services—2.4%
|
|
|
|
| Helios Towers PLC(a)
|
| 1,797,800
| 2,259,306
|
| Vodafone Group PLC, ADR
|
| 151,000
| 1,710,830
|
|
|
|
| 3,970,136
|
| Industrials—1.1%
|
|
|
|
| National Express Group PLC(a)
|
| 1,033,100
| 1,931,456
|
| Utilities—1.9%
|
|
|
|
| National Grid PLC, ADR
|
| 32,400
| 1,669,572
|
| SSE PLC
|
| 92,200
| 1,556,889
|
|
|
|
| 3,226,461
|
| Total United Kingdom
|
| 9,128,053
|
| UNITED STATES—27.6%
|
| Communication Services—1.3%
|
|
|
|
| DISH Network Corp., Class A(a)
|
| 55,000
| 760,650
|
| Verizon Communications, Inc.
|
| 38,200
| 1,450,454
|
|
|
|
| 2,211,104
|
| abrdn Global Infrastructure Income Fund
| 7
|
Consolidated Portfolio of Investments (concluded)
As of September 30, 2022
|
| Shares
| Value
|
| COMMON STOCKS (continued)
|
|
| UNITED STATES (continued)
|
| Energy—5.2%
|
|
|
|
| Kinder Morgan, Inc.
|
| 280,000
| $ 4,659,200
|
| Williams Cos., Inc. (The)
|
| 141,200
| 4,042,556
|
|
|
|
| 8,701,756
|
| Industrials—3.7%
|
|
|
|
| CoreCivic, Inc., REIT(a)
|
| 97,000
| 857,480
|
| GEO Group, Inc., (The), REIT(a)
|
| 58,400
| 449,680
|
| Norfolk Southern Corp.
|
| 11,500
| 2,410,975
|
| Union Pacific Corp.
|
| 13,100
| 2,552,142
|
|
|
|
| 6,270,277
|
| Real Estate—3.9%
|
|
|
|
| American Tower Corp., REIT
|
| 15,600
| 3,349,320
|
| Crown Castle, Inc., REIT
|
| 21,800
| 3,151,190
|
|
|
|
| 6,500,510
|
| Utilities—13.5%
|
|
|
|
| American Electric Power Co., Inc.
|
| 32,800
| 2,835,560
|
| CenterPoint Energy, Inc.
|
| 119,100
| 3,356,238
|
| Clearway Energy, Inc., Class C
|
| 62,800
| 2,000,180
|
| CMS Energy Corp.
|
| 49,400
| 2,877,056
|
| FirstEnergy Corp.
|
| 88,100
| 3,259,700
|
| NextEra Energy Partners LP
|
| 30,800
| 2,227,148
|
| NextEra Energy, Inc.
|
| 52,700
| 4,132,207
|
| Vistra Corp.
|
| 93,300
| 1,959,300
|
|
|
|
| 22,647,389
|
| Total United States
|
| 46,331,036
|
| Total Common Stocks
|
| 134,134,296
|
| PRIVATE CREDIT(c)—3.4%
|
|
| UNITED STATES—3.4%
|
| Energy—3.4%
|
|
|
|
| OYA Solar CDG LLC(d)(e)
|
| –
| 5,752,643
|
| Total Private Credit
|
| 5,752,643
|
| PRIVATE EQUITY(a)(c)(f)—16.6%
|
|
| UNITED STATES—16.6%
|
| Communication Services—5.2%
|
|
|
|
| BT Co-Invest Fund, L.P. (through abrdn Global Infrastructure Fund BL, LLC)(g)(h)
|
| –
| 3,655,645
|
| NOVA-telMAX HoldCo LLC(h)(i)
|
| –
| 5,055,068
|
|
|
|
| 8,710,713
|
| Energy—6.9%
|
|
|
|
| Arroyo Trinity Direct Investment I, L.P. (through abrdn Global Infrastructure Fund BL, LLC)(g)(h)
|
| –
| 2,522,455
|
| CAI Co-Invest LP (through abrdn Global Infrastructure Fund BL, LLC)(g)(h)
|
| –
| 1,211,473
|
| Cresta Highline Co-Invest Fund I (through abrdn Global Infrastructure Fund BL, LLC)(g)(h)
|
| –
| 7,896,775
|
|
|
|
| 11,630,703
|
|
| Shares
| Value
|
|
|
|
|
|
| Industrials—2.3%
|
|
|
|
| WR Holdings LLC (through abrdn Global Infrastructure Fund BL, LLC)(g)(h)
|
| –
| $ 3,821,573
|
| Utilities—2.2%
|
|
|
|
| Cresta BBR Co-Invest BL LLC(h)(j)
|
| –
| 3,707,882
|
| Total United States
|
| 27,870,871
|
| Total Private Equity
|
| 27,870,871
|
| SHORT-TERM INVESTMENT—0.2%
|
|
| State Street Institutional U.S. Government Money Market Fund, Premier Class, 2.94%%(k)
|
| 265,480
| 265,480
|
| Total Short-Term Investment
|
| 265,480
|
Total Investments
(Cost $177,862,977)(l)—100.2%
| 168,023,290
|
| Liabilities in Excess of Other Assets—(0.2%)
| (377,992)
|
| Net Assets—100.0%
| $167,645,298
|
| (a)
| Non-income producing security.
|
| (b)
| Denotes a security issued under Regulation S or Rule 144A.
|
| (c)
| Illiquid security.
|
| (d)
| Indicates a security that may be restricted in certain markets.
|
| (e)
| Fair Valued Security. Fair Value is determined pursuant to procedures approved by the Fund’s Board of Trustees. 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.
|
| (f)
| Private Equity Investments. See Note 6 of the accompanying Notes to Consolidated Financial Statements.
|
| (g)
| abrdn Global Infrastructure Income Fund BL, LLC invests 100% of its capital in Arroyo Trinity Direct Investment I, BT Co-Invest Fund, L.P., Climate Adaptive Infrastructure (CAI)
Co-Invest Fund LP, Cresta Highline Co-Invest, L.P. and WR Holdings LLC in which the Fund's percent of ownership is approximately 2%, 9%, 8%, 32% and 5%, respectively.
|
| (h)
| Restricted security, not readily marketable. See Note 2(b) of the accompanying Notes to Consolidated Financial Statements.
|
| (i)
| NOVA-telMAX HoldCo LLC invests 100% of its capital in Telmax Inc., in which the Fund's percentage of ownership is approximately 15%.
|
| (j)
| Cresta Blocker invests 100% of its capital in Cresta Fund LP, in which the Fund's percentage of ownership is approximately 18%.
|
| (k)
| Registered investment company advised by State Street Global Advisors. The rate shown is the 7 day yield as of September 30, 2022.
|
| (l)
| See accompanying Notes to Consolidated 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.
| 8
| abrdn Global Infrastructure Income Fund
|
Consolidated Statement of Assets and
Liabilities
As of September 30, 2022
| Assets
|
|
| Investments, at value (cost $177,597,497)
| $167,757,810
|
| Short-term investments, at value (cost $265,480)
| 265,480
|
| Foreign currency, at value (cost $186,893)
| 184,344
|
| Cash
| 7
|
| Receivable for investments sold
| 1,294,498
|
| Interest and dividends receivable
| 118,533
|
| Tax reclaim receivable
| 152,178
|
| Prepaid expenses
| 16,687
|
| Total assets
| 169,789,537
|
| Liabilities
|
|
| Payable for investments purchased
| 1,291,523
|
| Deferred tax liability (Note 9)
| 402,135
|
| Investment management fees payable (Note 3)
| 201,702
|
| Director fees payable
| 46,440
|
| Investor relations fees payable (Note 3)
| 34,649
|
| Administration fees payable (Note 3)
| 11,953
|
| Other accrued expenses
| 155,837
|
| Total liabilities
| 2,144,239
|
|
|
| Net Assets
| $167,645,298
|
| Composition of Net Assets
|
|
| Common stock (par value $0.001 per share) (Note 5)
| $8,855
|
| Paid-in capital in excess of par
| 174,437,086
|
| Distributable accumulated loss
| (6,800,643)
|
| Net Assets
| $167,645,298
|
| Net asset value per share based on 8,855,000 shares issued and outstanding
| $18.93
|
See Notes to Consolidated
Financial Statements.
| abrdn Global Infrastructure Income Fund
| 9
|
Consolidated Statement of Operations
For the Year Ended September 30, 2022
| Net Investment Income
|
|
| Investment Income:
|
|
| Dividends and other income (net of taxes withheld of $355,744)
| $3,733,779
|
| Interest income
| 144,206
|
| Non-cash income (Note 2i)
| 411,650
|
| Total investment income
| 4,289,635
|
| Expenses:
|
|
| Investment management fee (Note 3)
| 2,639,837
|
| Deferred tax expense (Note 9)
| 402,135
|
| Trustees' fees and expenses
| 182,696
|
| Administration fee (Note 3)
| 156,435
|
| Legal fees and expenses
| 107,221
|
| Independent auditors’ fees and expenses
| 95,981
|
| Investor relations fees and expenses (Note 3)
| 68,721
|
| Custodian’s fees and expenses
| 63,344
|
| Reports to shareholders and proxy solicitation
| 45,625
|
| Insurance expense
| 18,867
|
| Transfer agent’s fees and expenses
| 16,609
|
| Miscellaneous
| 103,315
|
| Total expenses
| 3,900,786
|
|
|
| Net Investment Income
| 388,849
|
| Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions:
|
|
| Net realized gain/(loss) from:
|
|
| Investment transactions
| 12,079,339
|
| Foreign currency transactions
| (71,597)
|
|
| 12,007,742
|
| Net change in unrealized appreciation/(depreciation) on:
|
|
| Investments
| (29,782,192)
|
| Foreign currency translation
| (24,912)
|
|
| (29,807,104)
|
| Net realized and unrealized loss from investments and foreign currencies
| (17,799,362)
|
| Net Decrease in Net Assets Resulting from Operations
| $(17,410,513)
|
See Notes to Consolidated
Financial Statements.
| 10
| abrdn Global Infrastructure Income Fund
|
Consolidated Statements of Changes in Net
Assets
|
| For the
Year Ended
September 30, 2022
| For the
Year Ended
September 30, 2021
|
| Increase/(Decrease) in Net Assets:
|
|
|
| Operations:
|
|
|
| Net investment income
| $388,849
| $1,809,039
|
| Net realized gain from investments and foreign currency transactions
| 12,007,742
| 9,668,142
|
| Net change in unrealized appreciation/(depreciation) on investments and foreign
currency translation
| (29,807,104)
| 25,200,680
|
| Net increase/(decrease) in net assets resulting from operations
| (17,410,513)
| 36,677,861
|
| Distributions to Shareholders From:
|
|
|
| Distributable earnings
| (12,129,579)
| (11,507,958)
|
| Net decrease in net assets from distributions
| (12,129,579)
| (11,507,958)
|
| Change in net assets
| (29,540,092)
| 25,169,903
|
| Net Assets:
|
|
|
| Beginning of year
| 197,185,390
| 172,015,487
|
| End of year
| $167,645,298
| $197,185,390
|
See Notes to Consolidated
Financial Statements.
| abrdn Global Infrastructure Income Fund
| 11
|
Consolidated Statement of Cash Flows
For the Year Ended September 30, 2022
| Cash flows from operating activities:
|
|
| Net increase (decrease) in net assets resulting from operations
| $(17,410,513)
|
Adjustments to reconcile net increase in net assets resulting from
operations to net cash provided by operating activities:
|
|
| Investments purchased
| (47,670,421)
|
| Investments sold and principal repayments
| 58,896,082
|
| Decrease in short-term investments, excluding foreign government
| 231,030
|
| Decrease in interest and dividends receivable
| 56,446
|
| Decrease in prepaid expenses
| (8,156)
|
| Decrease in accrued investment management fees payable
| (25,485)
|
| Increase in deferred tax liability
| 402,135
|
| Increase in other accrued expenses
| 24,068
|
| Net change in unrealized depreciation of investments
| 29,782,192
|
| Net change unrealized depreciation on forward foreign currency translations
| 24,912
|
| Net realized gain on investments transactions
| (12,079,339)
|
| Net cash provided by operating activities
| 12,222,951
|
| Cash flows from financing activities:
|
|
| Distributions paid to shareholders
| (12,129,579)
|
| Net cash used in financing activities
| (12,129,579)
|
| Effect of exchange rate on cash
| (1,614)
|
| Net change in cash
| 91,758
|
| Unrestricted and restricted cash and foreign currency, beginning of year
| 92,593
|
| Unrestricted and restricted cash and foreign currency, end of year
| $184,351
|
See Notes to Consolidated
Financial Statements.
| 12
| abrdn Global Infrastructure Income Fund
|
Consolidated Financial Highlights
|
| For the Fiscal Years Ended September 30,
| For the
Period Ended
September 30,
|
|
| 2022
| 2021
| 2020(a)
|
| PER SHARE OPERATING PERFORMANCE(b):
|
|
|
|
| Net asset value per common share, beginning of year
| $22.27
| $19.43
| $20.00
|
| Net investment income
| 0.04
| 0.20
| 0.02
|
Net realized and unrealized gains/(losses) on investments and
foreign
currency transactions
| (2.01)
| 3.94
| (0.59)
|
| Total from investment operations applicable to common shareholders
| (1.97)
| 4.14
| (0.57)
|
| Distributions to common shareholders from:
|
|
|
|
| Net investment income
| (0.22)
| (1.20)
| –
|
| Net realized gains
| (1.15)
| (0.10)
| –
|
| Total distributions
| (1.37)
| (1.30)
| –
|
| Net asset value per common share, end of year
| $18.93
| $22.27
| $19.43
|
| Market price, end of year
| $15.73
| $19.93
| $17.51
|
| Total Investment Return Based on(c):
|
|
|
|
| Market price
| (15.23%)
| 21.54%
| (12.45%)
|
| Net asset value
| (8.70%)
| 22.39%
| (2.85%)
|
| Ratio to Average Net Assets Applicable to Common Shareholders/Supplementary Data:
|
|
|
|
| Net assets applicable to common shareholders, end of year (000 omitted)
| $167,645
| $197,185
| $172,015
|
| Average net assets applicable to common shareholders (000 omitted)
| $195,544
| $196,015
| $177,052
|
| Net operating expenses
| 1.99%(d)
| 1.78%
| 2.00%(e)(f)
|
| Net operating expenses, excluding deferred tax expense
| 1.79%
| 1.78%
| 2.00%(e)(f)
|
| Net Investment income
| 0.20%
| 0.92%
| 0.55%(e)
|
| Portfolio turnover
| 25%
| 28%
| –(g)
|
| (a)
| For the period from July 29, 2020 (commencement of operations) through September 30, 2020.
|
| (b)
| Based on average shares outstanding.
|
| (c)
| 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.
|
| (d)
| At September 30, 2022, the Fund recorded a deferred tax liability of $402,135 primarily associated with its subsidiary’s investments in partnerships.
|
| (e)
| Annualized.
|
| (f)
| The expense ratio is higher than the Fund anticipates for a typical fiscal year due to the short fiscal period covered by the report.
|
| (g)
| Not annualized.
|
Amounts listed as
“–” are $0 or round to $0.
