UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-12
Aberdeen Global Premier Properties Fund
Aberdeen Global Dynamic Dividend Fund
Aberdeen Total Dynamic Dividend Fund
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
ABERDEEN GLOBAL PREMIER PROPERTIES FUND
ABERDEEN GLOBAL DYNAMIC DIVIDEND FUND
ABERDEEN TOTAL DYNAMIC DIVIDEND FUND
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on September 19, 2018
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of each of Aberdeen Global Premier Properties Fund, Aberdeen Global Dynamic Dividend Fund and Aberdeen Total Dynamic Dividend Fund (each, a “Fund,” and collectively, the “Funds”) (each meeting, an “Annual Meeting,” and collectively, the “Annual Meetings”) will be held at the offices of Aberdeen Asset Management Inc. located at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103, on the following dates and at the following times:
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Aberdeen Global Premier Properties Fund (NYSE: AWP) |
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September 19, 2018 |
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10:00 a.m. eastern time |
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Aberdeen Global Dynamic Dividend Fund (NYSE: AGD) |
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September 19, 2018 |
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10:30 a.m. eastern time |
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Aberdeen Total Dynamic Dividend Fund (NYSE: AOD) |
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September 19, 2018 |
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11:00 a.m. eastern time |
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The purpose of the Annual Meetings is to consider and act upon the following proposals (each a “Proposal”) for each Fund, as applicable, and to consider and act upon such other matters as may properly come before the Annual Meetings or any adjournments or postponements thereof:
AWP—To elect one Class I Trustee to serve for a three-year term.
AGD—To elect one Class I Trustee to serve for a three-year term.
AOD—To elect one Class I Trustee to serve for a three-year term.
Each Proposal is discussed in greater detail in the enclosed Joint Proxy Statement. You are entitled to notice of, and to vote at, the Annual Meeting of a Fund if you owned shares of such Fund at the close of business on July 20, 2018 (the “Record Date”). If you attend the Annual Meetings, you may vote your shares in person. Even if you expect to attend the Annual Meetings, please complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope or authorize your proxy by telephone or through the Internet (www.proxyonline.com).
We will admit to an Annual Meeting (1) all shareholders of record on the Record Date, (2) persons holding proof of beneficial ownership at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to an Annual Meeting must present photo identification. If you plan to attend an Annual Meeting, we ask that you call us in advance at 1-800-522-5465.
This notice and related proxy materials are first being mailed to shareholders on or about August 15, 2018.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meetings of Shareholders to Be Held on September 19, 2018: This Notice, the Joint Proxy Statement and the form of proxy cards are available on the Internet at http://www.aberdeen-asset.us/cef. On this website, you will be able to access the Notice, the Joint Proxy Statement, the form of proxy card(s) and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.
By order of the Boards of Trustees,
Megan Kennedy, Vice President and Secretary
Aberdeen Global Premier Properties Fund
Aberdeen Global Dynamic Dividend Fund
Aberdeen Total Dynamic Dividend Fund
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETINGS IN PERSON, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETINGS. ACCORDINGLY, YOU ARE REQUESTED TO PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) FOR THE ANNUAL MEETINGS PROMPTLY, OR TO AUTHORIZE THE PROXY VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR PROXY CARD(S) BE RETURNED PROMPTLY IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
August 15, 2018
Philadelphia, Pennsylvania
ABERDEEN GLOBAL PREMIER PROPERTIES FUND
ABERDEEN GLOBAL DYNAMIC DIVIDEND FUND
ABERDEEN TOTAL DYNAMIC DIVIDEND FUND
(each, a “Fund” and collectively, the “Funds”)
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
JOINT PROXY STATEMENT
For the Annual Meetings of Shareholders
each to be held on September 19, 2018
This Joint Proxy Statement is furnished in connection with the solicitation of proxies by each Fund’s Board of Trustees (each, a “Board,” and collectively, the “Boards,” with members of each Board being referred to as “Trustees”) to be voted at the Annual Meeting of Shareholders of each Fund (each, a “Meeting,” and collectively, the “Meetings”) to be held at the offices of Aberdeen Asset Management Inc. located at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103, on Thursday, September 19, 2018 and at any adjournments or postponements thereof. A Notice of Annual Meeting of Shareholders and a proxy card (the “Proxy”) accompany this Joint Proxy Statement. This Joint Proxy Statement is first being mailed to shareholders on or about August 15, 2018.
All properly executed proxies received prior to a Meeting will be voted at the Meeting, or at any adjournments thereof, in accordance with the instructions marked on the Proxy. Unless instructions to the contrary are marked on the Proxy, Proxies received will be voted “FOR” each Proposal (as defined below). The persons named as proxy holders on the Proxy will vote in their discretion on any other matters that may properly come before each Meeting or any adjournments or postponements thereof. Any Proxy may be revoked at any time prior to its exercise by submitting a properly executed, subsequently dated Proxy, giving written notice to Megan Kennedy, Secretary of the Fund(s), 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103, or by attending the Meeting and voting in person. Shareholders may authorize proxy voting by using the enclosed Proxy along with the enclosed envelope with pre-paid postage. Shareholders may also authorize proxy voting by telephone or through the internet by following the instructions contained on their Proxy. Shareholders do not have dissenter’s rights of appraisal in connection with any of the matters to be voted on by the shareholders at each Meeting.
The election of a Trustee to the Board requires the affirmative vote of a plurality of the shares entitled to vote for the election of any Trustee present in person or represented by proxy at the Meeting with a quorum present. For purposes of the election of Trustees, abstentions and broker non-votes will be counted as shares present for quorum purposes, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on the election of Mr. Sievwright as a Trustee. All properly executed proxies received prior to the Meeting will be voted, at the Meeting or at any adjournments or postponements thereof, in accordance with the instructions marked thereon. Proxies received prior to the Meeting on which no vote is indicated will be voted “FOR” the election of Mr. Sievwright as Trustee.
In order to transact business at the Meeting, a “quorum” must be present. Under the Fund’s Agreement and Declaration of Trust, a quorum is constituted by the presence in person or by proxy of shareholders representing a majority of the outstanding shares of the respective Fund on the
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record date entitled to vote on a matter. Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that they have not received instructions from the beneficial owners on an item for which the brokers or nominees do not have discretionary power to vote) will be treated as present for determining whether a quorum is present with respect to a particular matter at the Meeting. Abstentions and broker non-votes will not, however, be treated as votes cast at the Meeting. Abstentions and broker non-votes, therefore, will have no effect on proposals which require a plurality of votes cast for approval, but will have the same effect as a vote “against” on proposals requiring any percentage of the outstanding voting securities of the respective Fund for approval.
Brokers holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1 before the Meeting. Under the rules of the NYSE, such brokers may, for certain “routine” matters, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received from their customers and clients prior to the date specified in the brokers’ request for voting instructions. Proposal 1 is a “routine” matter and accordingly beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposal 1.
The chairman of the Meeting shall have the power to adjourn the Meeting without further notice other than announcement at the Meeting. Each Board of Trustees also has the power to postpone the Meeting to a later date and/or time in advance of the Meeting. Abstentions and broker non-votes will have the same effect at any adjourned or postponed meeting as noted above. Any business that might have been transacted at the Meeting may be transacted at any such adjourned or postponed session(s) at which a quorum is present.