See Notes to Consolidated
Financial Statements.
| abrdn Global Infrastructure Income Fund
| 13
|
Notes to Consolidated Financial
Statements
September 30, 2022
1. Organization
abrdn Global Infrastructure
Income Fund (the “Fund”) is a recently organized, non-diversified (as defined by the Investment Company Act of 1940, as amended (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 of Trustees without shareholder approval.
There is no assurance that the Fund will achieve its investment objective.
Basis for Consolidation for the
Fund
abrdn Global Infrastructure
Income Fund BL, LLC (the “Subsidiary”), a Delaware corporation, 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 Schedule of Portfolio
Investments (“CSOI”) 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 Standard 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 ("GAAP")
in the United States of America. 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.
a. Security Valuation:
The Fund values its
securities at current market value or 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. Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees (the "Board") designated the Investment Adviser as the valuation designee
("Valuation Designee") for the Funds to perform the fair value determinations relating to Fund investments for which market quotations are not readily available.
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 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 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 approved by the Board. 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 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 closed before the Valuation Time),
| 14
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2022
the security is valued at fair value as
determined by the Investment Adviser as Valuation Designee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. Under normal
circumstances the Valuation Time is as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time). A security that has been fair valued by the Investment Adviser may be
classified as Level 2 or Level 3 depending on the nature of the inputs.
In accordance with the
authoritative guidance on fair value measurements and disclosures under generally accepted accounting principles in the United States of America, 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. 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.
Level 1 — quoted prices in
active markets for identical investments;
Level 2 — other significant observable
inputs (including quoted prices for similar securities, interest rates, prepayment speeds, and credit risk); 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 credit investments.
The Fund may also invest in
infrastructure investments through private transactions, which represented 20.0% of the net assets of the Fund as of September 30, 2022. For the private equity investments, the Fund follows the guidance issued in ASU
2015-07 Topic 820, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), and 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.
| abrdn Global Infrastructure Income Fund
| 15
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2022
The following is a summary of
the inputs used as of September 30, 2022 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
| $74,016,824
| $60,117,472
| $–
| $134,134,296
|
| Private Credit
| –
| –
| 5,752,643
| 5,752,643
|
| Short-Term Investment
| 265,480
| –
| –
| 265,480
|
| Total
| $74,282,304
| $60,117,472
| $5,752,643
| $140,152,419
|
| Private Equity(a)
|
|
|
| 27,870,871
|
| Total Investments in Securities
|
|
|
| $168,023,290
|
Amounts listed as
“–” are $0 or round to $0.
| (a)
| Private Equity investments are measured at the net asset valuations provided by the investment sponsors 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 Consolidated Portfolio of Investments.
|
Rollforward of Level 3 Fair Value Measurement
For the Year Ended September 30, 2022
|
Investments
in Securities
| Balance
as of
September 30,
2021
| Accrued
Discounts
(Premiums)
| Realized
Gain
(Loss)
| Change in
Unrealized
Appreciation
(Depreciation)
| Net
Purchases
| Net
Sales
| Net
Transfers
in to
Level 3
| Net
Transfers
out of
Level 3
| Balance
as of
September 30,
2022
| Change in
Unrealized
Appreciation
(Depreciation)
from
Investments
Held at
September 30,
2022
|
| Private Credit
|
|
|
|
|
|
|
|
|
|
| United States
| $-
| $-
| $-
| $121,646
| $5,630,997(b)
| $-
| $-
| $-
| $5,752,643
| $121,646
|
| Total
| $-
| $-
| $-
| $121,646
| $5,630,997
| $-
| $-
| $-
| $5,752,643
| $121,646
|
Amounts listed as
“–” are $0 or round to $0.
| (b)
| Includes the Fund's initial commitment plus payment in kind interest received of $411,650 that was received during the reporting period as reported on the
Statement of Operations as non-cash income.
|
| Description
| Fair Value at
09/30/22
| Valuation Technique (s)
| Unobservable Inputs
| Range
| Weighted
Average
|
| Private Credit
| $5,752,643
| Discounted Cash Flow
| Discount Rate
| 16.83%
| 16.83%
|
Debt holders are subject to
receive success fees as completion of the underlying projects occurs. For each underlying project, the probability of achieving the success fees, ranging from 15-100% as of September 30, 2022, is assigned based on the
development stage and used to project the future cash flows. These probability weightings assigned to the success fees are an unobservable input.
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 buyers, such as the Fund, but resale
of such securities in the U.S. is permitted only in limited circumstances.
| 16
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2022
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)
| market 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.
The Fund reports certain
foreign currency related transactions and foreign taxes withheld on security transactions as components of realized gains for financial reporting purposes, whereas such foreign currency related transactions are
treated as ordinary income for U.S. federal income tax purposes.
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 is recorded
on the ex-dividend date except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. 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 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
| abrdn Global Infrastructure Income Fund
| 17
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2022
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.
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 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. 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 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
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 Statement of
Operations.
3. Agreements and Transactions
with Affiliates
a. Investment Adviser and
Sub-Adviser:
abrdn Inc. (formerly
Aberdeen Standard Investments Inc.) and abrdn Investments Limited (formerly, Aberdeen Asset Managers 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 (collectively, the “Advisers”) are
wholly-owned indirect subsidiaries of abrdn plc (formerly Standard Life Aberdeen plc). In rendering advisory services, the Advisers may use the resources of investment advisor subsidiaries of abrdn 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, 2022, abrdn Investments Limited earned $2,639,837
for advisory services.
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, 2022, abrdn Inc. earned $156,435 from the Fund for administration services.
c. Investor Relations:
Under the terms of the
Investor Relations Services Agreement, abrdn Inc. will provide and/or engage 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, 2022, the Fund incurred investor relations fees of approximately $68,721. For the fiscal year ended September 30, 2022, 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.
| 18
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2022
4. Investment Transactions
Purchases and sales of
investment securities (excluding short-term securities) for the year ended September 30, 2022, were $47,400,085 and $57,078,260, respectively.
5. Capital
The Fund is authorized to
issue 100,000,000 common shares with par value $0.001. As of September 30, 2022, there were 8,855,000 common shares issued and outstanding.
6. Private Equity Investments
Certain of the Fund’s
investments, listed in the chart below, are restricted as to resale and are valued at net asset value as determined in good faith by, or under the direction of, the Board under procedures established by the Board in
the absence of readily ascertainable market values.
| Security
| Acquisition Date(s)
| Commitment
| Funded
| Unfunded
| Cost
| Fair
Value at
9/30/22(a)
| Percent
of Net
Assets
| Cumulative
Distributions
Received
|
| Cresta BBR Co-Invest BL LLC
| 9/28/20
| $3,000,000
| $3,000,000
| $-
| $3,000,000
| $3,707,882
| 2.2
| -
|
| CAI Co-Invest LP (through abrdn Global Infrastructure Fund BL, LLC)
| 10/27/20
| $3,000,000
| $1,084,540
| $1,915,460
| $1,140,572
| $1,211,473
| 0.7
| -
|
| BT Co-Invest Fund, L.P. (through abrdn Global Infrastructure Fund BL, LLC)
| 7/1/21
| 3,000,000
| 3,000,000
| -
| 3,006,300
| 3,655,645
| 2.2
| -
|
| Arroyo Trinity Direct Investment I, L.P. (through abrdn Global Infrastructure Fund BL, LLC)
| 10/20/21
| 2,000,000
| 2,000,000
| -
| 2,042,521
| 2,522,455
| 1.5
| -
|
| Cresta Highline Co-Invest Fund I (through abrdn Global Infrastructure Fund BL, LLC)
| 7/22/21
| 5,000,000
| 5,000,000
| -
| 4,935,484
| 7,896,775
| 4.7
| 120,968
|
| NOVA-telMAX HoldCo LLC
| 2/10/22
| 5,000,000
| 5,000,000
| -
| 5,055,068
| 5,055,068
| 3.0
| -
|
| WR Holdings LLC (through abrdn Global Infrastructure Fund BL, LLC)
| 9/2/22
| 5,500,000
| 3,821,573
| 1,678,427
| 3,821,573
| 3,821,573
| 2.3
| -
|
Amounts listed as
“–” are $0 or round to $0.
| (a)
| The fair value of the private equities are generally based on the valuations provided by the general partners of private equity investments as of the date
investments are valued. If a valuation is not provided by general partners of the private equity investments as of the date investments are valued, the Fund will value the private equity investment using the prior
valuation provided by the general partners adjusted for capital calls and distributions, if applicable.
|
The Fund may incur
certain costs in connection with the disposition of the above securities. The private equity investments listed above are not redeemable.
| abrdn Global Infrastructure Income Fund
| 19
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2022
7. Portfolio Investment
Risks
The following describes certain risks of
investing in the Fund. This is not a complete list of risk factors. Please see the back of this shareholder report for more information about these and other 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
emergencies and natural/environmental disasters. Such events can negatively impact the securities markets and cause the Fund to lose value.
One such event is the
COVID-19 pandemic, which has caused major disruptions to economies and markets around the world, including the markets in which the Fund invests, and which has and may continue to negatively impact the value of the
Fund’s investments.
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 experiencing economic and financial difficulties, the value and liquidity of the Fund’s
investments may be negatively affected by such events.
For example, whether or not
the Fund invests in securities of issuers located in Europe (whether the EU, Eurozone or UK) or with significant
exposure to European, EU, Eurozone or UK
issuers or countries, the unavoidable uncertainties and events related to the UK’s departure from the EU (“Brexit”) could negatively affect the value and liquidity of the Fund’s investments,
increase taxes and costs of business and cause volatility in currency exchange rates and interest rates. Brexit could adversely affect the performance of contracts in existence at the date of Brexit and European, UK
or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions, regulatory agencies and financial markets. Brexit could also lead to legal uncertainty
and politically divergent national laws and regulations as a new relationship between the UK and EU is defined and as the UK determines which EU laws to replace or replicate. Any of these effects of Brexit, and others
that cannot be anticipated, could adversely affect the Fund’s business, results of operations and financial condition.
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.
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
Advisers 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
| 20
| abrdn Global Infrastructure Income Fund
|
Notes to Consolidated Financial
Statements (continued)
September 30, 2022
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. 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 qualify for favorable tax treatment. REITs may be leveraged, which
increases risk. Certain REITs charge management fees, which may result in layering the management fee paid by the Fund.
g. 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.
8. 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.
9. Tax
Information
The U.S. federal
income tax basis of the Fund’s investments (including derivatives, if applicable) and the net unrealized depreciation as of September 30, 2022, were as follows:
Tax Cost of
Securities
| Unrealized
Appreciation
| Unrealized
Depreciation
| Net
Unrealized
Appreciation/
(Depreciation)
|
| $178,104,338
| $13,519,516
| $(23,600,564)
| $(10,081,048)
|
| abrdn Global Infrastructure Income Fund
| 21
|
Notes to Consolidated Financial
Statements (concluded)
September 30, 2022
The tax character of
distributions paid during the fiscal years ended September 30, 2022 and September 30, 2021 was as follows:
|
| September 30, 2022
| September 30, 2021
|
| Distributions paid from:
|
|
|
| Ordinary Income
| $1,951,556
| $10,628,449
|
| Net long-term capital gains
| 10,178,023
| 879,509
|
| Total tax character of distributions
| 12,129,579
| 11,507,958
|
As of September 30, 2022, the
components of accumulated earnings on a tax basis were as follows:
| Undistributed Ordinary Income
| $-
|
| Undistributed Long-Term Capital Gains
| 3,311,351
|
| Total undistributed earnings
| $3,311,351
|
| Capital loss carryforward
| -
|
| Other currency gains
| —
|
| Other Temporary Differences
| -*
|
| Unrealized Appreciation/(Depreciation)
| (10,111,994)
|
| Total accumulated earnings/(losses) – net
| $(6,800,643)**
|
Amounts listed as
“–” are $0 or round to $0.
| *
| During the year ended September 30, 2022, the Fund did not utilize a capital loss carryforward.
|
| **
| The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable to the tax deferral of wash sales and the realization for
tax purposes of unrealized gains on investments in passive foreign investment companies.
|
The Company may hold certain portfolio
company investments through the Subsidiary. Such Subsidiary may be subject to U.S. federal and state corporate-level income taxes. The Company 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, 2022, the
Fund recorded a net deferred tax liability ("DTL") of $402,135 primarily associated with Subsidiary’s investments in partnerships. The Subsidiary has federal net operating loss carryforwards and a corresponding
valuation allowance of $1,070 against such asset in recognition of the Fund’s conclusion that it may not be able to utilize these losses in future years. The Fund utilized an effective tax rate of 13.05% to
record its DTL.
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)
|
| $(2,512,354)
| $2,512,354
|
10. Subsequent Events
Based on this evaluation,
no disclosures and/or adjustments were required to the financial statements as of September 30, 2022, other than as noted below.
On October 12, 2022 and
November 9, 2022, the Fund announced that it will pay on October 31, 2022 and November 30, 2022, a distribution of US $0.12 per share to all shareholders of record as of October 24, 2022 and November 22,
2022.
| 22
| 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, 2022, 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 two-year period then ended and for the period from July 29, 2020 through September 30, 2020.
In our opinion, the consolidated financial statements and consolidated financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2022, 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 the years or period in the
three-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial
statements and consolidated financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated 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 consolidated 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
consolidated 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 consolidated financial highlights. Such procedures also included confirmation of securities owned as of September 30, 2022, by correspondence with
custodians or by other appropriate 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 consolidated 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.
Philadelphia, Pennsylvania
November 25, 2022
| abrdn Global Infrastructure Income Fund
| 23
|
Federal Tax Information: Dividends and
Distributions (Unaudited)
Designation Requirements
Of the distributions paid by
the Fund from ordinary income for the fiscal year ended September 30, 2022, the following percentage and dollar amount met the requirements to be treated as qualifying for the corporate dividends received deduction
and qualified dividend income, respectively
Dividends Received Deduction
54.53%
Qualified Dividend Income
$2,303,228
The fund’s distributions
to shareholders included:
$10,178,023 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 2023, the Fund will notify applicable shareholders of final amounts for use in preparing 2022 U.S. federal income tax forms.
For the fiscal year ended
September 30, 2022 the Fund intends to pass through to their shareholders the following amounts, or maximum amounts allowable by law, of foreign source income earned and foreign taxes paid of $1,509,540 and $351,672,
respectively.
| 24
| abrdn Global Infrastructure Income Fund
|
Supplemental Information (Unaudited)
Results of Annual Meeting of
Shareholders
The Annual Meeting of
Shareholders was held on May 26, 2022. The description of the proposal and number of shares voted at the meeting are as follows:
To elect two
Class II Trustees to the Board of Trustees:
|
| Votes For
| Votes Against/
Withheld
|
| P. Gerald Malone
| 6,974,773
| 81,111
|
| Todd Reit
| 6,985,949
| 69,935
|
Board of Trustees’
Consideration of Advisory and Sub-Advisory Agreements
At a regularly scheduled
quarterly meeting (the “Quarterly Meeting”) of the Board of Trustees (the “Board”) of abrdn Global Infrastructure Income Fund (“ASGI” or the “Fund”) held on June 14,
2022, the Board, including a majority of the Trustees who are not considered to be “interested persons” of the Fund (the “Independent Trustees”) under the Investment Company Act of 1940, as
amended (the “1940 Act”), approved for an annual period the continuation of the Fund’s investment advisory agreement with abrdn Inc. (the “Investment Adviser” or “AI”) and the
investment sub-advisory agreement among the Fund, the Investment Adviser and Aberdeen Asset Managers Limited (the “Sub-Adviser”). In addition, the Independent Trustees of the Fund held a separate
telephonic meeting on June 8, 2022 (together with the in-person Quarterly Meeting held on June 14, 2022, the “Meetings”) to review the materials provided and the relevant legal considerations. The
Investment Adviser and the Sub-Adviser are referred to collectively herein as the “Advisers” and the aforementioned agreements with the Advisers are referred to as the “Advisory Agreements.”