Written notice of an adjournment of the Meeting, stating the place, date and hour thereof, shall be given to each shareholder entitled to vote thereat at least ten (10) days following the day on which public announcement of the date for such Meeting is first made, if the Meeting is advanced or delayed to a date more than thirty (30) days from the first anniversary of the date of the preceding year’s Meeting, or in the event that no Meeting was held in the preceding year.
We will admit to an Annual Meeting (1) all shareholders of record on July 20, 2018 (the “Record Date”), (2) persons holding proof of beneficial ownership at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies, and (4) such other persons that we, in our sole discretion, may elect to admit. To gain admittance, if you are a shareholder of record or a proxy holder of a shareholder of record, you must bring a form of personal identification to the Meeting, where your name will be verified against our shareholder list. If a broker or other nominee holds your shares and you plan to attend the Meeting, you should bring a recent brokerage statement showing your ownership of the shares, as well as a form of personal identification. If you are a beneficial owner and plan to vote at the Meeting, you should also bring a proxy card from your broker.
Each Board has fixed the close of business on July 20, 2018 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, each Meeting and at any adjournment or postponement thereof. Shareholders on the Record Date for each Fund will be entitled to one vote for each share held for their respective Meeting.
Each Fund has one class of shares of capital stock, par value $0.001 per share. Each share of a Fund is entitled to one vote at the Fund’s Annual Meeting, and fractional shares are entitled to a proportionate share of one vote. On the Record Date, the following number of shares of each Fund were issued and outstanding:
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AWP |
85,407,951 common shares |
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AGD |
12,549,581 common shares |
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AOD |
107,593,338 common shares |
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetings to Be Held on Thursday, September 19, 2018 at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103. The Proxy Materials and each Fund’s most recent annual report are available on the Internet at http://www.aberdeen-asset.us/cef. Each Fund will furnish, without charge, a copy of its annual report for the most recent fiscal year and any more recent reports, to any Fund shareholder upon request. To request a copy, please write to the Funds c/o Aberdeen Asset Management Inc., 1735 Market Street, 32nd Floor, Philadelphia, PA 19103, or call 1-800-522-5465. You may also call for information on how to obtain directions to be able to attend a Meeting and vote in person.
The Election of Trustees
Pursuant to each Fund’s Articles of Incorporation, each Board is divided into three classes, as nearly equal in number as possible, each of which will serve for three years, with one class being elected each year. If elected, each Trustee is entitled to hold office until the Annual Meeting in the year noted below or until his successor is elected and qualifies. Each nominee has indicated an intention to serve if elected and has consented to be named in this Joint Proxy Statement. The nominees for election to the Boards of the Funds are as follows:
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Aberdeen Global Premier Properties Fund |
John Sievwright (Class I Trustee, 3-year term ending 2021) |
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Aberdeen Global Dynamic Dividend Fund |
John Sievwright (Class I Trustee, 3-year term ending 2021) |
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Aberdeen Total Dynamic Dividend Fund |
John Sievwright (Class I Trustee, 3-year term ending 2021) |
EACH FUND’S BOARD RECOMMENDS THAT THE SHAREHOLDER VOTE “FOR” THE NOMINEE FOR TRUSTEE FOR THAT FUND.
The following tables set forth certain information regarding the nominee for election to the Boards of the Funds, Trustees whose terms of office continue beyond the Meetings, and the principal officers of the Funds.
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Name, Address and |
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Term of Office and |
Principal |
Number of |
Other Directorships |
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Independent Nominees for Trustee: |
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John Sievwright**† |
AWP: Class I |
Term expires 2018. |
Non-Executive Director of NEX Group plc (since 2017) (financial); Non-Executive Director of ICAP PLC (2009-2016) (financial); Non-Executive Independent Director of FirstGroup plc (2002-2014)(transport). |
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Director of NEX Group plc. |
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Name, Address and |
Position(s) |
Term of Office and |
Principal |
Number of |
Other Directorships |
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Independent Trustee whose term continues beyond the Annual Meeting: |
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Nancy Yao Maasbach**† |
AWP: Class III
Trustee |
Term expires 2020. |
Currently is the President of the Museum of Chinese in America. Prior to this position she was the executive director of the Yale-China Association, one of the oldest non-profit organizations dedicated to building U.S.-China relations at a grassroots level. Nancy has over twenty years of experience working in and covering Asia, including positions at Goldman Sachs & Co., Center for Finance and Research Analysis, and the Council on Foreign Relations. Nancy is a member of the Council on Foreign Relations |
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Former director of The Asia-Tigers Fund, Inc. |
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P. Gerald Malone**† |
AWP: Class II
Trustee and
Chair |
Term expires 2019. |
Mr. Malone is, by profession, a solicitor of over 40 years standing. He has served as a Minister of State in the United Kingdom Government. Mr. Malone currently serves as Independent Chairman of two UK companies, Crescent OTC Ltd (pharmaceutical services) and fluidOil Ltd. (oil services). He previously served as chairman of U.S. company Rejuvenan llc (wellbeing services) until September 2017 and as chairman of Ultrasis plc (healthcare software services company) until October 2014. |
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Board Member and member of Executive Committee of Lenox Hill Neighborhood House, a non-profit. |
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Name, Address and |
Position(s) |
Term of Office and |
Principal |
Number of |
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Interested Trustee whose term continues beyond the Annual Meeting: |
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Martin Gilbert†† |
AWP: Class III
Trustee |
Term expires 2020. |
Currently, Co-Chief Executive of Standard Life Aberdeen plc. Mr. Gilbert was a founding director and Chief Executive and an Executive Director of Aberdeen Asset Management PLC since 1983. He was a Director of the Investment Manager from 1991 to 2014 and a Director of the Investment Adviser from 2000 to 2014. He was a Director from 1995 to 2014, and President from 2006 to 2014 of Aberdeen Asset Management Inc., the Funds’ Administrator. Mr. Gilbert also serves as officer and/or director of various Group subsidiary companies, Aberdeen-managed investment trusts and funds’ boards. |
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None. |
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Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Emerging Markets Equity Income Fund, Inc., Aberdeen Global Premier Properties Fund, Aberdeen Global Dynamic Dividend Fund, Aberdeen Total Dynamic Dividend Fund, Aberdeen Japan Equity Fund, Inc., The India Fund, Inc., Aberdeen Income Credit Strategies Fund, Aberdeen Investment Funds (which currently consists of 4 portfolios) and Aberdeen Funds (which currently consists of 25 portfolios) have a common investment manager and/or investment adviser, or an investment adviser that is affiliated with the investment manager and investment adviser, and may thus be deemed to be part of the same “Fund Complex.” |
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Member of the Nominating and Corporate Governance Committee. |
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Member of the Audit and Valuation Committee. |
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Deemed to be an Interested Trustee of the Funds because of his affiliation with the Funds’ Investment Adviser. |
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ADDITIONAL INFORMATION ABOUT THE TRUSTEES
Each Board believes that each Trustee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Trustees possess the requisite experience, qualifications, attributes and skills to serve on their respective Board. Each Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with Aberdeen Asset Managers Limited (“AAML” or the “Investment Adviser”), other service providers, counsel and independent auditors; and to exercise effective business judgment in the performance of their duties,
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support this conclusion. Each Board has also considered the contributions that each Trustee can make to the respective Board on which he or she serves and to the Fund(s).