The Sub-Adviser is an affiliate of the Investment Adviser.
In connection with their
consideration of whether to approve the continuation of the Fund’s 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, including comparative performance, fee and expense information, and other information regarding the nature, extent and quality of services provided by the Advisers under their
respective Advisory Agreements. The materials provided to the Board generally included, among other items: (i) information on the Fund’s advisory fees and other expenses, including information comparing the
Fund’s expenses to those of a peer group of funds and information about any applicable expense limitations; (ii) information on the investment performance of the Fund and the performance of peer groups of funds
and the Fund’s performance benchmark; (iii) a report prepared by the Advisers in response to a request submitted by the Independent Trustees’ independent legal counsel on behalf of the Independent Trustees;
(iv) information about the profitability of the Advisory Agreements to the Advisers; and (v) a memorandum from the Independent Trustees’ independent legal counsel on the responsibilities of the Board in
considering for approval the investment advisory and investment sub-advisory arrangements under the 1940 Act and state law. The Board, including the Fund’s Independent Trustees, also considered other matters
such as: (i) the Fund’s investment objective and strategies; (ii) the Advisers’ financial results and financial condition; (iii) the Advisers’ investment personnel and operations; (iv)
the procedures employed to value the Fund’s assets; (v) the resources devoted to, and the record of compliance with, the Fund’s investment policies and restrictions, policies on personal securities
transactions and other compliance policies; (vi) the allocation of the Fund’s brokerage, if any, including, if applicable, allocations to brokers affiliated with the Advisers and the use, if any, of
“soft” commission dollars to pay Fund expenses and to pay for research and other similar services; and (vii) possible conflicts of interest. Throughout the process, the Board had the opportunity to ask
questions of and request additional information from the Advisers.
In addition to the materials
requested by the Trustees in connection with their annual consideration of the continuation of the Advisory Agreements, the Trustees received and reviewed materials in advance of each regular quarterly meeting of the
Board that contained information about the Fund’s investment performance and information relating to the services provided by the Advisers.
The Independent Trustees were
advised by separate independent legal counsel throughout the process and consulted in executive sessions with their independent legal counsel regarding their consideration of the renewal of the Advisory Agreements. In
considering whether to approve the continuation of the Advisory Agreements, the Board, including the Independent Trustees, did not identify any single factor as determinative. Individual Trustees may have evaluated
the information presented differently from one another, giving different weights to various factors. Matters considered by the Board, including the Independent Trustees, in connection with its approval of the
continuation of the Advisory Agreements included the factors listed below.
Fees and expenses. The Board reviewed with management the effective annual fee rate paid by the Fund to the Investment Adviser for investment management services. The Board also received and considered
information compiled at the request of the Fund by Institutional Shareholder Services, Inc. (“ISS”), an independent third-party provider of investment company data, that compared the Fund’s effective
annual management fee rate with the fees paid by a peer group consisting of other comparable closed-end funds (each such group, a “Peer Group”). The Trustees took into account the management fee structure,
including that advisory fees for the Fund were based on the Fund’s total managed assets, whether
| abrdn Global Infrastructure Income Fund
| 25
|
Supplemental Information (Unaudited) (continued)
attributable to common stock or borrowings,
if any. The Trustees also considered information from management about the fees charged by the Advisers to other U.S. clients investing primarily in an asset class similar to that of the Fund. The Board reviewed and
considered additional information about the Investment Adviser’s 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.
The Board also took into account
management’s discussion of the Fund’s expenses, including the factors that impacted the Fund’s expenses.
Investment performance of the
Fund and the Advisers. The Board received and reviewed with management, among other performance data, information that compared the Fund’s return to comparable investment companies. The Board also
received and considered performance information compiled by ISS as to the Fund’s total return, as compared with the funds in the Fund’s Morningstar category (the “Morningstar Group”).
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 and premium/discount information. The Board also received and reviewed
information on the Fund’s total return as compared with the total returns of its Morningstar Group average. The Board took into account information about the Fund’s discount/premium ranking relative to its
Peer Group and considered management’s discussion of the Fund’s performance. Additionally, the Trustees considered management’s discussion of the factors contributing to differences in performance,
including differences in the investment strategies of each of these other funds and accounts.
The Board also considered the
Advisers’ performance and reputation generally, the historical responsiveness of the Investment Adviser to Trustee concerns about performance, and the willingness of the Advisers to take steps intended to
improve performance.
Economies of Scale.
The Board considered management’s discussion of the Fund’s management fee structure and determined that the management fee structure was reasonable. The Board based this
determination on various factors, including how the Fund’s management fee compared to its Peer Group at higher asset levels.
The nature, extent and
quality of the services provided to the Fund under the Advisory Agreements. The Board considered, among other things, the nature, extent and quality of the services provided by the Advisers to the Fund and the resources dedicated to the Fund by the Advisers.
The Trustees took into account the Advisers’ investment experience and considered the allocation of responsibilities between the Advisers. The Board also considered the Advisers’ risk management processes.
The Board considered the background and experience of the Advisers’ senior management personnel and the qualifications, background and responsibilities of the portfolio managers primarily responsible for the
day-to-day portfolio management services for the Fund. The Board also considered information regarding the Advisers’ compliance with applicable laws and Securities and Exchange Commission and other
regulatory inquiries or audits of the Fund and the Advisers. The Board considered that they received information on a regular basis from the Fund’s Chief Compliance Officer regarding the Advisers’
compliance policies and procedures and considered the Advisers’ brokerage policies and practices. Management reported to the Board on, among other things, its business plans and organizational changes. The
Trustees took into account their knowledge of management and the quality of the performance of management’s duties through Board meetings, discussion and reports during the period since the Advisory Agreements
were last approved.
After reviewing these and
related factors, the Board concluded that the nature, extent and quality of the services provided supported the renewal of the Advisory Agreements.
The Trustees also considered
other factors, which included but were not limited to the following:
| •
| the nature, quality, cost and extent of administrative services provided by AI under a separate agreement covering administrative services.
|
| •
| whether the Fund has operated in accordance with its investment objective and the Fund’s record of compliance with its investment restrictions, and the compliance programs of the Advisers. The
Trustees also considered the compliance-related resources the Advisers and their affiliates were providing to the Fund.
|
| •
| the effect of any market and economic volatility on the performance, asset levels and expense ratios of the Fund.
|
| •
| so-called “fallout benefits” to the Advisers and their affiliates, including indirect The Trustees considered any possible conflicts of interest associated with these
fallout and other benefits, and the reporting, disclosure and other processes in place to disclose and monitor such possible conflicts of interest.
|
* * *
| 26
| abrdn Global Infrastructure Income Fund
|
Supplemental Information (Unaudited) (concluded)
Based on their evaluation of
all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Trustees, including the Independent Trustees, concluded that renewal of the
Advisory Agreements would be in the best interest of the Fund and its shareholders.
| abrdn Global Infrastructure Income Fund
| 27
|
Additional Information Regarding the
Fund (Unaudited)
RECENT CHANGES
The following information is
a summary of certain changes during the fiscal year ended September 30, 2022. 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, and (iii) 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.
Changes to Persons Primarily
Responsible for Day-to-Day Management of the Fund
The portfolio managers of the
Adviser and the Sub-Adviser (together, the “Advisers”) are responsible for the day-to-day management of their respective sleeves of the Fund's overall investment portfolio. Effective December 31, 2021,
Martin Connaghan and Ryan Sullivan ceased serving as portfolio managers having primary responsibility for the day-to-day management of the Fund’s portfolio. Effective April 19, 2022, Eric Purington was added as
a portfolio manager of the Fund, joining the team of Dominic Byrne, Joshua Duitz and Donal Reynolds. Messrs. Duitz, Byrne and Reynolds are primarily responsible for the Fund’s public infrastructure investments,
and Mr. Purington is primarily responsible for the Fund’s private/direct infrastructure investments. Mr. Purington joined abrdn in April 2022 and is an Investment Director on the Real Assets Team. Prior to
joining abrdn, Mr. Purington worked at Tribay (2019 to 2022) and EverStream Capital (2014 to 2019) as an Investment Director focused on renewable energy investment in the U.S. and Asia. He started his career in
infrastructure investment in 2010 at Highstar Capital, now part of Oaktree.
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 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) will be 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 will invest in issuers from at least three different countries and will invest significantly
(at least 40% of its total assets – unless market conditions are not deemed favorable by 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 securities trading market in a country outside the U.S.; and/or
|
| •
| the company derives the majority of its annual revenue or earnings or assets from goods produced, sales made or services performed
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 will, under normal circumstances, invest 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 intends to invest 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
| 28
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 will invest 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) 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 Standalone 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 “1940 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 employ a fundamental, bottom-up investment process, based on first-hand research and disciplined company evaluation. 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 the team's expertise in sourcing, diligencing and monitoring Private Infrastructure Opportunities developed over the past decade. The
Advisers maintain a database of hundreds of industry contacts and tracks a vast number of investment opportunities on an ongoing basis. The Advisers use this informational advantage, 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 team believes will help it
achieve the Fund's investment objective. The Advisers pursue Private Infrastructure Opportunities as a means of dynamically allocating capital and taking advantage of specific market opportunities. The Advisers
believe that these opportunities 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. Until the Fund is invested in
| abrdn Global Infrastructure Income Fund
| 29
|
Additional Information Regarding the
Fund (Unaudited) (continued)
Private Infrastructure Opportunities in
accordance with its investment policies, up to 5% of the Fund's total assets may be invested in accordance with a dividend capture strategy whereby the Fund may buy a security prior to the record date of its dividend
and sell such security after the record date of its dividend. See "Operational Risks – Portfolio Turnover Risk," below.
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 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.
During the period in which
the Fund was investing the net proceeds of its initial offering, the Fund was permitted to deviate from its investment policies by investing the net 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. 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 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 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
| 30
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 1940 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 net asset value 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 net asset value for their shares in an Eligible Tender Offer, given the nature of certain of the Fund's investments, the Fund's net asset value 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 net asset value 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 net asset value 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 net asset value 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 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 1940 Act, would not be a registered investment company under the 1940 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
| abrdn Global Infrastructure Income Fund
| 31
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 1940 Act, the Fund
is not permitted to issue senior securities if, immediately after the issuance of such senior securities, the Fund would have an asset coverage ratio (as defined in the 1940 Act) of less than 300% with respect to
senior securities representing indebtedness (i.e., for every dollar of indebtedness outstanding, the Fund is required to have at least three dollars of assets) or less than 200% with respect to senior securities
representing preferred stock (i.e., for every dollar of preferred stock outstanding, the Fund is required to have at least two dollars of assets). The 1940 Act also provides that the Fund may not declare distributions
or purchase its stock (including through tender offers) if, immediately after doing so, it will have an asset coverage ratio of less than 300% or 200%, as applicable. 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, 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
| 32
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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
Pending investment of the
proceeds of the offering (which the Fund expects may take up to approximately one month following the closing of the offering), the Fund may invest offering 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. The Fund also may invest in these instruments
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.
Portfolio turnover
The Fund's annual portfolio
turnover rate may vary greatly from year to year. The Fund may engage in frequent and active trading of portfolio securities, but does not intend to do so under normal circumstances. The Fund's portfolio turnover is
expected to be higher as it transitions a portion of its publicly traded securities portfolio to Private Infrastructure Opportunities.
High portfolio turnover
involves correspondingly greater transaction costs in the form of dealer spreads and brokerage commissions, which are borne directly by the Fund. In addition, a high rate of portfolio turnover may result in certain
tax consequences, such as increased capital gain dividends and/or ordinary income dividends.
Allocation of investment
opportunities
The portfolio managers'
management of other accounts may give rise to potential conflicts of interest in connection with their management of the Fund's investments, on the one hand, and the investments of the other accounts, on the other.
The other accounts may have the same or similar investment objective as the Fund. Therefore, a potential conflict of interest may arise as a result of the identical or similar investment objectives, whereby a
portfolio manager could favor one account over another. However, the Advisers believe 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 Advisers have adopted trade allocation procedures that require
| abrdn Global Infrastructure Income Fund
| 33
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 the Advisers 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 Advisers or their affiliates. Whenever decisions are made to buy
or sell securities by the Fund and one or more of the other accounts simultaneously, the Advisers may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that
they believe 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 Advisers that the benefits from the
policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Fund 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.
The Advisers also have
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.
From time to time, the
Advisers 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 Advisers 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 Advisers have adopted various policies to mitigate these conflicts.
Situations may occur when the
Fund could be disadvantaged because of the investment activities conducted by the Advisers and their
affiliates for other accounts. Such
situations may be based on, among other things, the following: (1) legal or internal restrictions on the combined size of positions that may be taken for the Fund or the other accounts, thereby limiting the size of
the Fund's position; (2) the difficulty of liquidating an investment for the Fund or the other accounts where the market cannot absorb the sale of the combined position; or (3) regulatory restrictions on transaction
with affiliates.
The 1940 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 1940 Act and other
accounts managed by the Advisers 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 Advisers determine that it would be appropriate for both the Fund and other accounts managed by the Advisers, the opportunity will
be allocated to the other accounts and the Fund will not participate in the negotiated transaction.
To the extent that the
Advisers source and structure private investments in publicly traded issuers, certain employees of the Advisers 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 Advisers have material, non-public information, however, it is the Advisers’
intention to ensure that any material, non-public information available to certain employees of the Advisers 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 Advisers or their
affiliates with infrastructure companies.
The Advisers and their
respective principals, officers, employees and affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made
on the Fund's behalf. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, officers, employees and affiliates of the Advisers that are the same as, different
from or made at a different time from positions taken for the Fund. Further, the Advisers may at some time in the future, manage additional investment funds with the same investment objective as the Fund. See
"Operational Risks – Potential Conflicts of Interest," below.
| 34
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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.
General
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 Fund's investments to be allocated to asset classes and security types that perform poorly or underperform other asset classes and security types or available
investments.
Non-Diversified Risk. The Fund is classified as a "non-diversified" investment company under the 1940 Act. Therefore, the Fund may invest a relatively high percentage of its assets in a smaller number of issuers
or may invest a larger proportion of its assets in a single issuer than a diversified fund. As a result, the Fund may be more susceptible than a diversified fund to any single corporate, political, geographic or
regulatory occurrence.
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 net asset value
(“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 1940 Act, would not be a registered investment company under the 1940 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
| abrdn Global Infrastructure Income Fund
| 35
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 of the liquidation. Moreover, rather than reinvesting the proceeds of sold, matured or called securities, the Fund may distribute the proceeds in one or more liquidating
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."
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
| 36
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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.