A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s executive, business, consulting, and/or legal positions; experience from service as a Trustee of the Fund(s) and other funds/portfolios in the Aberdeen complex, other investment funds, public companies, or non-profit entities or other organizations; educational background or professional training or practice; and/or other life experiences. In this regard, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee in addition to the information set forth in the table above:
P. Gerald Malone
P. Gerald Malone is a Scottish solicitor of some 40 years standing. He has served as a Minister of State in the United Kingdom Government. Mr. Malone currently serves as Independent Chairman of two UK companies, Crescent OTC Ltd (a pharmaceutical services company) and fluidOil Ltd. (an oil services company). He also serves as a director of U.S. company Rejuvenan LLC (a company devoted to well-being services) and Aberdeen Asia-Pacific Income Investment Company Limited (a Canadian investment fund) since 2001. Mr. Malone is Chairman of the Board of Trustees of Aberdeen Funds and Chairman of the Board of Directors of Aberdeen Global Income Fund, Inc. and Aberdeen Asia-Pacific Income Fund, Inc. He served as chairman of Ultrasis plc (a healthcare software services company) until October 2014. Mr. Malone also serves on the Board of the Mutual Fund Directors Forum.
Mr. Malone also has extensive experience in journalism. He was the Scottish editor of The Sunday Times from 1987 to 1991 and the deputy editor of The European from 1997 to 1999, where he focused on broadcasting and consultancy in public affairs. Based in London, Mr. Malone travels frequently to the U.S. and to Asia. He pursues an active interest in public affairs and global political developments.
Nancy Yao Maasbach
Nancy Yao Maasbach is the President of the Museum of Chinese in America since 2015. From 2009 to 2014, she was the executive director of the Yale-China Association, one of the oldest non-profit organizations dedicated to building U.S.-China relations at a grassroots level. She has over twenty years of experience working in and covering Asia, including positions at Goldman Sachs & Co., the Center for Finance and Research Analysis, and the Council on Foreign Relations. Member of the Council on Foreign Relations since 2015.
John Sievwright
John Sievwright was a Senior Vice President and Chief Operating Officer of International for Merrill Lynch & Co. until 2008. A chartered accountant, Mr. Sievwright has held various senior management positions in banking in London, New York, Dublin and Japan. He is a member of the North American Board of the Michael Smurfit Business School, Dublin and a Non-Executive Director of NEX Group plc. Mr. Sievwright has served as a Non-Executive Director of ICAP PLC and a Non-Executive Director of FirstGroup plc.
Martin Gilbert
Martin Gilbert along with Keith Skeoch, became Co-Chief Executive of Standard Life Aberdeen plc, the global investment company formed as a result of the merger between Aberdeen Asset Management PLC and Standard Life plc in August 2017. Martin was a co-founder and the Chief Executive of Aberdeen Asset Management, which was established as a dedicated asset manager in 1983. Martin was appointed Chairman of the Prudential Regulation Authority’s Practitioner Panel in December 2013. He sits on the Board of Directors of the Institute of International Finance. He is also a member of the International Advisory Panel of the Monetary Authority of Singapore and the
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International Advisory Board of British American Business. Martin is also the Deputy Chairman of SKY PLC and a Non-Executive Director of Glencore plc.
Each Board believes that the significance of each Trustee’s experience, qualifications, attributes or skills is an individual matter (meaning that experience important for one Trustee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness. In its periodic self-assessment of the effectiveness of the Board, each Board considers the complementary individual skills and experience of the individual Trustees in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Fund. References to the qualifications, attributes and skills of Trustees are presented pursuant to disclosure requirements of the Securities and Exchange Commission (“SEC”), do not constitute holding out a Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on a Board by reason thereof.
OFFICERS
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Name and Address |
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Term of |
Principal Occupation(s) |
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Christian Pittard** |
President of the Funds |
Since 2018 |
Currently, Group Head of Product Opportunities, for Aberdeen Asset Management PLC since 2009. |
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Joseph Andolina** |
Chief Compliance Officer and Vice President-Compliance of the Funds |
Since 2018 |
Currently, Vice President, Head of Conduct and Compliance—Americas and Deputy Chief Risk Officer for Aberdeen Asset Management Inc. Mr. Andolina joined Aberdeen in 2012. |
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Martin Connaghan** |
Vice President of AGD and AOD |
Since 2018 |
Currently a Senior Investment Manager on the Global Equity Team. Martin joined Aberdeen in 2001, via the acquisition of Murray Johnstone. Martin has held a number of roles including Trader and SRI Analyst on the Global Equity Team; he also spent two years as a Portfolio Analyst on the Fixed Income Team in London. |
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Jeffrey Cotton** |
Vice President of the Funds |
Since 2018 |
Currently, Director, Vice President and Head of Compliance—Americas for Aberdeen Asset Management Inc. and Head of International Compliance for Aberdeen. He joined Aberdeen in 2010. |
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Name and Address |
Positions(s) Held |
Term of |
Principal Occupation(s) |
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Josh Duitz** |
Vice President of AGD and AOD |
Since 2018 |
Currently a Senior Vice President, Global Equities for Aberdeen Standard Investments. He joined Aberdeen in 2018, from Alpine Woods Capital Investors, LLC where he served as a Portfolio Manager since February 2007. Prior to that he spent eight years at Bear Stearns, where Mr. Duitz was a Managing Director Principal who specialized in trading international equities. |
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Bruce Ebnother |
Vice President of AWP |
Since 2018 |
Currently Portfolio Manager for Aberdeen Standard Investments since May 2018. He joined Aberdeen in 2018, from Alpine Woods Capital Investors, LLC where he served as a Portfolio Manager since 2011. |
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Alan Goodson** |
Vice President of the Funds |
Since 2018 |
Currently, Director, Vice President and Head of Product—Americas for AAMI, overseeing Product Management, Product Development and Investor Services for Aberdeen’s registered and unregistered investment companies in the US and Canada. Mr. Goodson is Vice President of Aberdeen Asset Management Inc. and joined Aberdeen in 2000. |
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Svitlana Gubriy |
Vice President of AWP |
Since 2018 |
Currently Head of Global REIT Funds for Aberdeen Standard Investments, the named fund manager for Global REIT OEIC and SICAV funds, and the co-fund manager for the Manulife Global Real Estate Unconstrained Fund Previously with Standard Life plc since 2005, Ms. Gubriy joined Aberdeen Standard Investments as a result of the merger between Aberdeen Asset Management and Standard Life in August 2017 |
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Term of |
Principal Occupation(s) |
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Bev Hendry** |
Vice President of the Funds |
Since 2018 |
Currently, Chairman Americas of Aberdeen Asset Management Inc. He previously held the positions of Chief Executive Officer of Americas until March 2018 and Co-Head of Americas and Chief Financial Officer for Aberdeen Asset Management Inc. until 2016. Mr. Hendry first joined Aberdeen in 1987, left Aberdeen in 2008 and re-joined Aberdeen in 2014 from Hansberger Global Investors in Fort Lauderdale where he was Chief Operating Officer (2008-2014). |
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Lucia Sitar** |
Vice President of the Funds |
Since 2018 |
Currently, Vice President and Managing U.S. Counsel for Aberdeen Asset Management Inc. Ms. Sitar joined Aberdeen Asset Management Inc. in 2007. |
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Andrea Melia** |
Treasurer and Chief Financial Officer of the Funds |
Since 2018 |
Currently, Vice President and Head of Fund Operations, Traditional Assets-Americas for Aberdeen Asset Management Inc. Ms. Melia joined Aberdeen Asset Management Inc. in September 2009. |
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Megan Kennedy** |
Vice President and Secretary of the Funds |
Since 2018 |
Currently, Head of Product Management for Aberdeen Asset Management Inc. (since 2009). Ms. Kennedy joined Aberdeen Asset Management Inc. in 2005. |
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Heather Hasson** |
Assistant Secretary of the Funds |
Since 2018 |
Currently, Senior Product Manager for Aberdeen Asset Management Inc. since 2009. Ms. Hasson joined Aberdeen Asset Management Inc. as a Fund Administrator in 2006. |
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Sharon Ferrari** |
Assistant Treasurer of the Funds |
Since 2018 |
Currently, Senior Fund Administration Manager—US for Aberdeen Asset Management Inc. since 2013. Ms. Ferrari joined Aberdeen Asset Management Inc. as a Senior Fund Administrator in 2008. |
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* Officers hold their positions with the Fund(s) until a successor has been duly elected and qualifies. Officers are elected annually by each Board. |
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** Messrs. Andolina, Connaghan, Cotton, Duitz, Goodson, Hendry, and Pittard and Mses. Ferrari, Hasson, Kennedy, Melia, and Sitar hold officer position(s) in one or more of the following: Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Emerging Markets Equity Income Fund, Inc., Aberdeen Japan Equity Fund, Inc., The India Fund, Inc., Aberdeen Income Credit Strategies Fund, Aberdeen Global Premier Properties Fund, Aberdeen Global Dynamic Dividend Fund, Aberdeen Total Dynamic Dividend Fund Aberdeen Investment Funds (which consists of 4 portfolios) and Aberdeen Funds (which currently consists of 25 portfolios), each of which may also be deemed to be a part of the same “Fund Complex.” |
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9
Ownership of Securities
Set forth in the table below is the dollar range of equity securities in each Fund and the aggregate dollar range of equity securities in the Aberdeen Family of Investment Companies (as defined below) beneficially owned by each Trustee or nominee as of July 20, 2018. The Trustees each became Trustees of the Fund on May 4, 2018 and, as a result, the table below shows them having no investment in any Fund. The following key relates to the dollar ranges in the chart:
A. None
B. $1—$10,000
C. $10,001—$50,000
D. $50,001—$100,000
E. over $100,000
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||||||||||
|
Name of Trustee or Nominee |
Dollar Range of Equity Securities |
Aggregate Dollar Range of Equity |
||||||||||||
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|
Independent Nominee for Trustee: |
||||||||||||||
|
||||||||||||||
|
John Sievwright |
|
|
AWP: A |
|
|
D |
||||||||
|
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|
AGD: A |
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|
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||||||||||||||
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AOD: A |
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Independent Trustee: |
||||||||||||||
|
||||||||||||||
|
Nancy Yao Maasbach |
|
|
AWP: A |
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|
A |
||||||||
|
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|
AGD: A |
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|
||||||||||
|
||||||||||||||
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|
|
|
AOD: A |
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|
|||||||||
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|
P. Gerald Malone |
|
|
AWP: A |
|
|
C |
||||||||
|
||||||||||||||
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|
|
|
AGD: A |
|
|
|||||||||
|
||||||||||||||
|
|
AOD: A |
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|
||||||||||
|
||||||||||||||
|
Independent Trustee: |
||||||||||||||
|
||||||||||||||
|
Martin Gilbert |
|
|
AWP: A |
|
|
D |
||||||||
|
||||||||||||||
|
|
|
|
AGD: A |
|
|
|||||||||
|
||||||||||||||
|
|
AOD: A |
|
|
||||||||||
(1) |
This information has been furnished by each Trustee as of July 20, 2018. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”). |
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(2) |
“Family of Investment Companies” means those registered investment companies that share Aberdeen or an affiliate as the investment adviser and that hold themselves out to investors as related companies for purposes of investment and investor services. |
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As of July 20, 2018, each Fund’s Trustees and officers, in the aggregate, owned less than 1% of that Fund’s outstanding equity securities. As of July 20, 2018, none of the Independent Trustees or their immediate family members owned any shares of the Investment Adviser or of any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Investment Adviser.
Mr. Pittard and Ms. Melia serve as executive officers of the Funds. As of July 20, 2018, Mr. Pittard and Ms. Melia did not own shares of the Funds’ common stock.
BOARD AND COMMITTEE STRUCTURE
The Board of Trustees of each Fund is composed of four Trustees, three of whom are not “interested persons” (as that term is defined in the Investment Company Act of 1940 (“1940 Act”))
10
of the Fund, its investment adviser, or in the case of AWP, its sub-adviser (each an “Independent Trustee,” and collectively, the “Independent Trustees”). Each Fund divides the Board into three classes, each class having a term of three years. Each year, the term of office of one class will expire and the successor(s) elected to such class will serve for a three year term.
Each Board has appointed Mr. Malone, an Independent Trustee, as Chairman. The Chairman presides at meetings of the Trustees, participates in the preparation of the agenda for meetings of the Board, and acts as a liaison between the Trustees and management between Board meetings. Except for any duties specified herein, the designation of the Chairman does not impose on such Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Each Board holds regular quarterly meetings to consider and address matters involving the respective Fund. Each Board also may hold special meetings to address matters arising between regular meetings. The Independent Trustees also meet outside the presence of management in executive session at least quarterly and have engaged separate, independent legal counsel to assist them in performing their oversight responsibilities.
Each Board has established a committee structure that includes an Audit and Valuation Committee and a Nominating and Corporate Governance Committee (each discussed in more detail below) to assist each Board in the oversight and direction of the business affairs of the respective Fund, and from time to time may establish informal ad hoc committees or working groups to review and address the practices of the respective Fund with respect to specific matters. The Committee system facilitates the timely and efficient consideration of matters by the Trustees, and facilitates effective oversight of compliance with legal and regulatory requirements and of each Fund’s activities and associated risks. The standing Committees currently conduct an annual review of their charters, which includes a review of their responsibilities and operations.
Each Nominating and Corporate Governance Committee and each Board as a whole also conduct an annual self-assessment of the performance of the Board, including consideration of the effectiveness of the Board’s Committee structure. Each Committee is comprised entirely of Independent Trustees. Each Committee member is also “independent” within the meaning of the NYSE listing standards. Each Board reviews its structure regularly and believes that its leadership structure, including having a super-majority of Independent Trustees, coupled with an Independent Trustee as Chairman, is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among the Committees and the full Board in a manner that enhances efficient and effective oversight.