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
| abrdn Global Infrastructure Income Fund
| 37
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 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
it 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:
Utility Sector Risk. When interest rates go up, the value of securities issued by utilities companies historically has gone down. 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
| 38
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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. Most recently, the transportation infrastructure sector was negatively impacted by COVID-19 and the resulting restrictions on travel. 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:
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; and threats of terrorist attacks. Additionally, changes in economic conditions of key energy
producing and consuming countries, domestic and foreign government regulations, 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.
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 or other factors, political developments, 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, trading and tariff arrangements, terrorism, 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, any
spread of an infectious illness, public health threat or similar issue 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.
COVID-19 Risk. Economies and financial markets around the world, including the United States, have experienced increased volatility, losses, uncertainty and disruption to consumer demand, economic output
and supply chains as a result of conditions associated with COVID-19. To the extent the impacts of COVID-19 continue, the Fund may experience negative impacts to its business that could exacerbate other risks of the
Fund and may adversely affect the value and liquidity of the Fund’s investments.
The ultimate adverse impact
of COVID-19 on economic and market conditions and on the Fund is difficult to accurately predict. The full extent of the impact and effects of COVID-19 will depend on future developments, including, among other
factors, the duration and spread of the outbreak, along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market
interruptions, the impact of government interventions, and uncertainty with respect to the duration of the global economic slowdown.
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,
| abrdn Global Infrastructure Income Fund
| 39
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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.
In addition, the United
Kingdom left the European Union on January 31, 2020 ("Brexit"). The European Union and the United Kingdom reached an agreement in principle on the terms of certain agreements and declarations governing the ongoing
relationship between the European Union and the United Kingdom, including the European Union-United Kingdom Trade and Cooperation Agreement (the "TCA"), which came into full force on May 1, 2021. Due to political
uncertainty, it is not possible to anticipate the form or nature of the future trading relationship between the United Kingdom and the EU. The Fund may face risks associated with the potential uncertainty and
consequences that may follow Brexit, including with respect to potential volatility in exchange rates and interest rates. Whether or not the Fund invests in securities of issuers located in Europe (whether the EU,
Eurozone or UK) or with significant exposure to European, EU, Eurozone or UK issuers or countries, the unavoidable uncertainties and events related to Brexit could negatively affect the value and liquidity of the
Fund's investments, increase taxes and costs of business and cause volatility in currency exchange rates and interest rates. Brexit could adversely affect the performance of contracts and European, UK or worldwide
political, regulatory, economic or market conditions and could contribute to instability in political institutions, regulatory agencies and financial markets. Brexit could also lead to legal uncertainty and
politically divergent national laws and regulations. Any of these effects of Brexit, and others that cannot be anticipated, could adversely affect the Fund's business, results of operations and financial condition. In
addition, the risk that abrdn plc, the parent of the companies that provide investment advisory, sub-advisory and administration services to the Fund and which is headquartered in the UK, fails to adequately respond
to Brexit could have significant customer, reputation and capital impacts for abrdn plc and its subsidiaries, including those providing services to the Fund; however, abrdn plc has detailed contingency planning in
place to seek to manage the consequences of Brexit on the Fund and to manage any disruption to the Fund and to the services its subsidiaries provide. Given the fluidity and complexity of the situation, however, it
cannot assure that the Fund will not be adversely impacted despite preparations.
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 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.
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
| 40
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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. With respect to the Advisers' dividend recapture strategy, the Fund may hold securities for short
periods of time related to the dividend payment periods and may experience loss during these periods.
Liquidity Risk. The Fund's investments in Private Infrastructure Opportunities will be highly 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 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 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 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
| abrdn Global Infrastructure Income Fund
| 41
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 Advisers
Risk. The Fund may enter into private investments identified by the Advisers, in which case the Fund will be more reliant upon the ability of the Advisers 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
Advisers' diligence 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 1940 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 1940 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 1940 Act, the 1940 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
| 42
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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. 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 Placements 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 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, the Fund could find it more difficult 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.
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".
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
| abrdn Global Infrastructure Income Fund
| 43
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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. There may be little financial or accounting information available with respect
to issuers of emerging market securities, and it may be difficult as a result 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 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.
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.
| 44
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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.
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.
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.
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 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.
|
| abrdn Global Infrastructure Income Fund
| 45
|
Additional Information Regarding the
Fund (Unaudited) (continued)
| •
| 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
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 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.
Portfolio Turnover
Risk. At times, the Fund's portfolio turnover may be higher. High portfolio turnover involves greater transaction costs for the Fund and may result in greater realization of capital gains,
including short-term capital gains.
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 creates an opportunity for increased common share net investment income dividends, but
also creates risks for the holders of common shares. The Fund cannot assure you that the use of leverage, if employed, will result in a higher
| 46
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
yield on the common shares. 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.
|
Any decline in the NAV of the
Fund's investments will be borne entirely by the holders of common shares. Therefore, if the market value of the Fund's portfolio declines, leverage will result in a greater decrease in NAV to the holders of common
shares than if the Fund were not leveraged. This greater NAV decrease will also tend to cause a greater decline in the market price for the common shares. While the Fund may from time to time consider reducing any
outstanding leverage in response to actual or anticipated changes in interest rates in an effort to mitigate the increased volatility of current income and NAV associated with leverage, there can be no assurance that
the Fund will actually reduce any outstanding leverage in the future or that any reduction, if undertaken, will benefit the holders of common shares. Changes in the future direction of interest rates are very
difficult to predict accurately. If the Fund were to reduce any outstanding leverage based on a prediction about future changes to interest rates, and that prediction turned out to be incorrect, the reduction in any
outstanding leverage would likely operate to reduce the income and/or total returns to holders of common shares relative to the circumstance where the Fund had not reduced any of its outstanding leverage. The Fund may
decide that this risk outweighs the likelihood of achieving the desired reduction to volatility in income and share price if the prediction were to turn out to be correct, and determine not to reduce any of its
outstanding leverage as described above.
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. Certain types of leverage the Fund may use may result in the Fund being subject to covenants relating to asset coverage and portfolio composition
requirements. If the Fund fails to meet such
covenants, the Fund may be required to repay immediately, in part or in full, any outstanding leverage, necessitating the sale of portfolio securities, including illiquid securities, at inopportune times. The Fund may
be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for any debt securities or preferred shares issued by the Fund. The terms of any
borrowings or these rating agency guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. The Advisers do not believe that these covenants
or guidelines will impede them from managing the Fund's portfolio in accordance with the Fund's investment objectives and policies.
In addition to the foregoing,
the use of leverage treated as indebtedness of the Fund for U.S. federal income tax purposes may reduce the amount of Fund dividends that are otherwise eligible for the dividends received deduction in the hands of
corporate shareholders.
Capital Markets Risk. In the event of an economic downturn or period of increased financial stress, like the one caused by the COVID-19 outbreak, 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 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 "CFTC"), the Internal Revenue Service, the U.S. Federal Reserve or other governmental
regulatory authorities or
| abrdn Global Infrastructure Income Fund
| 47
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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.
Due to recent instability in
financial markets, including that caused by the recent COVID-19 outbreak, 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 1940 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 1940 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 1940 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. The portfolio managers' management of "other accounts" may give rise to potential conflicts of interest in connection with their management of the 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 Advisers believe 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 Advisers have 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 the Advisers 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 Advisers or their affiliates. Whenever decisions are made to buy
or sell securities by the Fund and one or more of the other accounts simultaneously, the Advisers 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 Advisers that the benefits from the
policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. The Advisers have 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.
The Advisers also have
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.
From time to time, the
Advisers 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 Advisers 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
| 48
| abrdn Global Infrastructure Income Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 Advisers have adopted various policies to mitigate these conflicts.
Situations may occur when the
Fund could be disadvantaged because of the investment activities conducted by the Advisers and their affiliates for other accounts. Such situations may be based on, among other things, the following: (1) legal or
internal restrictions on the combined size of positions that may be taken for the Fund or the other accounts, thereby limiting the size of the Fund's position; (2) the difficulty of liquidating an investment for the
Fund or the other accounts where the market cannot absorb the sale of the combined position; or (3) regulatory restrictions on transaction with affiliates.
The Advisers have the ability
to allocate investment opportunities of certain negotiated transactions between the Fund, other funds registered under the 1940 Act and other accounts managed by the Advisers pro rata based on available capital, up to
the amount proposed to be invested by each ("Co-Investment Opportunities"). The 1940 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 1940 Act and other accounts managed by the Advisers 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 Advisers determine 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
Advisers source and structure private investments in publicly traded issuers, certain employees of the Advisers 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 Advisers have material, nonpublic information, however, it is the Advisers’
intention to ensure that any material, non-public information available to certain employees of the Advisers 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 Advisers
or their affiliates with infrastructure companies.
The Advisers and their
respective principals, officers, employees and affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made
on the Fund's behalf. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, officers, employees and affiliates of the Advisers that are the same as, different
from or made at a different time from positions taken for the Fund. Further, the Advisers may at some time in the future manage additional investment funds with the same investment objective as the Fund.
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 1940 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 1940 Act and the rules and interpretive positions of the SEC thereunder;
|
| 2.
| borrow money, except as permitted by the 1940 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 1940 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;
|
| abrdn Global Infrastructure Income Fund
| 49
|
Additional Information Regarding the
Fund (Unaudited) (concluded)
| 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.
| 50
| abrdn Global Infrastructure Income Fund
|
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 New
York Stock Exchange, 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 New York Stock Exchange 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 a Fund 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
| abrdn Global Infrastructure Income Fund
| 51
|
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.
| 52
| abrdn Global Infrastructure Income Fund
|
Management of the Fund (Unaudited)
As of September 30, 2022
The names of the Trustees and
Officers of the Fund, their addresses, years of birth, and principal occupations during the past five years are provided in the tables below. Trustees 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 Advisers are included in the table below under the heading “Interested Trustees.” Trustees who are not
interested persons, as described above, are referred to in the table below under the heading “Independent Trustees.”
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During Past Five Years
| Number of
Funds in
Fund Complex*
Overseen by
Trustee
| Other
Directorships
Held by
Trustee**
|
| Interested Trustees
|
|
|
|
|
|
Stephen Bird
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1967
| Class III Trustee
| Term expires 2023; Trustee since 2021
| Mr. Bird joined the Board of SLA plc in July 2020 as Chief Executive-Designate, and was formally appointed Chief Executive Officer in September 2020. Previously, Mr.
Bird served as chief executive officer of global consumer banking at Citigroup from 2015, retiring from the role in November 2019. His responsibilities encompassed all consumer and commercial banking businesses in 19
countries, including retail banking and wealth management, credit cards, mortgages, and operations and technology supporting these businesses. Prior to this, Mr. Bird was chief executive for all of Citigroup’s
Asia Pacific business lines across 17 markets in the region, including India and China. Mr. Bird joined Citigroup in 1998, and during his 21 years with the company he held a number of leadership roles in banking,
operations and technology across its Asian and Latin American businesses. Before this, he held management positions in the UK at GE Capital – where he was director of UK operations from 1996 to 1998 – and
at British Steel.
| 28
| None.
|
| Independent Trustees
|
|
|
|
|
|
Nancy Yao Maasbach
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1972
| Class III Trustee
| Term expires 2023; Trustee since 2020
| Nancy Yao Maasbach has served as the President of the Museum of Chinese in America since 2015. Previously, she served as the executive director
of the Yale-China Association and managing director of the corporate program at the Council on Foreign Relations. Prior to her work in non-profit, Ms. Maasbach launched the Asia coverage at the Center for Financial
Research and Analysis (currently known as RiskMetrics), served as the inaugural director of policy research of Goldman Sachs' Global Markets Institute, and was an investment banker at Goldman Sachs (Asia) L.L.C.
Ms. Maasbach is an independent director of the abrdn-managed India Fund and Asian Emerging Markets Fund. Ms. Maasbach is a board member of the National Committee on U.S.-China Relations, a member of the Council
on Foreign Relations, and a lecturer on governance at Yale University.
| 7
| None.
|
| abrdn Global Infrastructure Income Fund
| 53
|
Management of the Fund (Unaudited) (continued)
As of September 30, 2022
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During Past Five Years
| Number of
Funds in
Fund Complex*
Overseen by
Trustee
| Other
Directorships
Held by
Trustee**
|
P. Gerald Malone
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1950
| Chairman of the Fund; Class II Trustee
| Term expires 2025; Trustee since 2020
| Mr.Malone is, by profession, a lawyer of over 40 years. Currently, he is a non-executive director of a number of U.S. companies, including Medality Medical (medical
technology company) since 2018. He is also Chairman of many of the open and closed end funds in the Fund Complex. He previously served as a non-executive director of U.S. healthcare company Bionik Laboratories Corp.
(2018 - July 2022), as Independent Chairman of UK companies Crescent OTC Ltd (pharmaceutical services) until February 2018; and fluidOil Ltd. (oil services) until June 2018; U.S. company Rejuvenan llc (wellbeing
services) until September 2017 and as chairman of UK company Ultrasis plc (healthcare software services company) until October 2014. Mr. Malone was previously a Member of Parliament in the U.K. from 1983 to 1997 and
served as Minister of State for Health in the U.K. government from 1994 to 1997.
| 28
| None.
|
Todd Reit
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1968
| Class II Trustee
| Term expires 2025; Trustee since 2020
| Mr. Reit is a a Managing Member of Cross Brook Partners LLC, a real estate investment and management company since 2017. Mr. Reit is also Director and Financial
Officer of Shelter Our Soldiers, a charity to support military veterans, since 2016. Mr. Reit was formerly a Managing Director and Global Head of Asset Management Investment Banking for UBS AG, where he was
responsible for overseeing all the bank’s asset management client relationships globally, including all corporate security transactions, mergers and acquisitions. Mr. Reit retired from UBS in 2017 after an over
25-year career at the company and its predecessor company, PaineWebber Incorporated (merged with UBS AG in 2000).
| 1
| None.
|
John Sievwright
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1955
| Class I Trustee
| Term expires 2024; Trustee since 2020
| Mr. Sievwright is a Non-Executive Director of Burford Capital Ltd (since May 2020) (provider of legal, finance, complex strategies,
post-settlement finance and asset management services and products) and Revolut Limited, a UK-based digital banking firm (Since August 2021). Previously, he was a Non-Executive Director for the UK company : NEX
Group plc (2017-2018) (financial).
| 8
| Non-Executive Director of Burford Capital Ltd (provider of legal finance, complex strategies, post-settlement finance and
asset management services and products) since May 2020.
|
| *
| As of September 30, 2022, the Fund Complex consists of: abrdn Income Credit Strategies Fund, abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc.,
abrdn Emerging Markets Equity Income Fund, Inc., abrdn Japan Equity Fund, Inc., The India Fund, Inc., abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn
Global Infrastructure Income Fund, abrdn Funds (which consists of 19 portfolios) and abrdn ETFs (which consists of 3 portfolios).
|
| **
| Current directorships (excluding Fund Complex) as of September 30, 2022 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.
|
| 54
| abrdn Global Infrastructure Income Fund
|
Management of the Fund (Unaudited) (continued)
As of September 30, 2022
Officers of the Trust
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During Past Five Years
|
Joseph Andolina**
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
| Chief Compliance Officer; Vice President, Compliance
| Since 2020
| Currently, Chief Risk Officer – Americas for abrdn Inc. and serves as the Chief Compliance Officer for abrdn Inc. Prior to joining the Risk and Compliance
Department, he was a member of abrdn Inc.'s Legal Department, where he served as US Counsel since 2012.