Board and Committee Meetings in Fiscal Year 2017
Each of the current Trustees joined the Boards effective May 4, 2018. During the fiscal year ended October 31, 2017, based on available records, each Board held four quarterly meetings and two special meetings. During such fiscal year, based on available records, the Trustees serving during that fiscal year attended at least 75% of the aggregate number of meetings of the Boards and of the Committees of the Boards on which they served.
Audit and Valuation Committee
Each Board has an Audit and Valuation Committee consisting of all the Independent Trustees. In addition, the members of the Audit and Valuation Committee are also “independent,” as defined in the Fund’s written Charter. The members of the Audit and Valuation Committee are Ms. Maasbach, Mr. Malone and Mr. Sievwright. Mr. Sievwright serves as the Chairman of each Audit Committee and the Audit Committee Financial Expert.
The Audit and Valuation Committees oversee the scope of the Funds’ audit, the Fund’s accounting and financial reporting policies and practices and its internal controls. The Audit and Valuation Committees assist each Board in fulfilling its responsibility for oversight of the integrity of the Funds’ accounting, auditing and financial reporting practices, the qualifications and independence
11
of the Funds’ independent registered public accounting firm and the Fund’s compliance with legal and regulatory requirements. The Audit and Valuation Committees approve, and recommend to the respective Board for ratification, the selection, appointment, retention or termination of the Funds’ independent registered public accounting firm and approves the compensation of the independent registered public accounting firm. The Audit and Valuation Committees also approve all audit and permissible non-audit services provided to the Funds by the independent registered public accounting firm and all permissible non-audit services provided by the Funds’ independent registered public accounting firm to the Investment Adviser and service providers if the engagement relates directly to the Funds’ operations and financial reporting. The Audit and Valuation Committees are also responsible for monitoring the valuation of portfolio securities and other investments. Prior to the current Board members assuming their roles, the Funds had separate Audit and Valuation Committees, which were both composed of the previous Independent Trustees. The written Charter for each of the Audit Committee and the Valuation Committee is available at the Fund’s website. The written Charter for the Audit and Valuation Committees will be posted on the website when available. During the fiscal year ended October 31, 2017, based on available records, the Audit Committee met four times and the Valuation Committee met four times.
Service providers to the Funds, primarily the Investment Adviser, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management. As an integral part of its responsibility for oversight of the Funds, the Boards oversee risk management of the Funds’ investment program and business affairs. Oversight of the risk management process is part of the Board’s general oversight of the Funds and its service providers.
Nominating and Corporate Governance Committee; Consideration of Potential Trustee Nominees
Each Board has a Nominating and Corporate Governance Committee (the “Nominating Committee”) consisting of all the Independent Trustees. The members of the Nominating Committee are Ms. Maasbach, Mr. Malone and Mr. Sievwright. Mr. Malone serves as the Chairman of the Nominating Committees. Prior to May 4, 2018, the Nominating and Corporate Governance Committee of each Board was composed of the previous Independent Trustees.
The Nominating Committee is responsible for overseeing Boards governance and related Trustee practices, including selecting and recommending candidates to fill vacancies on the Board. The Nominating Committees will consider Trustee candidates recommended by shareholders of the Funds. Recommendations for consideration by a Nominating Committee should be sent to the Chairman of the Nominating Committee in writing together with the appropriate biographical information concerning each such recommended nominee. In addition, shareholders may themselves nominate individuals for election to a Board of Trustees for the Funds if they follow the advance notice provisions in the Funds’ By-Laws, as more fully set forth on page 14.
In identifying and evaluating nominees for Trustee, the Nominating Committees seek to ensure that the Boards possess, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and also seeks to ensure that the Boards of Trustees are comprised of trustees who have broad and diverse backgrounds. The Nominating Committees look at each nominee on a case-by-case basis. In looking at the qualification of each candidate to determine if his or her election would further the goals described above, the Nominating Committees take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. However, a Board believes that to be recommended as a nominee, whether by the Nominating Committees or at the suggestion of a shareholder, each candidate must: (1) display the highest personal and professional ethics, integrity and values; (2) have the ability to exercise sound business judgment; (3) be highly accomplished in his or her respective field; (4) have relevant expertise and experience; (5) be able to represent all shareholders and be committed to enhancing long-term shareholder value; and (6) have sufficient time available to devote to activities of the Board and enhance his or her knowledge of the Fund’s business. Based on available records, the Nominating Committees met four times during the fiscal
12
year ended October 31, 2017. The Board has adopted a written Charter for the Nominating Committee, which is available at the Funds’ websites.
Board Oversight of Risk Management
Each Fund is subject to a number of risks, including, among others, investment, compliance, operational and valuation risks. Risk oversight forms part of each Board’s general oversight of the respective Fund and is addressed as part of various Board and Committee activities. Each Board has adopted, and periodically reviews, policies and procedures designed to address these risks. Different processes, procedures and controls are employed with respect to different types of risks. Day-to-day risk management functions are subsumed within the responsibilities of the Funds’ investment adviser, who carry out the Funds’ investment management and business affairs and other service providers in connection with the services they provide to the Funds. The investment adviser and other service providers have their own, independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. As part of its regular oversight of each Fund, the respective Board, directly and/or through a Committee, interacts with and reviews reports from, among others, the investment adviser and each Fund’s other service providers (including the Funds’ transfer agent), the Funds’ Chief Compliance Officer, the Funds’ independent registered public accounting firm, legal counsel to the Funds, and internal auditors, as appropriate, relating to the operations of the Funds. Each Board also requires the investment adviser to report to the Boards on other matters relating to risk management on a regular and as-needed basis. The Boards recognize that it may not be possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate their occurrence or effects. Each Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
Communications with the Board of Trustees
Shareholders who wish to communicate with Board members with respect to matters relating to the Funds may address their written correspondence to the Boards as a whole or to individual Board members c/o Aberdeen Asset Management Inc., at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103, or via e-mail to the Trustee(s) c/o Aberdeen Asset Management Inc. at Investor.Relations@aberdeenstandard.com.
Trustees Attendance at Annual Meetings of Shareholders
The Funds have not established a formal policy with respect to Trustee attendance at annual meetings of shareholders.
REPORTS OF THE AUDIT AND VALUATION COMMITTEES; INFORMATION REGARDING THE FUNDS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As previously disclosed in each Fund’s Current Report on Form 8-K filed with the SEC on May 9, 2018 (collectively, the “Reports”), effective as of the close of business on May 4, 2018, Ernst & Young LLP (“E&Y”) resigned as the independent registered public accounting firm for the Funds, due to independence matters relating to the change in the Funds’ investment adviser, which was effective as of the close of business on May 4, 2018. On June 13, 2018, upon the recommendation of its Audit Committee, and the Boards of Trustees of each Fund approved the engagement of a new independent registered public accounting firm (the “New Accounting Firm”), for the fiscal year ending October 31, 2018, contingent on the New Accounting Firm’s delivery of an independence letter that is satisfactory to each Fund’s Audit Committee. As such independence letter has not been finalized as of this Proxy Statement, the engagement of the New Accounting Firm is not effective. Due to E&Y’s resignation, representatives from E&Y are not expected to be present at the Meeting to make a statement or respond to questions from shareholders.
The reports of E&Y on each Fund’s financial statements as of and for the two most recent fiscal years ended October 31, 2016 and October 31, 2017 did not contain an adverse opinion or a
13
disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.
During each Fund’s two most recent fiscal years ended October 31, 2016 and October 31, 2017 and the subsequent interim period through May 4, 2018, there were no disagreements between a Fund and E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused it to make reference to the subject matter of the disagreements in its reports on the financial statements of a Fund for such years.
During each Fund’s two most recent fiscal years ended October 31, 2016 and October 31, 2017 and the subsequent interim period through May 4, 2018, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the 1934 Act. Each Fund provided E&Y with a copy of the Report prior to filing the Report with the SEC. Each Fund requested that E&Y furnish it with a letter addressed to the SEC stating whether it agrees with the statements made by such Fund with respect to E&Y in the Reports. Copies of E&Y’s letters to the Funds, each dated May 4, 2018, were filed as Exhibit 16.1 to the Funds’ respective Reports.
The following table sets forth the aggregate fees billed for professional services rendered by E&Y, the Funds’ independent auditor during the periods shown, for the Funds’ two most recent fiscal years ended October 31, 2016 and October 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
2016 |
||||||||||
|
||||||||||||
|
|
AWP |
AGD |
AOD |
AWP |
AGD |
AOD |
||||||
|
||||||||||||
|
Audit Fees |
$94,932 |
$31,610 |
$64,775 |
$81,141 |
$30,387 |
$80,895 |
||||||
|
||||||||||||
|
Audit-Related Fees |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
||||||
|
||||||||||||
|
Tax Fees(1) |
$17,409 |
$4,608 |
$1,515 |
$18,032 |
$13,095 |
$10,450 |
||||||
|
||||||||||||
|
All Other Fees |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
||||||
|
||||||||||||
|
Total |
$112,341 |
$32,218 |
$66,290 |
$99,173 |
$43,482 |
$91,345 |
||||||
Each Audit and Valuation Committee is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to each Fund and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to the Fund’s adviser, and any service provider to a Fund controlling, controlled by or under common control with the Fund’s adviser that provided ongoing services to the Fund (“Covered Service Provider”), if the engagement relates directly to the operations and financial reporting of the Fund. The aggregate fees billed by E&Y for non-audit services rendered to the Funds, the Fund’s previous investment advisor (the “Prior Adviser”) and any Covered Service Providers with respect to the Prior Adviser for the fiscal year ended October 31, 2017 was $0 and $0 for the fiscal year ended October 31, 2016.
Based on available records, all of the services described in the table above were pre-approved by the relevant Audit Committee.
Each Audit and Valuation Committee has adopted an Audit Committee Charter that provides that the Audit Committee shall annually select, retain or terminate, and recommend to the Independent Trustees for their ratification, the selection, retention or termination, the Funds’ independent auditor and, in connection therewith, evaluate the terms of the engagement (including compensation of the auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Investment Adviser, and receive the independent auditor’s specific representations as to its independence, delineating all relationships between the independent auditor and the Fund, consistent with the Independent Standards Board (“ISB”) Standard No. 1. Each Audit Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Fund management or the Investment Adviser that the Funds, Investment Adviser or their affiliated persons, employ the independent auditor to render “permissible non-audit services” to the Fund and to consider whether such services are consistent with the independent auditor’s independence.
14
Based on available records, each Audit Committee has considered for the fiscal years ended October 31, 2016 and 2017 whether the provision of non-audit services that were rendered to the Prior Adviser, and any entity controlling, controlled by, or under common control with the Prior Adviser that provided ongoing services to the relevant Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible with maintaining the principal accountant’s independence and concluded that it was.
COMPENSATION
The current Trustees of each Fund began their service on May 4, 2018 and did not receive any compensation from the Funds during the fiscal year ended October 31, 2017. The following table sets forth information regarding estimated compensation of Trustees of the Funds from May 4, 2018 (the date on which each became a Trustee) through October 31, 2018. All officers of the Funds are employees of and are compensated by either: AAML, the Funds’ investment adviser, Aberdeen Asset Management Inc. (“AAMI”), AWP’s sub-adviser, or their affiliates. None of the Funds’ executive officers or Trustees who are also officers or directors of AAML or AAMI received any compensation from any Fund for such period. None of the Funds have any bonus, profit sharing, pension or retirement plans.
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|
|
|
Name of Trustee |
Aggregate Estimated Compensation from |
Total Compensation |
||||||
|
||||||||
|
|
AWP |
AGD |
AOD |
|
|
|||
|
||||||||
|
Independent Nominee: |
|
|
|
|
|
|
|
|
|
||||||||
|
John Sievwright |
$8,044 |
$1,958 |
$14,753 |
$73,405 |
||||
|
||||||||
|
Independent Trustees: |
|
|
|
|
|
|
|
|
|
||||||||
|
Nancy Yao Maasbach |
$7,245 |
$1,763 |
$13,288 |
$111,982 |
||||
|
||||||||
|
P. Gerald Malone |
$8,044 |
$1,958 |
$14,753 |
$372,455 |
||||
|
||||||||
|
Interested Trustee: |
|
|
|
|
|
|
|
|
|
||||||||
|
Martin Gilbert |
$0 |
$0 |
$0 |
$0 |
||||
* |
See the “Trustees” table for the number of Funds within the Fund Complex that each Trustee serves. The estimated total compensation is reflective of the entire fiscal year ended October 31, 2018. |
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Each Trustee who is an Independent Trustee is paid as compensation an annual retainer of $25,000 per year for his or her services as a Board member, and a $5,000 Board meeting fee to be paid for each Board meeting up to 4 in-person Board meetings held in a calendar year, together with out-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. All compensation and out-of-pocket expenses are allocated across AWP, AGD and AOD by assets under management. |
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, as applied to the Funds, require the Funds’ officers and Trustees, certain officers and directors of the investment advisers, affiliates of the investment advisers, and persons who beneficially own more than 10% of the Funds’ shares to electronically file reports of ownership of the Fund’s securities and changes in such ownership with the SEC and the NYSE. Such persons are required by SEC regulations to furnish the Fund with copies of all such filings.
Based solely on each Fund’s review of the copies of such forms received by it or written representations from reporting persons that all reportable transactions were reported, to the knowledge of each Fund, during the fiscal year ended October 31, 2017, each Fund’s officers, Trustees and greater than 10% owners timely filed all reports they were required to file under Section 16(a).
15
Relationship of Trustees or Nominees with the Investment Adviser
Aberdeen Asset Managers Limited (“AAML”) serves as Adviser to each Fund pursuant to individual advisory agreements signed May 4, 2018. AAML, located at Bow Bells House, 1 Bread Street, London EC4M 9HH, is a corporation organized under the laws of the United Kingdom and a U.S. registered investment adviser. AAML provides equity, fixed income and real estate advisory services, as well as alternative strategies. Mr. Martin Gilbert, a Trustee of the Funds, also serves as the Co-Chief Executive and an Executive Director of Standard Life Aberdeen plc. Mr. Gilbert is also a shareholder of Standard Life Aberdeen plc.