|
Chris Demetriou**
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1983
| Vice President
| Since 2020
| Currently, Chief Executive Officer – UK, EMEA and Americas. Mr. Demetriou joined abrdn Inc. in 2013, as a result of the acquisition of SVG, a FTSE 250 private
equity investor based in London.
|
Joshua Duitz**
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1970
| Vice President
| Since 2020
| Currently, Deputy Head of the Global Equities Team. Mr. Duitz is responsible for managing abrdn Global Infrastructure Fund, abrdn Global Infrastructure Income
Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Dynamic Dividend Fund and abrdn Dynamic Dividend Fund (AIFRX, ASGI, AOD,AGD and ADVDX). He joined abrdn Inc. in 2018 from Alpine Woods Capital Investors LLC
where he was a Portfolio Manager. Previously, Mr. Duitz worked for Bear Stearns where he was a Managing Director, Principal and traded international equities. Prior to that, he worked for Arthur Andersen where he was
a senior auditor.
|
Sharon Ferrari**
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1977
| Vice President
| Since 2021
| Currently, Senior Product Manager – US for abrdn Inc. Ms. Ferrari joined abrdn Inc. as a Senior Fund Administrator in 2008.
|
Alan Goodson**
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
| Vice President
| Since 2020
| Currently, Director, Vice President 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.
|
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 Manager, Product Governance US for abrdn Inc. Ms. Hasson joined abrdn Inc. as a Fund Administrator in 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, Director, Product Governance for abrdn Inc. Ms. Kennedy joined abrdn Inc. in 2005.
|
| abrdn Global Infrastructure Income Fund
| 55
|
Management of the Fund (Unaudited) (concluded)
As of September 30, 2022
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During Past Five Years
|
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 – US for abrdn Inc. Mr. Kim joined abrdn Inc. as a Product Manager in 2013.
|
Brian Kordeck**
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
| Vice President
| Since 2021
| Currently, Senior Product Manager – US for abrdn Inc. Mr. Kordeck joined abrdn Inc. as a Senior Fund Administrator 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.
|
Andrea Melia**
c\o abrdn Inc
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1969
| Treasurer and Chief Financial Officer
| Since 2020
| Currently, Vice President and Director, Product Management for abrdn Inc. Ms. Melia joined abrdn Inc. in September 2009.
|
Christian Pittard**
c\o Aberdeen Asset Managers Limited
Bow Bells House
1 Bread Street
London
EC4M 9HH
Year of Birth: 1973
| Chief Executive Officer and President
| Since 2020
| Currently, Group Head of Product Opportunities at abrdn and a Director of Aberdeen Asset Management PLC since 2010. Mr. Pittard joined abrdn from KPMG in 1999.
|
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 Head of Product Management and Governance for abrdn Inc. since 2020. Previously, Ms. Sitar was Managing U.S.
Counsel for abrdn Inc. She joined abrdn Inc. as U.S. Counsel in July 2007.
|
| *
| Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are elected annually at a meeting of the Board of Trustees.
|
| **
| Each officer may hold officer position(s) in one or more other funds which are part of the Fund Complex.
|
During the year the Independent
Trustees of the Trust engaged Mr. Martin Gilbert as an advisory consultant to provide ongoing insight into the asset management industry given his long standing experience in both this sector and the closed end funds
arena. The position was not remunerated, although travel and expenses were reimbursed across all the funds related to the consultancy. Effective December 15, 2021 the consultant agreement was terminated by mutual
agreement of the parties.
Further information about the
Fund’s Trustees and Officers is available in the Trust’s Statement of Additional Information, which can be obtained without charge by calling (800) 522-5465.
| 56
| abrdn Global Infrastructure Income Fund
|
Trustees
Stephen Bird
Nancy Yao Maasbach
P. Gerald Malone, Chairman
Todd Reit
John Sievwright
Investment Adviser
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA19103
Investment Sub-Adviser
abrdn Investments Limited
280 Bishopsgate
London, United Kingdom
EC2M 4AG
Administrator
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Custodian
State Street Bank and Trust Co.
1 Heritage Drive, 3rd Floor
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
1601 Market Street
Philadelphia, PA 19103
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@abrdn.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.abrdnasgi.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.
Item 2. Code of Ethics.
| (a) |
As of September 30, 2022, 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 and Valuation 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 and Valuation 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, 2022 |
$102,370 |
$0 |
$0 |
$0 |
| Percentage approved pursuant to pre-approval exception5 |
0% |
0% |
0% |
0% |
| September 30, 2021 |
$68,650 |
$0 |
$18,000 |
$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 and Valuation 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 between the independent auditor and the Registrant, consistent with the 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. 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. 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. |
| (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, 2022 |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
279,469 |
|
|
$ |
279,469 |
|
| September
30, 2021 |
|
$ |
18,000 |
|
|
$ |
0 |
|
|
$ |
401,745 |
|
|
$ |
419,745 |
|
“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.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
| (a) |
The Registrant has a separately-designated standing Audit and Valuation 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,
2022, the Audit Committee members were:
Nancy Yao Maasbach
P. Gerald Malone
Todd Reit
John Sievwright
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. 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 8. 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,
Byrne 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
|
|
Dominic Byrne,
Head of Global Equities |
Dominic Byrne is Head of Global Equities and is portfolio manager on abrdn’s global and responsible range of equity funds. He joined the firm in 2000 as part of the UK Equity Team at Standard Life (which merged in August 2017 with the Adviser’s parent company to form what is now abrdn plc). In December 2008, he joined the Global Equity Team and has managed a range of global equity strategies. In 2018, he was appointed Deputy Head of Global Equities and in 2020, he became Head of Global Equity. |
|
Joshua Duitz,
Deputy Head of the Global Equities Team |
Currently, Deputy Head of the Global Equities Team, Mr. Duitz is responsible for managing abrdn Global Infrastructure Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Dynamic Dividend Fund and the abrdn Dynamic Dividend Fund (AIFRX, AOD,AGD and ADVDX). He joined abrdn in 2018 from Alpine Woods Capital Investors LLC where he was a Portfolio Manager. Previously, Mr. Duitz worked for Bear Stearns where he was a Managing Director, Principal and traded international equities. Prior to that, he worked for Arthur Andersen where he was a senior auditor. |
|
Eric Purington
Investment Director, Indirect Real Assets |
Mr. Purington joined abrdn in April 2022 and is an Investment Director on the Real Assets Team. Prior to joining abrdn, Mr. Purington worked at Tribay (2019 to 2022) and EverStream Capital (2014 to 2019) as an Investment Director focused on renewable energy investment in the U.S. and Asia. He started his career in infrastructure investment in 2010 at Highstar Capital, now part of Oaktree. |
| Donal Reynolds, Investment Director, Global Equities |
Donal Reynolds is an Investment Director in the Global Equity Team and is lead Portfolio Manager for the Global Equity SICAV and the Global Focused Funds (OIEC & SICAV), as well as being co-lead of the Global Innovation Fund. He joined abrdn in 2006 as an Investment Process Analyst. In 2010, he transferred to the US Equity Team in Boston as Vice President. In 2014, he was promoted to Senior Vice President, Global Equities. Prior to this, he worked for a number of firms, including BIL-Dexia, ING, JP Morgan and Aegon. |
(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, 2022.
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) |
|
| Domenic
Byrne1 |
|
Registered
Investment Companies |
|
7 |
|
$ |
1,508.26 |
|
0 |
|
$ |
0 |
|
| |
|
Pooled Investment Vehicles |
|
33 |
|
$ |
4,467.81 |
|
0 |
|
$ |
0 |
|
| |
|
Other
Accounts |
|
8 |
|
$ |
2,424.75 |
|
0 |
|
$ |
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Josh
Duitz1 |
|
Registered
Investment Companies |
|
7 |
|
$ |
1,508.26 |
|
0 |
|
$ |
0 |
|
| |
|
Pooled
Investment Vehicles |
|
33 |
|
$ |
4,467.81 |
|
0 |
|
$ |
0 |
|
| |
|
Other
Accounts |
|
8 |
|
$ |
2,424.75 |
|
0 |
|
$ |
0 |
|
| |
|
|
|
|
|
| Eric
Purington2 |
|
Registered
Investment Companies |
|
1 |
|
$ |
166.96 |
|
0 |
|
$ |
0 |
|
| |
|
Pooled
Investment Vehicles |
|
8 |
|
$ |
524.40 |
|
8 |
|
$ |
524.40 |
|
| |
|
Other
Accounts |
|
0 |
|
$ |
0 |
|
0 |
|
$ |
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Donal
Reynolds1 |
|
Registered
Investment Companies |
|
7 |
|
$ |
1,508.26 |
|
0 |
|
$ |
0 |
|
| |
|
Pooled
Investment Vehicles |
|
33 |
|
$ |
4,467.81 |
|
0 |
|
$ |
0 |
|
| |
|
Other
Accounts |
|
8 |
|
$ |
2,424.75 |
|
0 |
|
$ |
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Includes accounts managed by the Global Equities 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 “abrdn”) 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 abrdn does not have discretion over trading and there may be client specific
restrictions for SMA accounts.
abrdn may have already commenced trading for its
discretionary client accounts before the model delivery accounts have executed abrdn'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. abrdn 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
abrdn’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 abrdn’s clients and shareholders. abrdn operates in a highly
competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.
abrdn’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 abrdn plc
shares, with an option to put up to 50% of the deferred award into funds managed by abrdn. Overall compensation packages are designed
to be competitive relative to the investment management industry.
Base Salary
abrdn’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 abrdn 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.
abrdn has a deferral policy which is intended to
assist in the retention of talent and to create additional alignment of executives’ interests with abrdn’s sustained performance
and, in respect of the deferral into funds managed by abrdn, 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 abrdn, 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, abrdn 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, abrdn 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 abrdn environment. Additionally, if any of
the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via abrdn’s dynamic compliance
monitoring system.
In rendering investment management
services, the Adviser may use the resources of additional investment adviser subsidiaries of abrdn 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 abrdn 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, 2022 |
|
| Dominic Byrne |
|
None |
| Joshua Duitz |
|
$50,001-$100,000 |
| Eric Purington |
|
None |
| Donal Reynolds |
|
None |
(b) Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
No such purchases were made by or on behalf of the Registrant during
the period covered by the report.
Item 10. Submission of Matters to a Vote of Security Holders.
During the period ended September 30, 2022, there were no material
changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
Item 11. 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 second fiscal quarter of 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 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies
Not applicable
Item 13. 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/ Christian Pittard |
|
| |
Christian Pittard, |
|
| |
Principal Executive Officer of |
|
| |
abrdn Global Infrastructure Income Fund |
|
| |
|
| Date: December 8, 2022 |
|
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/ Christian Pittard |
|
| |
Christian Pittard, |
|
| |
Principal Executive Officer of |
|
| |
abrdn Global Infrastructure Income Fund |
|
| |
|
| Date: December 8, 2022 |
|
| By: |
/s/ Andrea Melia |
|
| |
Andrea Melia, |
|
| |
Principal Financial Officer of |
|
| |
abrdn Global Infrastructure Income Fund |
|
| |
|
| Date: December 8, 2022 |
|
Exhibit 99.CODEETH
CODE OF ETHICS (SOX)
(Principal Executive Officer/President and Principal
Financial Officer/Treasurer)
| |
I. |
Purpose of the Code/Covered Officers |
Pursuant to Section 406
of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (“SEC”) has adopted rules requiring annual
disclosure of an investment company’s code of ethics applicable to its principal executive, principal financial and principal accounting
officers. The Funds have adopted this Code of Ethics (the “Code”) pursuant to these rules. The Code applies to the series
(each a “Fund”). The Code specifically applies to each Fund’s President/Principal Executive Officer and Treasurer/Principal
Financial Officer (“Covered Officers”) for the purpose of promoting:
| |
· |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| |
· |
full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submits to, the SEC and in other public communications made by the Funds; |
| |
· |
compliance with applicable laws, rules and regulations; |
| |
· |
an environment that encourages disclosure of ethical and compliance related concerns; |
| |
· |
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code without fear of reprisal; and |
| |
· |
accountability for adherence to the Code. |
The Covered Officers are integral
to the Funds’ goal of creating a culture of high ethical standards and commitment to compliance. In their roles, the Covered Officers
will refrain from engaging in any activity that may compromise their professional ethics or otherwise prejudice their ability to carry
out their duties to the Funds.’ They will act in good faith, with due care, competence and diligence, without misrepresenting material
facts or allowing their independent judgment to be subordinated.
| |
II. |
Actual and Apparent Conflicts of Interest |
Overview: A
“conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or service
to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper
benefits as a result of his or her position with the Funds.
Certain conflicts of interest
arise out of the relationship between Covered Officers and each Fund and already are subject to conflict of interest provisions in the
Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”).
For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other
property) with the Funds because of their status as “affiliated persons” of the Funds. Each Fund’s Adviser and Sub-adviser
(the “adviser(s)”) have adopted and implemented respective compliance programs and procedures that are designed to prevent,
or identify and correct, violations of these provisions. This Code does not, and is not intended to repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code. Each Covered Officer should be sensitive to situations that
may give rise to actual as well as apparent conflicts of interest and should encourage his or her colleagues who provide service to the
Funds, whether directly or indirectly, to do the same.
Although typically not presenting
an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between each Fund
and the investment adviser (and distributor to the Aberdeen open-end funds) of which the Covered Officers are also officers or employees.
As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund
or the investment adviser or for both), be involved in establishing policies and implementing decisions that will have different effects
on the investment adviser, distributor and the Funds. The participation of the Covered Officers in such activities is inherent in the
contractual relationship between the Funds and the Adviser and is consistent with the performance by the Covered Officers of their duties
as officers of each Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Board that the Covered Officers may also be
officers or employees of the Funds.
Other conflicts of interest
are covered by this Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The overarching
principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Funds. A defining
question is, “What is the long term interest of current shareholders?” The following list provides examples of conflicts of
interest under this Code, but Covered Officers should keep in mind that these examples are not exhaustive.
Each Covered Officer must:
| |
· |
not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would directly or indirectly benefit personally to the detriment of the Funds; |
| |
· |
not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; |
| |
· |
not use material non-public knowledge of Fund transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; |
| |
· |
report at least annually affiliations or other relationships related to conflicts of interest covered by the Funds’ Directors and Officers Questionnaire. |
Any activity or relationship
that would present a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if a member of the Covered
Officer’s family engages in such activity or has such a relationship. There are some conflict of interest situations that should
always be discussed with the Compliance Officer prior to their occurrence, or if foreseen, as soon as reasonably possible after discovery.
Examples of these include:
| |
· |
service on the board of any public company; |
| |
· |
any outside business activity that detracts from the ability of a Covered Officer to devote appropriate time and attention to his or her responsibilities as a Covered Officer of the Funds; |
| |
· |
the receipt of any non-nominal gifts in excess of $100.00; |
| |
· |
the receipt of any entertainment from any company with which the Funds has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; |
| |
· |
any ownership interest in, or any consulting or employment relationship with any of the Funds’ service providers, other than its investment adviser, investment sub-adviser, principal underwriter, administrator or any affiliated person thereof; |
| |
· |
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Funds for effecting Fund transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership. |
(A) “Covered
Officer” with respect to a Fund means the principal executive officer of the Fund and senior financial officers of the Fund,
including the principal financial officer, controller or principal accounting officer, or persons performing similar functions, regardless
of whether these persons are employed by the Fund or a third party.
(B) “Executive
Officer” of a Fund has the same meaning as set forth in Rule 3b-7 under the Securities Exchange Act of 1934, as amended.
Subject to any changes in that rule, the term “executive officer,” when used in the Code, means the president, any vice president,
any officer who performs a policy making function, or any other person who performs similar policy making functions for a Fund.
(C) “Waiver”
means the approval by a Fund’s CCO of a material departure from a provision of the Code. “Waiver” includes
an “Implicit Waiver,” which is a Fund’s failure to take action within a reasonable period of time regarding
a material departure from a provision of this Code that has been made known to an Executive Officer of the Fund.
| |
IV. |
Disclosure and Compliance |
Each Covered Officer:
| |
· |
should familiarize himself with the disclosure requirements generally applicable to the Funds; |
| |
· |
should not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including the Funds’ Board and auditors, and to governmental regulators and self-regulatory organizations; |
| |
· |
should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the Advisers with the goal of promoting comprehensive, fair, accurate, timely and understandable disclosure in reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; |
| |
· |
should cooperate with the each Fund’s independent accountants, regulatory agencies, and internal auditors in their review of the Funds and its operations; |
| |
· |
should ensure the establishment of appropriate policies and procedures for the protection and retention of accounting records and information as required by applicable law, regulation, or regulatory guidelines and establish and administer financial controls that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the Funds’ safe and sound operation; and |
| |
· |
has the responsibility to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
| |
V. |
Reporting and Accountability |
Each Covered Officer must:
| |
· |
upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing that he has received, read, and understands this Code; |
| |
· |
annually thereafter affirm that he has complied with the requirements of this Code; |
| |
· |
not retaliate against any other Covered Officer or any employee of the Adviser, or their affiliated persons, or any other employee of a private contractor that provides service to the Funds, for reports of potential violations that are made in good faith; and |
| |
· |
notify the Funds’ CCO promptly if he or she knows or suspects that a violation of applicable laws, regulations, or of this Code has occurred, is occurring, or is about to occur. Failure to do so is itself a violation of this Code. |
See Exhibit A for
the form of PEO/PFO certification.
The Funds’ CCO is responsible
for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in
any particular situation. However, any approvals or Waivers sought by the President will be considered by the Funds’ Audit Committee.
The Funds will follow these
procedures in investigating and enforcing this Code.
| |
· |
The Funds’ Compliance Officer will take all appropriate action to investigate any potential violations reported to him/her. |
| |
· |
If, after such investigation, the Compliance Officer believes that no violation has occurred, he or she is not required to take any further action. The Compliance Officer is authorized to consult, as appropriate, with the chair of the Audit Committee and Counsel to the Independent Board, and is encouraged to do so after consultation with each Fund’s President when, in the Compliance Officer’s opinion such consultation will not increase the risk to shareholders. |
| |
· |
Any matter that the Compliance Officer believes is a violation will be reported to the Audit Committee (the “Committee”). |
| |
· |
If the Committee concurs that a violation has occurred, it will inform and make a recommendation to the full Board, which will consider appropriate action, which may include review of and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its Board; or a recommendation to dismiss the Covered Officer. |
| |
· |
Each Fund’s Board will be responsible for granting Waivers, as appropriate. |
| |
· |
Any changes to or Waivers of this Code will, to the extent required, be disclosed as provided by the SEC rules. |
The matters covered in the
Code are of the utmost importance to the Funds and their stockholders and are essential to each Fund’s ability to conduct its business
in accordance with its stated values. Each Covered Officer and each Executive Officer is expected to adhere to these rules (to the
extent applicable) in carrying out his or her duties for the Funds. The conduct of each Covered Officer and each Executive Officer can
reinforce an ethical atmosphere and positively influence the conduct of all officers, employees and agents of the Funds. A Fund will,
if appropriate, take action against any Covered Officer whose actions are found to violate the Code. Appropriate sanctions for violations
of the Code will depend on the materiality of the violation to the Fund.
Sanctions may include, among
other things, a requirement that the violator undergo training related to the violation, a letter or sanction or written censure by the
Board, the imposition of a monetary penalty, suspension of the violator as an officer of a Fund or termination of the employment of the
violator. If a Fund has suffered a loss because of violations of the Code, the Fund may pursue remedies against the individuals or entities
responsible.
| |
VII. |
Other Policies and Procedures |
This Code shall be the sole
code of ethics adopted by the Funds for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable
to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or activities if the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and Adviser’s
code of ethics under Rule 17j-1 under the Investment Company Act of 1940 are not part of this Code.
Any amendments to this Code
must be approved or ratified by a majority vote of the each Fund’s Board, including a majority of Independent Board members.
All reports and records prepared
or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise
required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its Counsel.
This Code is intended solely
for internal use by the Funds and does not constitute an admission, by or on behalf of the Funds, as to any fact, circumstance, or legal
conclusion. This Code is a statement of certain fundamental principles, policies, and procedures that govern the Covered Officers in the
conduct of each Fund’s business. It is not intended and does not create any rights in any employee, investor, supplier, creditor,
shareholder or any other person.
Exhibit A
CODE OF ETHICS
PURSUANT TO THE SARBANES-OXLEY ACT OF 2002
Initial and Annual Certification of Compliance
This is to certify that I have received a copy
of the Code of Ethics Pursuant to the Sarbanes-Oxley Act of 2002 (“Code”) for the following Funds:
List of Funds
I have read and understand the Code. Moreover, I
agree to promptly report to the Chief Compliance Officer any violation or possible violation of this Code of which I become aware. I understand
that violation of the Code will be grounds for disciplinary action or dismissal.
Check one:
Initial
¨ I further certify
that I am subject to the Code and will comply with each of the Code’s provisions to which I am subject.
Annual
¨ I further certify
that I have complied with and will continue to comply with each of the provisions of the Code to which I am subject.
| |
|
| Signature |
Date |
| |
|
| Received by (name and title): |
Date |
Exhibit 99.CERT
Certification
Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Andrea Melia, 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, 2022
| /s/ Andrea Melia |
|
| Andrea Melia |
|
| Principal Financial Officer |
|
Certification
Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Christian Pittard, 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, 2022
| /s/ Christian Pittard |
|
| Christian Pittard |
|
| 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
Christian Pittard, Principal Executive Officer,
and Andrea Melia, 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, 2022 (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/ Christian Pittard |
|
| Christian Pittard |
|
| Date: December 8, 2022 |
|
PRINCIPAL FINANCIAL OFFICER
abrdn Global Infrastructure Income Fund
| /s/ Andrea Melia |
|
| Andrea Melia |
|
| Date: December 8, 2022 |
|
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 99.13(c)(1)
FOR
IMMEDIATE RELEASE
For
More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
Aberdeen Standard Global Infrastructure
Income Fund (“ASGI”)
Aberdeen Asia-Pacific Income Fund, Inc. (“FAX”)
(Philadelphia, May 31, 2022) -The above-noted abrdn
U.S. Closed-End Funds (the “Funds” or individually the “Fund”), today announced that the Funds paid the distributions
noted in the table below on May 31, 2022, on a per share basis to all shareholders of record as of May 20, 2022 (ex-dividend date May
19, 2022).
| Ticker |
Exchange |
Fund |
Amount |
| ASGI |
NYSE |
Aberdeen Standard Global Infrastructure Income Fund |
$ 0.1200 |
| FAX |
NYSE American |
Aberdeen Asia-Pacific Income Fund, Inc. |
$ 0.0275 |
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.
Each Fund’s 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 |
$0.1200 |
$0.0144 |
12% |
$0.0060 |
5% |
$0.0996 |
83% |
- |
- |
| FAX |
$0.0275 |
$0.0160 |
58% |
- |
- |
- |
- |
$0.0115 |
42% |
| 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 |
$0.8898 |
$0.1068 |
12% |
$0.0445 |
5% |
$0.7385 |
83% |
- |
- |
| FAX |
$0.1925 |
$0.1117 |
58% |
- |
- |
- |
- |
$0.0808 |
42% |
* ASGI has a 9/30 fiscal year end; FAX has a 10/31 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 of 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 table provides 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
04/30/2022¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return
on NAV¹ |
Cumulative
Distribution
Rate on NAV² |
| ASGI |
12.02%3 |
6.23% |
2.65% |
3.50% |
| FAX |
0.54% |
9.02% |
(12.54%) |
4.51% |
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, 2022.
3 The Fund
launched within the past 5 years; the performance and distribution rate information presented reflects data from inception (July 29,
2020) through April 30, 2022.
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.
In the United States, abrdn is the marketing name for the
following affiliated, registered investment advisers: abrdn Inc., Aberdeen Asset Managers Ltd., abrdn Australia Limited, abrdn Asia Limited,
Aberdeen Capital Management, LLC, abrdn ETFs Advisors LLC and Aberdeen Standard Alternative Funds 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.
If you wish to receive this information electronically, please contact Investor.Relations@abrdn.com
https://www.abrdn.com/en-us/cefinvestorcenter/fund-centre/closed-end-funds
###
Exhibit 99.13(c)(2)
FOR IMMEDIATE
RELEASE
For More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
abrdn Global Infrastructure Income Fund (“ASGI”)
abrdn Asia-Pacific Income Fund, Inc. (“FAX”)
abrdn Australia Equity Fund, Inc. (“IAF”)
The India Fund, Inc. (“IFN”)
abrdn Japan Equity Fund, Inc. (“JEQ”)
(Philadelphia, June 30, 2022) -The above-noted abrdn U.S. Closed-End
Funds (the “Funds” or individually the “Fund”), today announced that the Funds paid the distributions noted
in the table below on June 30, 2022, on a per share basis to all shareholders of record as of June 22, 2022 (ex-dividend date June 21,
2022). These dates apply to the Funds listed below with the exception of the abrdn Australia Equity Fund, Inc. (IAF), the India Fund,
Inc. (IFN) and the abrdn Japan Equity Fund, Inc. (JEQ) which paid the distribution on June 30, 2022 to all shareholders of record as
of May 20, 2022 (ex-dividend date May 19, 2022).
| Ticker |
Exchange |
Fund |
Amount |
| ASGI |
NYSE |
abrdn Global Infrastructure Income Fund |
$ 0.1200 |
| FAX |
NYSE American |
abrdn Asia-Pacific Income Fund, Inc. |
$ 0.0275 |
| IAF |
NYSE American |
abrdn Australia Equity Fund, Inc. |
$ 0.1500 |
| IFN |
NYSE |
The India Fund, Inc. |
$ 0.5300 |
| JEQ |
NYSE |
abrdn Japan Equity Fund, Inc. |
$ 0.1200 |
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 Australia Equity Fund, Inc. (IAF), the India Fund, Inc.
(IFN) and the abrdn Japan Equity Fund, Inc. (JEQ) 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 21, 2022. The reinvestment
prices per share for these distributions were as follows: $ 4.6695 for the abrdn Australia Equity Fund, Inc. (IAF); $ 16.18 for the India
Fund, Inc. (IFN) and $ 5.63 for the abrdn Japan Equity Fund, Inc. (JEQ). 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 Australia Equity Fund, Inc. (IAF), the
India Fund, Inc. (IFN) and the abrdn Japan Equity Fund, Inc. (JEQ) quarterly distributions payable in June 2022 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
17, 2022; 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 17, 2022.
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.
Each Fund’s 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 |
$0.1200 |
$0.0144 |
12% |
$0.0060 |
5% |
$0.0996 |
83% |
- |
- |
| FAX |
$0.0275 |
$0.0155 |
56% |
- |
- |
- |
- |
$0.0120 |
44% |
| IAF |
$0.1500 |
$0.0495 |
33% |
- |
- |
$0.0855 |
57% |
$0.0150 |
10% |
| IFN |
$0.5300 |
- |
- |
- |
- |
$0.5300 |
100% |
- |
- |
| JEQ |
$0.1200 |
$0.0144 |
12% |
- |
- |
$0.0996 |
83% |
$0.0060 |
5% |
| 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 |
$1.0098 |
$0.1212 |
12% |
$0.0505 |
5% |
$0.8381 |
83% |
- |
- |
| FAX |
$0.2200 |
$0.1233 |
56% |
- |
- |
- |
- |
$0.0967 |
44% |
| IAF |
$0.4600 |
$0.1518 |
33% |
- |
- |
$0.2622 |
57% |
$0.0460 |
10% |
| IFN |
$1.1100 |
- |
- |
- |
- |
$1.1100 |
100% |
- |
- |
| JEQ |
$1.2505 |
$0.1501 |
12% |
|
|
$1.0379 |
83% |
$0.0625 |
5% |
* ASGI has a 9/30 fiscal year end; FAX, IAF and JEQ have 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 of 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 23, 2022, after giving effect to this payment, JEQ estimates
it has a net deficit of $1,392,900.00. 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 table provides 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
05/31/2022¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return
on NAV¹ |
Cumulative
Distribution
Rate on NAV² |
| ASGI² |
13.24%3 |
6.08% |
5.73% |
3.95% |
| FAX² |
0.20% |
9.19% |
(13.44%) |
5.36% |
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, 2022.
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, 2022.
| Fund Performance and Distribution Rate Information |
| Fund |
Average
Annual Total
Return on
NAV for the 5
Year Period
Ending
04/30/2022 ¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return
on NAV ¹ |
Cumulative
Distribution
Rate on NAV ² |
| IAF 2 |
8.32% |
10.78% |
(7.22%) |
5.48% |
| IFN 2 |
7.06% |
11.42% |
(10.88%) |
2.85% |
| JEQ 2 |
1.85% |
6.38%3 |
(24.63%) |
16.04% |
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, 2022.
3 The percentage shown does not include the Fund’s
annual distribution policy in place in 2021.
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.
In the United States, abrdn is the marketing name for the following
affiliated, registered investment advisers: abrdn Inc., Aberdeen Asset Managers Ltd., abrdn Australia Limited, abrdn Asia Limited, Aberdeen
Capital Management, LLC, abrdn ETFs Advisors LLC and Aberdeen Standard Alternative Funds 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.
If you wish to receive
this information electronically, please contact Investor.Relations@abrdn.com
https://www.abrdn.com/en-us/cefinvestorcenter/fund-centre/closed-end-funds
###
Exhibit 99.13(c)(3)
FOR
IMMEDIATE RELEASE
For
More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
abrdn Global Infrastructure
Income Fund (“ASGI”)
abrdn Asia-Pacific Income Fund, Inc. (“FAX”)
(Philadelphia, July 29, 2022) -The above-noted abrdn
U.S. Closed-End Funds (the “Funds” or individually the “Fund”), today announced that the Funds paid
the distributions noted in the table below on July 29, 2022, on a per share basis to all shareholders of record as of July 22, 2022 (ex-dividend
date July 21, 2022).
| Ticker |
Exchange |
Fund |
Amount |
| ASGI |
NYSE |
abrdn Global Infrastructure Income Fund |
$ 0.1200 |
| FAX |
NYSE American |
abrdn Asia-Pacific Income Fund, Inc. |
$ 0.0275 |
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.