Aberdeen Asset Management Inc. (“AAMI”) serves as Sub-Adviser to AWP pursuant to a sub-advisory agreement signed May 4, 2018. AAMI is a Delaware corporation with its principal business office located at 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103. Messrs. Andolina, Cotton, Goodson, Hendry and Mmes. Melia and Sitar, who serve as officers of the Funds, are also directors and/or officers of AAMI. Mr. Cotton also serves as a director and officer of AAML.
AAML and AAMI are both direct subsidiaries of Aberdeen Asset Management PLC (“Aberdeen PLC”), located at 10 Queen’s Terrace, Aberdeen, Scotland, AB10 1YG. Aberdeen PLC became a direct subsidiary of Standard Life plc as a result of a merger of the two companies. The combined company changed its name to Standard Life Aberdeen plc (“Standard Life Aberdeen”). As a result of the merger, AAML is an indirect subsidiary of Standard Life Aberdeen.
Standard Life Aberdeen, located at Standard Life House, 30 Lothian Road, Edinburgh EH1 2DH, is a Scottish limited company listed on the London stock exchange. Standard Life Aberdeen is the parent company of an asset management group which manages or administers approximately $885.92 billion in assets as of December 31, 2017.
In rendering investment advisory services, AAMI and AAML may use the resources of investment advisor subsidiaries of Standard Life Aberdeen. These affiliates have entered into a memorandum of understanding/personnel sharing procedures pursuant to which investment professionals from each affiliate may render portfolio management and research services to US clients of the Standard Life Aberdeen affiliates, including the Funds, as associated persons of the Adviser or Subadvisor. No remuneration is paid by the Funds with respect to the memorandum of understanding/personnel sharing arrangements.
EACH FUND’S BOARD, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEE FOR TRUSTEE FOR THE RELEVANT FUND.
ADDITIONAL INFORMATION
Expenses. The expense of preparation, printing and mailing of the enclosed proxy card and accompanying Notice and Joint Proxy Statement will be borne proportionately by each Fund. Each Fund will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of that Fund. In order to obtain the necessary quorum at each Meeting, supplementary solicitation may be made by mail, telephone, telegraph or personal interview. Such solicitation may be conducted by, among others, officers, Trustees and employees of the Funds, or AAML.
AST Fund Solutions, LLC (“AST”) has been retained to assist in the solicitation of proxies and will receive an estimated fee of $3,500 per Fund and be reimbursed for its reasonable expenses. Total payments for the Funds to AST are expected to be between approximately $4,900 and $5,450 per Fund.
Solicitation and Voting of Proxies. Solicitation of proxies is being made primarily by the mailing of this Joint Proxy Statement with its enclosures on or about August 10, 2018. As mentioned above, AST has been engaged to assist in the solicitation of proxies. As the meeting date approaches, certain shareholders of a Fund may receive a call from a representative of AST, if the Fund has not yet received their vote. Authorization to permit AST to execute proxies may be obtained by telephonic instructions from shareholders of a Fund. Proxies that are obtained telephonically will be
16
recorded in accordance with procedures that management of each of the Funds believes are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.
Beneficial Owners. Based upon filings made with the SEC, as of August 1, 2018, the following table shows certain information concerning persons who may be deemed beneficial owners of 5% or more of the shares of the Funds because they possessed or shared voting or investment power with respect to a Fund’s shares:
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|
|
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Fund |
Class |
Name and Address |
Number of Shares |
Percentage of |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
AWP |
|
|
Common |
First Trust Advisors |
|
|
8,556,870 |
|
|
10.0 |
% |
|
|||||||||||||||
|
||||||||||||||||||||||||||||
|
AGD |
|
|
Common |
First Trust Advisors |
|
|
2,485,578 |
|
|
19.8 |
% |
|
|||||||||||||||
|
||||||||||||||||||||||||||||
|
|
|
Common |
Sit Investment Associates |
|
|
1,007,662 |
|
|
8.0 |
% |
|
||||||||||||||||
|
||||||||||||||||||||||||||||
|
AOD |
|
|
Common |
Saba Capital Management LLP |
|
|
8,528,352 |
|
|
7.9 |
% |
|
|||||||||||||||
|
||||||||||||||||||||||||||||
|
|
|
Common |
1607 Capital Partners, LLC |
|
|
7,840,586 |
|
|
7.3 |
% |
|
||||||||||||||||
Shareholder Proposals.
Any Rule 14a-8 shareholder proposal to be considered for inclusion in the Fund’s proxy statement and form of proxy for the annual meeting of shareholders to be held in 2019 should be received by the Secretary of the Fund no later than April 17, 2019. There are additional requirements regarding proposals of shareholders, and a shareholder contemplating submission of a proposal for inclusion in the Fund’s proxy materials is referred to Rule 14a-8 under the 1934 Act.
Non-Rule 14a-8 proposals of business to be considered by the Funds’ shareholders may be made at an annual meeting of shareholders (1) by or at the direction of the Boards of Trustees or (2) by any shareholder of a Fund who was a shareholder of record from the time the shareholder gave notice as provided in the Funds’ By-Laws to the time of the annual meeting, who is entitled to vote at the annual meeting on any such business and who has complied with the By-Laws. Pursuant to each Fund’s By-Laws, for any such business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Funds and such business must otherwise be a proper matter for action by the shareholders. To be timely, a shareholder’s notice shall set forth all information required under the Fund’s By-Laws and shall be delivered to the Secretary of the Funds at the principal executive office of the Fund neither earlier than 9:00 a.m., Eastern Time, on the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day before the first anniversary of the date of the proxy statement for the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, or in the event that no annual meeting was held the preceding year, notice by the shareholder will be timely if so delivered not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which public announcement of the date of such annual meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a shareholder’s notice as described above.
On June 20, 2018 the Funds announced the date of the Meetings and noted that based on the shareholder’s notice described above, each shareholder had an opportunity to submit proposals up to
17
Monday, July 2, 2018. The Funds did not receive notice of any proposed matter to be submitted by shareholders for a vote at this Meeting and, therefore, in accordance with Rule 14a-4(c) under the 1934 Act any proxies held by persons designated as proxies by each Board and received in respect of the Meetings will be voted in their discretion on such other matter which may properly come before each Meeting.
A Fund may exercise discretionary voting authority with respect to any shareholder proposals for the 2018 Annual Meeting of shareholders not included in the proxy statement and form of proxy which are not submitted to the Fund(s) within the time-frame indicated above. Even if timely notice is received, a Fund may exercise discretionary voting authority in certain other circumstances. Discretionary voting authority is the ability to vote proxies that shareholders have executed and returned to a Fund on matters not specifically reflected on the form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETINGS AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD(S) AND RETURN THEM IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Delivery of Proxy
Unless the Funds have received contrary instructions from shareholders, only one copy of this Joint Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of record. If a shareholder needs an additional copy of this Joint Proxy Statement, please contact the Funds at 1-800-522-5465. If any shareholder does not want the mailing of this Joint Proxy Statement to be combined with those for other members of its household, please contact the Funds in writing at: 1735 Market Street, 32nd Floor, Philadelphia, PA 19103 or call the Funds at 1-800-522-5465.