Each Fund’s 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 |
$0.1200 |
$0.0156 |
13% |
$0.0072 |
6% |
$0.0972 |
81% |
- |
- |
| FAX |
$0.0275 |
$0.0158 |
57% |
- |
- |
- |
- |
$0.0117 |
43% |
| 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 |
$1.1298 |
$0.1469 |
13% |
$0.0678 |
6% |
$0.9151 |
81% |
- |
- |
| FAX |
$0.2475 |
$0.1412 |
57% |
- |
- |
- |
- |
$0.1063 |
43% |
* ASGI has a 9/30 fiscal year end; FAX has a 10/31 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 of 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 table provides 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
06/30/2022¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return on
NAV¹ |
Cumulative
Distribution
Rate on NAV² |
| ASGI² |
8.24%3 |
6.61% |
-2.07% |
4.87% |
| FAX² |
-1.15% |
9.79% |
-17.95% |
6.53% |
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, 2022.
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, 2022.
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.
In the United States, abrdn is the marketing name for the
following affiliated, registered investment advisers: abrdn Inc., Aberdeen Asset Managers Ltd., abrdn Australia Limited, abrdn Asia Limited,
Aberdeen Capital Management, LLC, abrdn ETFs Advisors LLC and Aberdeen Standard Alternative Funds 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.
If you wish to receive this information electronically, please contact Investor.Relations@abrdn.com
https://www.abrdn.com/en-us/cefinvestorcenter/fund-centre/closed-end-funds
###
Exhibit 99.13(c)(4)
FOR
IMMEDIATE RELEASE
For
More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN
U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
abrdn Global Infrastructure
Income Fund (“ASGI”)
abrdn Asia-Pacific Income Fund, Inc. (“FAX”)
(Philadelphia, August 31, 2022) -The above-noted abrdn
U.S. Closed-End Funds (the “Funds” or individually the “Fund”), today announced that the Funds paid
the distributions noted in the table below on August 31, 2022, on a per share basis to all shareholders of record as of August 24, 2022
(ex-dividend date August 23, 2022).
| Ticker |
Exchange |
Fund |
Amount |
| ASGI |
NYSE |
abrdn Global Infrastructure Income Fund |
$ 0.1200 |
| FAX |
NYSE American |
abrdn Asia-Pacific Income Fund, Inc. |
$ 0.0275 |
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.
Each Fund’s 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 |
$0.1200 |
$0.0156 |
13% |
$0.0060 |
5% |
$0.0984 |
82% |
- |
- |
| FAX |
$0.0275 |
$0.0152 |
55% |
- |
- |
- |
- |
$0.0123 |
45% |
| 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 |
$1.2498 |
$0.1625 |
13% |
$0.0625 |
5% |
$1.0248 |
82% |
- |
- |
| FAX |
$0.2750 |
$0.1513 |
55% |
- |
- |
- |
- |
$0.1237 |
45% |
* ASGI has a 9/30 fiscal year end; FAX has a 10/31 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 of 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 table provides 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
07/31/2022¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return on
NAV¹ |
Cumulative
Distribution
Rate on NAV² |
| ASGI² |
10.61%3 |
6.33% |
2.98% |
5.22% |
| FAX² |
-1.53% |
9.85% |
-17.65% |
7.39% |
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, 2022.
3 The Fund
launched within the past 5 years; the performance and distribution rate information presented reflects data from inception (July 29,
2020) through July 31, 2022.
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.
In the United States, abrdn is the marketing name for the
following affiliated, registered investment advisers: abrdn Inc., Aberdeen Asset Managers Ltd., abrdn Australia Limited, abrdn Asia Limited,
Aberdeen Capital Management, LLC, abrdn ETFs Advisors LLC and Aberdeen Standard Alternative Funds 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.
If you wish to receive this information electronically, please contact Investor.Relations@abrdn.com
https://www.abrdn.com/en-us/cefinvestorcenter/fund-centre/closed-end-funds
###
Exhibit 99.13(c)(5)
FOR
IMMEDIATE RELEASE
For
More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN U.S. CLOSED-END
FUNDS
ANNOUNCE CORRECTED
DISTRIBUTION PAYMENT DETAILS
abrdn Global
Infrastructure Income Fund (“ASGI”)
abrdn Asia-Pacific
Income Fund, Inc. (“FAX”)
abrdn Australia
Equity Fund, Inc. (“IAF”)
The
India Fund, Inc. (“IFN”)
abrdn
Japan Equity Fund, Inc. (“JEQ”)
(Philadelphia,
October 3, 2022) – This notice re-states the notice issued by the above-noted abrdn U.S. Closed-End Funds (the “Funds”
or individually the “Fund”) on September 30, 2022 in order to correct the re-investment prices per share for each of
IAF, IFN and JEQ. The Funds announce that they have paid the distributions noted in the table below on September 30, 2022,
on a per share basis to all shareholders of record as of September 23, 2022 (ex-dividend date September 22, 2022). These dates
apply to the Funds listed below with the exception of the abrdn Australia Equity Fund, Inc. (IAF), the India Fund, Inc. (IFN)
and the abrdn Japan Equity Fund, Inc. (JEQ) which paid the distribution on September 30, 2022 to all shareholders of record
as of August 24, 2022 (ex-dividend date August 23, 2022).
| Ticker |
Exchange |
Fund |
Amount |
| ASGI |
NYSE |
abrdn
Global Infrastructure Income Fund |
$
0.1200 |
| FAX |
NYSE
American |
abrdn
Asia-Pacific Income Fund, Inc. |
$
0.0275 |
| IAF |
NYSE
American |
abrdn
Australia Equity Fund, Inc. |
$
0.1300 |
| IFN |
NYSE |
The
India Fund, Inc. |
$
0.4600 |
| JEQ |
NYSE |
abrdn
Japan Equity Fund, Inc. |
$
0.1100 |
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 Australia Equity Fund, Inc. (IAF), the India Fund, Inc. (IFN) and the abrdn Japan Equity Fund, Inc. (JEQ) 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 21, 2022. The reinvestment prices per share
for these distributions were as follows: $4.26 for the abrdn Australia Equity Fund, Inc. (IAF); $17.31 for the India Fund, Inc.
(IFN) and $5.23 for the abrdn Japan Equity Fund, Inc. (JEQ). 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 Australia Equity Fund, Inc. (IAF), the India Fund, Inc. (IFN) and the abrdn Japan Equity Fund, Inc.
(JEQ) quarterly distributions payable in September 2022 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, 2022; 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, 2022.
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.
Each Fund’s 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 |
$0.1200 |
$0.0132 |
11% |
- |
- |
$0.1068 |
89% |
- |
- |
| FAX |
$0.0275 |
$0.0149 |
54% |
- |
- |
- |
- |
$0.0126 |
46% |
| IAF |
$0.1300 |
$0.0494 |
38% |
- |
- |
$0.0728 |
56% |
$0.0078 |
6% |
| IFN |
$0.4600 |
- |
- |
- |
- |
$0.4600 |
100% |
- |
- |
| JEQ |
$0.1100 |
$0.0154 |
14% |
|
|
$0.0737 |
67% |
$0.0209 |
19% |
| 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 |
$1.3698 |
$0.1507 |
11% |
- |
- |
$1.2191 |
89% |
- |
- |
| FAX |
$0.3025 |
$0.1634 |
54% |
- |
- |
- |
- |
$0.1391 |
46% |
| IAF |
$0.5900 |
$0.2242 |
38% |
- |
- |
$0.3304 |
56% |
$0.0354 |
6% |
| IFN |
$1.5700 |
- |
- |
- |
- |
$1.5700 |
100% |
- |
- |
| JEQ |
$1.3605 |
$0.1905 |
14% |
|
|
$0.9115 |
67% |
$0.2585 |
19% |
* ASGI has a 9/30 fiscal year
end; FAX, IAF and JEQ have 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
of 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 September 26,
2022, after giving effect to this payment, JEQ estimates it has a net deficit of $15,703,000. 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.
As of September 26,
2022, after giving effect to this payment, IAF estimates it has a net deficit of $1,758,000. 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 table provides 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
08/31/2022¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return
on NAV¹ |
Cumulative
Distribution
Rate on NAV² |
| ASGI² |
8.68%3 |
6.55% |
0.11% |
5.98% |
| FAX² |
-1.80% |
10.03% |
-18.34% |
8.36% |
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, 2022.
3
The Fund launched within the past 5 years; the performance and distribution rate information presented reflects data from
inception (July 29, 2020) through August 31, 2022.
| Fund Performance and Distribution Rate Information |
| Fund |
Average
Annual Total
Return on NAV
for the 5 Year
Period Ending
07/31/2022 ¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return
on NAV ¹ |
Cumulative
Distribution
Rate on NAV ² |
| IAF
2 |
6.46% |
11.69% |
-11.86% |
8.81% |
| IFN
2 |
4.95% |
11.26% |
-12.67% |
5.76% |
| JEQ
2 |
0.70% |
7.37%3 |
-24.44% |
18.07% |
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 July 31, 2022.
3 The percentage
shown does not include the Fund’s annual distribution policy in place in 2021.
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.
In the United States, abrdn is the marketing name for the
following affiliated, registered investment advisers: abrdn Inc., Aberdeen Asset Managers Ltd., abrdn Australia Limited, abrdn Asia Limited,
Aberdeen Capital Management, LLC, abrdn ETFs Advisors LLC and Aberdeen Standard Alternative Funds 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.
| If you wish to receive this information electronically, please
contact Investor.Relations@abrdn.com |
https://www.abrdn.com/en-us/cefinvestorcenter
###
Exhibit 99.13(c)(6)
FOR
IMMEDIATE RELEASE
For
More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN U.S. CLOSED-END FUNDS
ANNOUNCE
DISTRIBUTION PAYMENT DETAILS
abrdn Global Infrastructure Income
Fund (“ASGI”)
abrdn Asia-Pacific Income Fund, Inc. (“FAX”)
(Philadelphia, October 31, 2022) -The above-noted
abrdn U.S. Closed-End Funds (the “Funds” or individually the “Fund”), today announced that the Funds paid
the distributions noted in the table below on October 31, 2022, on a per share basis to all shareholders of record as of October 24,
2022 (ex-dividend date October 21, 2022).
| Ticker |
Exchange |
Fund |
Amount |
| ASGI |
NYSE |
abrdn Global Infrastructure Income Fund |
$ 0.1200 |
| FAX |
NYSE American |
abrdn Asia-Pacific Income Fund, Inc. |
$ 0.0275 |
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.
Each Fund’s 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 |
$0.1200 |
- |
- |
- |
- |
- |
- |
$0.1200 |
100% |
| FAX |
$0.0275 |
$0.0146 |
53% |
- |
- |
- |
- |
$0.0129 |
47% |
| 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 |
$0.1200 |
- |
- |
- |
- |
- |
- |
$0.1200 |
100% |
| FAX |
$0.3300 |
$0.1749 |
53% |
- |
- |
- |
- |
$0.1551 |
47% |
* ASGI has a 9/30 fiscal year
end; FAX has a 10/31 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 of 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 table provides 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
09/30/2022¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return
on NAV¹ |
Cumulative
Distribution
Rate on NAV² |
| ASGI |
3.44%3 |
7.30% |
-9.47% |
7.30% |
| FAX |
-3.14% |
10.96% |
-24.50% |
10.05% |
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, 2022.
3
The Fund launched within the past 5 years; the performance and distribution rate information presented reflects data from
inception (July 29, 2020) through September 30, 2022.
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.
In the United States, abrdn is the marketing name for the
following affiliated, registered investment advisers: abrdn Inc., Aberdeen Asset Managers Ltd., abrdn Australia Limited, abrdn Asia Limited,
Aberdeen Capital Management, LLC, abrdn ETFs Advisors LLC and Aberdeen Standard Alternative Funds 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.
| If you wish to receive this information electronically, please
contact Investor.Relations@abrdn.com |
https://www.abrdn.com/en-us/cefinvestorcenter
###
Exhibit 99.13(c)(7)
FOR IMMEDIATE
RELEASE
For More Information Contact:
abrdn U.S. Closed-End Funds
Investor Relations
1-800-522-5465
Investor.Relations@abrdn.com
ABRDN U.S. CLOSED-END FUNDS
ANNOUNCE DISTRIBUTION PAYMENT DETAILS
abrdn Global Infrastructure Income Fund (“ASGI”)
abrdn Asia-Pacific Income Fund, Inc. (“FAX”)
(Philadelphia, November 30, 2022) -The above-noted abrdn
U.S. Closed-End Funds (the “Funds” or individually the “Fund”), today announced that the Funds paid
the distributions noted in the table below on November 30, 2022, on a per share basis to all shareholders of record as of November 22,
2022 (ex-dividend date November 21, 2022).
| Ticker |
Exchange |
Fund |
Amount |
| ASGI |
NYSE |
abrdn Global Infrastructure Income Fund |
$ 0.1200 |
| FAX |
NYSE American |
abrdn Asia-Pacific Income Fund, Inc. |
$ 0.0275 |
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.
Each Fund’s 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 |
$0.1200 |
- |
- |
- |
- |
$0.1200 |
100% |
- |
- |
| FAX |
$0.0275 |
$0.0140 |
51% |
- |
- |
- |
- |
$0.0135 |
49% |
| 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 |
$0.2400 |
- |
- |
- |
- |
$0.2400 |
100% |
- |
- |
| FAX |
$0.0275 |
$0.0140 |
51% |
- |
- |
- |
- |
$0.0135 |
49% |
* ASGI has a 9/30 fiscal year end; FAX has a 10/31 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 of 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 table provides 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
10/31/2022¹ |
Current Fiscal
Period’s
Annualized
Distribution
Rate on NAV |
Cumulative
Total Return
on NAV¹ |
Cumulative
Distribution
Rate on NAV² |
| ASGI |
5.81%3 |
7.32% |
5.54% |
0.61% |
| FAX |
-3.91% |
11.58% |
-27.75% |
11.58% |
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, 2022.
3 The Fund launched within the past 5 years; the performance
and distribution rate information presented reflects data from inception (July 29, 2020) through October 31, 2022.
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.
In the United States, abrdn is the marketing name for the following
affiliated, registered investment advisers: abrdn Inc., Aberdeen Asset Managers Ltd., abrdn Australia Limited, abrdn Asia Limited, Aberdeen
Capital Management, LLC, abrdn ETFs Advisors LLC and Aberdeen Standard Alternative Funds 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.
If you wish to receive
this information electronically, please contact Investor.Relations@abrdn.com
https://www.abrdn.com/en-us/cefinvestorcenter
###
Exhibit 99.13(d)
PROXY VOTING POLICY
Rules adopted by the
Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”)
require the Funds to disclose publicly its proxy voting policies and procedures, as well as its actual proxy votes. The SEC rules also
permit the Funds to delegate its proxy voting responsibilities to the Funds’ Investment Manager, Investment Adviser, and Sub-advisers
(collectively “the Advisers”). In connection with this ability to delegate proxy voting responsibilities, the SEC has adopted
rules under the Investment Advisers Act of 1940, as amended, that require the Advisers to adopt and implement written proxy voting
policies and procedures that are reasonably designed to ensure that it votes proxies on behalf of its clients, when given such authority,
in the best interests of those clients.
Consistent with the SEC’s
requirements, the Funds have delegated responsibility for voting its proxy to the Funds’ Investment Manager, Investment Adviser
and Sub-advisers. The Advisers have adopted proxy voting policies and procedures to ensure the proper, and timely, voting of the proxies
on behalf of the Funds. Moreover, the Advisers will assist the Funds in the preparation of each Fund’s complete proxy voting record
on Form N-PX for the twelve-month period ended June 30, by no later than August 31 of each year.
Each Fund shall ensure that
its investment manager, investment adviser and sub-advisers are compliant with applicable rules and regulations. These rules and
regulations require, in part, that each Fund disclose how it votes each proxy. The rules and regulations also require that the Advisers
disclose that they have (1) adopted and implemented proxy voting policies; and (2) adopted procedures regarding how each portfolio
security is voted in relation to each Fund. The Adviser must disclose that the procedures are the following:
| 2. | are reasonably designed to ensure that the adviser votes proxies in the best interest of the adviser’s
clients; |
| 3. | describe the adviser’s proxy voting procedures to the adviser’s clients and provides copies
of the adviser’s proxy voting procedures on request; |
| 4. | set forth the process by which the adviser evaluates the issues presented by a proxy and records the adviser’s
decision about how the proxy will be voted; |
| 5. | establish procedures for the identification and handling of proxies that involve material conflicts of
interest with the adviser’s clients; and |
| 6. | disclose to the adviser’s clients how the clients may obtain information on how the adviser voted
the clients’ proxies. |
The Funds also shall disclose
to shareholders the policies and procedures that are used to determine how to vote proxies. The Funds include in the Funds’ statement
of additional information appropriate summary disclosure regarding the proxy voting policies and procedures of the Funds’ adviser
and sub-advisers, and any third party retained by the Funds’ investment adviser or sub-adviser to determine how to vote proxies.
In addition, as required by the financial statements’ requirements of Form N-1A and N-2, the Funds’ financial statements
must include a statement that a
description of the policies
and procedures that the Funds use to vote proxies relating to portfolio securities is available, without charge: (i) upon request,
by calling a specified toll-free (or collect) telephone number; or (ii) on the Funds’ website; and (iii) on the SEC website
at www.sec.gov.
The Funds also shall file
with the SEC, on an annual basis, the complete proxy voting record of each Fund on Form N-PX for the twelve-month period ending June 30th,
by no later than August 31st of each year, which Report on Form N-PX shall be executed by the principal executive
officer of the each Fund. Each Fund’s proxy voting record on the Form N-PX Report shall be made available by each Fund, without
charge, upon request, by calling specified toll-free (or collect) telephone number (but is not available on the Funds’ website).
If a Fund receives a telephonic request for a proxy voting record, the Fund shall send the requested information disclosed in the Fund’s
most-recently filed Report on Form N-PX within three (3) business days of the receipt of the request for this information, by
first-class mail or other means designed to ensure equally prompt delivery.
Sub-advisers to the Funds
must have procedures and internal controls to ensure compliance with proxy voting regulations. Specifically, the sub-advisers must have
procedures for the reporting of proxy voting, and communicating changes in proxy voting policies to the Funds. Prior to Board approval
of new advisers, the Chief Compliance Officer (“CCO”) reviews the proxy voting policies and procedures of the sub-adviser.
The CCO ensures that any inadequate procedures or controls of a sub-adviser are reported to the Board and must be corrected in a timely
manner.
Exhibit 99.13(e)
U.S. Registered
Advisers (the “abrdn Advisers”)
Proxy Voting
Guidelines
Effective as of
October 26, 2022
Rule 206(4)-6
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) requires the abrdn 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 abrdn Advisers to: (i) adopt and implement written policies and procedures that are reasonably designed to ensure that the abrdn
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 abrdn Advisers voted proxies. In addition, Rule 204-2 requires the abrdn Advisers to keep records of proxy voting and client
requests for information.
As registered investment
advisers, the abrdn 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 abrdn 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 abrdn 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, abrdn 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,
abrdn 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 abrdn invests in other funds managed by abrdn.
For cases involving
potential conflicts of interest, abrdn Advisers have implemented procedures to ensure the appropriate handling of proxy voting decisions.
The guiding principle of abrdn 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
abrdn’s assessment and approach, but remain conscious always 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 decisions
which will be made publicly available in our voting disclosures.
In order to make
proxy voting decisions, an abrdn analyst will assess 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 final voting decision instructed through ISS 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 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 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 abrdn 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 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 abrdn 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. abrdn’s Global ESG
Principles & Voting Policies are published on our website.
To the extent that
an abrdn Adviser may rely on sub-advisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis,
the abrdn 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 abrdn Advisers ’ clients. Clients that have not granted abrdn
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 abrdn Adviser’s Form ADV, a client may obtain information on how its proxies were voted by requesting
such information from its abrdn Adviser. Unless specifically requested by a client in writing, and other than as required for the Funds,
the abrdn 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, abrdn will vote the Plan assets in accordance with abrdn’s Proxy
Voting Policy and in line with DOL guidance.
Contents
| Introduction |
3 |
|
Dividends |
14 |
 |
| Our expectations |
3 |
|
Share Capital |
14 |
| Our approach to stewardship |
3 |
|
Share Issuance |
15 |
| Engagement |
4 |
|
Buyback |
15 |
| Proxy Voting |
5 |
|
Related Party Transactions |
15 |
| Voting Process |
5 |
|
Article / Bylaw amendments |
15 |
| Governance |
6 |
|
Anti-Takeover Defences |
15 |
| Strategy |
7 |
|
Voting Rights |
16 |
| Board of Directors |
7 |
|
General Meetings |
16 |
| Board Composition |
7 |
|
Sustainability |
17 |
| Leadership |
7 |
|
The Environment |
18 |
| Independence |
8 |
|
Labour and employment |
19 |
| Succession Planning &
Refreshment |
8 |
|
Human rights |
19 |
| Diversity |
8 |
|
Business ethics |
20 |
| Directors' Time Commitment |
9 |
|
Environmental &
Social Resolutions |
21 |
| Board Committees |
9 |
|
Management Proposals |
22 |
| Director Accountability |
10 |
|
Shareholder Proposals |
22 |
| Reporting |
11 |
|
Climate Change |
23 |
| Political Donations &
Lobbying |
11 |
|
Diversity & Inclusion |
23 |
| Risk & Audit |
12 |
|
Hum an Rights |
24 |
| Remuneration |
12 |
|
Corporate Lobbying &
Political Contributions |
24 |
| Investor Rights |
14 |
|
Nuclear Energy |
24 |
| Corporate Transactions |
14 |
|
|
|
| Listed Company ESG Principles & Voting Policies | 2 |
 |
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 individua l 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 percept ion 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.
|
| Listed Company ESG Principles & Voting Policies | 3 |
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.
Seek
to exercise shareholder rights on behalf of our clients and engage with companies on their behalf in a manner consistent with the 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. Our fund managers and analysts regularly meet with the management and non-executive
directors of the majority of the companies in which we actively invest.
Our
approach to stewardship is set out more fully in our Stewardship Report.
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. |
Further
detail on our engagement activities can be found in our Stewardship Report.
| Listed Company ESG Principles & Voting Policies | 4 |
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 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.
| Listed Company ESG Principles & Voting Policies | 5 |
| Listed Company ESG Principles & Voting Policies | 6 |
| Governance |
 |
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. |
| Listed Company ESG Principles & Voting Policies | 7 |
Governance
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 with in 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 majorit y 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 sustain ability 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 tar gets 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 in to focus as we encourage boards to progress in ensuring that their composition reflects their
employee and customer bases.
| Listed Company ESG Principles & Voting Policies | 8 |
| Governance |
 |
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
25% 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. |
| Listed Company ESG Principles & Voting Policies | 9 |
Governance
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 representative s. |
| |
• |
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. |
| Listed Company ESG Principles & Voting Policies | 10 |
Governance
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.
| Listed Company ESG Principles & Voting Policies | 11 |
Governance
|
 |
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.
| Listed Company ESG Principles & Voting Policies | 12 |
Governance
|
 |
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.
| Listed Company ESG Principles & Voting Policies | 13 |
Governance
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
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 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.
| Listed Company ESG Principles & Voting Policies | 14 |
Governance
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-rota 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.
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.
| |
• |
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. |
| Listed Company ESG Principles & Voting Policies | 15 |
Governance
|
 |
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 capita l 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 view s 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.
| Listed Company ESG Principles & Voting Policies | 16 |
| Listed Company ESG Principles & Voting Policies | 17 |
Sustainability
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 Com pact'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 the ir 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.
CD
See
also our full position statement on The Environment.
| Listed Company ESG Principles & Voting Policies | 18 |
Sustainability
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.
See
also our full position statement on Labour and Employment.
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.
See
also our full position statement and investment approach document on Human Rights.
|
 |
| Listed Company ESG Principles & Voting Policies | 19 |
Sustainability
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. |
| | |
| · | Tax transparency. |
| | |
| · | 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.
See
also our full position statement
on Business Ethics
and Governance.
| Listed Company ESG Principles & Voting Policies | 20 |
| Listed Company ESG Principles & Voting Policies | 21 |
Environmental
& Social
Resolutions
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.
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.
| Listed Company ESG Principles & Voting Policies | 22 |
Environmental
& Social
Resolutions
Climate Change
We are
members of the Net Zero Asset
Manager Initiative 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 resolution s
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 Taskforce for Climate-Related
Financial Disclosure 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
& 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 KPls
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.
| Listed Company ESG Principles & Voting Policies | 23 |
Environmental
& Social
Resolutions
In
the US market we support public disclosure of EE0-1forms
by companies. The EE0-1form 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 UNG Ps' 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.
| Listed Company ESG Principles & Voting Policies | 24 |
Important Information
Investment
involves risk. The value of investments, and the income from them, can go down as well as up and an investor
may get back less than the amount invested. We
recommend that you seek
financial advice prior to making an investment decision.
The details
contained here are for information purposes
only and should not
be considered as an offer, investment
recommendation, or solicitation
to deal in any investments or funds and
does not constitute investment research, investment
recommendation or investment advice in
any jurisdiction.
Any opinion or estimate
contained in this report are
made on a general basis. No inform
at ion contained herein constitutes investment, tax, legal or
any other ad vice, or an invitation
to apply for securities in
any jurisdiction
where such an offer or invitation is unlawful, or in which
the person making such an
offer is not qualified to do
so.
This
is not a complete list or
explanation of the risks involved
and investors should read
the relevant offering documents and consult with
their own advisors
investing prior
to making an investment
decision.
This content is available
in the following countries/regions and issued by the respective abrdn group members detailed below.
abrdn group comprises abrdn pie and its subsidiaries:
(entities
as at 3 October 2022)
United Kingdom (UK)
abrdn Investment
Management Limited registered
in Scotland (SC 1
23321) at 1 George Street,
Edinburgh EH2 2LL. Authorised
and regulated in the UK by
the Financial
Conduct Authority.
Europe1,
Middle East and Africa
1
In EU/EEA for
Professional Investors, in
Switzerland
for Qualified Investors
- not authorised
for distribution to retail investors in
these regions.
Belgium, Cyprus,
Denmark, Finland, France, Gibraltar, Greece, Iceland, Ireland, Italy, Luxembourg, Netherlands, Norway,
Portugal, Spain, and Sweden : Produced
by abrdn Investment
Management Limited
which is registered
in Scotland (SC
1 23321) at 1 George
Street, Edinburgh EH2 2LL
and authorised
and regulated by the Financial Conduct Authority in
the UK. Unless otherwise indicated,
this content refers only
to the market views, analysis
and investment capabilities
of the foregoing
entity as at the date of publication.
Issued by abrdn Investments
Ireland Limited. Registered in
Republic of Ireland
(Company No.621721) at 2-4
Merrion Row, Dublin D02 WP23. Regulated by the Central
Bank of Ireland. Austria,
Germany : abrdn Investment
Management Limited
registered in Scotland
(SC 1 23321) at
1 George Street, Edin burgh
EH2 2LL. Authorised and regulated
by the Financial Conduct
Authority in the UK. Switzerland:
abrdn Investments Switzerland
AG. Registered in Switzerland
(CHE- 11 4.943.983) at Schweiz
ergasse 14, 8001
Zurich. Abu Dhabi Global Market ("ADGM"): Aberdeen
Asset Middle East Limited,
6th floor, Al Khatem
Tower, Abu Dhabi Global Market
Square, Al Maryah
Island,
P.O. Box 764 605, Abu
Dhabi, United Arab
Emirates. Regulated by
the ADGM Financial
Services Regulatory Authority.
For Professional
Clients and Market Counterparties
only. South
Africa: Aberdeen Asset Managers Limited
("AAML"). Registered
in Scotland (SC10 8 419)
at 10 Queen's Terrace,
Aberdeen, AB10 1 XL AAM
L is not a registered
Financial Service
Provider and is
exempt from the Financial
Advisory And Intermediary
Services Act, 2002. AAML
operates in South Africa
under an exemption granted by the
Financial
Sector Conduct Authority
(FSC A FAIS
Notice 3 of 2022) and can render
financial services
to the classes of clients specified therein.
Asia-Pacific
Australia
and New Zealand : abrdn Australia
Limited ABN 59 002 1
23 364, AFSL
No. 240263. In New
Zealand to wholesale investors
only as defined in the Financial
Markets Conduct Act 2013 (New Zealand).
Hong Kong: abrdn Hong Kong Limited. This document has not been
reviewed by the Securities
and Futures Commission.
Malaysia: abrdn Malaysia Sdn
Bhd, Company Number:
200501013266 (690313- D).
This document has not
been reviewed by the
Securities Commission
of Malaysia. Thailand: Aberdeen
Asset Management (Thai land)
Limited. Singapore:
abrdn Asia Limited,
Registration Number 199105448
E.
| Listed Company ESG Principles & Voting Policies | 25 |
Americas
Brazil:
abrdn Brasil lnvestimentos
Ltda. is an entity duly registered with
the Comissao de Valores
Mobili6rios (CVM) as an
investment manager. Canada:
abrdn is the
registered marketing
name in Canada for the following
entities: abrdn Canada
Limited, Aberdeen Standard Investments
Luxembourg S.A., abrdn Private
Equity (Europe) Limited,
abrdn Capital Partners LLP,
abrdn Investment Management
Limited, Aberdeen Standard Alternative
Funds Limited,
and Aberdeen Capital
Management LLC. abrdn Canada Limited is registered as a
Portfolio Manager and Exempt
Market Dealer in all provinces
and territories of Canada
as well as
an Investment Fund
Manager in the provinces
of Ontario, Quebec, and Newfoundland
and Labrador. United
States: abrdn is the marketing
name for the following affiliated,
registered investment
advisers: abrdn Inc., Aberdeen Asset
Managers Ltd., abrdn Australia
Limited, abrdn Asia Limited,
Aberdeen Capital Management
LLC, abrdn ETFs
Advisors LLC and Aberdeen Standard Alternative
Funds Limited.
For
more information visit abrdn.com
GB-271022-182762-3
| abrdn.com | |
STA0922826136-001 |