Other Business
Management knows of no business to be presented at the Meetings, other than the Proposal set forth in this Joint Proxy Statement, but should any other matter requiring the vote of shareholders arise, the proxies will vote thereon according to their discretion.
By order of the Boards of Trustees,
Megan Kennedy, Secretary
Aberdeen Global Premier Properties Fund
Aberdeen Global Dynamic Dividend Fund
Aberdeen Total Dynamic Fund
18
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!
SHAREHOLDER’S REGISTRATION PRINTED HERE
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
1. MAIL your signed and voted proxy back in the postage paid envelope provided
2. ONLINE at proxyonline.com using your proxy control number found below
3. By PHONE when you dial (888) 227-9349 toll-free to reach an automated touchtone voting line
4. By PHONE with a live operator when you call toll-free (888) 288-0951 Monday through Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER 123456789101
ABERDEEN GLOBAL PREMIER PROPERTIES FUND
PROXY FOR AN ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 19, 2018
The undersigned hereby appoints Alan Goodson, Megan Kennedy and Heather Hasson, and each of them, as proxies of the undersigned, each with the power to appoint his or her substitute, for the Annual Meeting of Shareholders of the Aberdeen Global Premier Properties Fund (“the Fund”), to be held on September 19, 2018, at 10:00 a.m. Eastern Time, at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103 (the “Annual Meeting”), and for any adjournment or postponement thereof, to vote, as designated on the reverse side, all shares of the Fund held by the undersigned at the close of business on July 20, 2018. Capitalized terms used without definition have the meanings given to them in the accompanying proxy statement.
The undersigned hereby revokes any prior proxy to vote at such Annual Meeting, and hereby ratifies and confirms all that said attorneys and proxies, or any of them, may lawfully do by virtue thereof.
Do you have questions? If you have any questions about how to vote your proxy or about the Annual Meeting in general, please call toll-free (888) 288-0951. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Annual Meeting of Shareholders to be held on September 19, 2018. The proxy statement for this meeting is available at:
https://proxyonline.com/docs/aberdeenfunds2018.pdf
| ABERDEEN GLOBAL PREMIER PROPERTIES FUND | PROXY CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.
SIGNATURE (AND TITLE IF APPLICABLE) |
DATE | |
| SIGNATURE (IF HELD JOINTLY) | DATE |
This proxy is solicited on behalf of the Fund’s Board of Trustees, and the proposal below has been proposed by the Board of Trustees.
The proxy will be voted as specified below. If the proxy is executed, but with respect a proposal where no specification is made, this proxy will be voted in favor of the proposal and in the discretion of the above named proxies as to any other matter that may have properly come before the Annual Meeting or any adjournment or postponement thereof. Please indicate by filling the appropriate circle below:
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: l
1 |
To elect one Trustee, to serve a term of three years until the 2021 Annual Meeting and until his successor has been duly elected and qualifies. |
||||
FOR |
WITHHOLD | ||||
1.1 John Sievwright |
¡ | ¡ |
Your vote is important. If you are unable to attend the Annual Meeting in person, we urge you to complete, sign, date and return this proxy card using the enclosed postage prepaid envelope. Your prompt return of the proxy will help assure a quorum at the Annual Meeting and avoid additional expenses associated with further solicitation. Sending in your proxy will not prevent you from personally voting your shares at the Annual Meeting. You may revoke your proxy card, by writing the Secretary of the Fund or by attending the meeting and voting in person.
THANK YOU FOR VOTING
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!
SHAREHOLDER’S REGISTRATION PRINTED HERE
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
1. MAIL your signed and voted proxy back in the postage paid envelope provided
2. ONLINE at proxyonline.com using your proxy control number found below
3. By PHONE when you dial (888) 227-9349 toll-free to reach an automated touchtone voting line
4. By PHONE with a live operator when you call toll-free (888) 288-0951 Monday through Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER 123456789101
ABERDEEN GLOBAL DYNAMIC DIVIDEND FUND
PROXY FOR AN ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 19, 2018
The undersigned hereby appoints Alan Goodson, Megan Kennedy and Heather Hasson, and each of them, as proxies of the undersigned, each with the power to appoint his or her substitute, for the Annual Meeting of Shareholders of the Aberdeen Global Dynamic Dividend Fund (“the Fund”), to be held on September 19, 2018, at 10:30 a.m. Eastern Time, at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103 (the “Annual Meeting”), and for any adjournment or postponement thereof, to vote, as designated on the reverse side, all shares of the Fund held by the undersigned at the close of business on July 20, 2018. Capitalized terms used without definition have the meanings given to them in the accompanying proxy statement.
The undersigned hereby revokes any prior proxy to vote at such Annual Meeting, and hereby ratifies and confirms all that said attorneys and proxies, or any of them, may lawfully do by virtue thereof.
Do you have questions? If you have any questions about how to vote your proxy or about the Annual Meeting in general, please call toll-free (888) 288-0951. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Annual Meeting of Shareholders to be held on September 19, 2018. The proxy statement for this meeting is available at:
https://proxyonline.com/docs/aberdeenfunds2018.pdf
| ABERDEEN GLOBAL DYNAMIC DIVIDEND FUND | PROXY CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.
SIGNATURE (AND TITLE IF APPLICABLE) |
DATE | |
| SIGNATURE (IF HELD JOINTLY) | DATE |
This proxy is solicited on behalf of the Fund’s Board of Trustees, and the proposal below has been proposed by the Board of Trustees.
The proxy will be voted as specified below. If the proxy is executed, but with respect a proposal where no specification is made, this proxy will be voted in favor of the proposal and in the discretion of the above named proxies as to any other matter that may have properly come before the Annual Meeting or any adjournment or postponement thereof. Please indicate by filling the appropriate circle below:
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: l
1 |
To elect one Trustee, to serve a term of three years until the 2021 Annual Meeting and until his successor has been duly elected and qualifies. |
||||
FOR |
WITHHOLD | ||||
1.1 John Sievwright |
¡ | ¡ |
Your vote is important. If you are unable to attend the Annual Meeting in person, we urge you to complete, sign, date and return this proxy card using the enclosed postage prepaid envelope. Your prompt return of the proxy will help assure a quorum at the Annual Meeting and avoid additional expenses associated with further solicitation. Sending in your proxy will not prevent you from personally voting your shares at the Annual Meeting. You may revoke your proxy card, by writing the Secretary of the Fund or by attending the meeting and voting in person.
THANK YOU FOR VOTING
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!
SHAREHOLDER’S REGISTRATION PRINTED HERE
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
1. MAIL your signed and voted proxy back in the postage paid envelope provided
2. ONLINE at proxyonline.com using your proxy control number found below
3. By PHONE when you dial (888) 227-9349 toll-free to reach an automated touchtone voting line
4. By PHONE with a live operator when you call toll-free (888) 288-0951 Monday through Friday 9 a.m. to 10 p.m. Eastern time
CONTROL NUMBER 123456789101
ABERDEEN TOTAL DYNAMIC DIVIDEND FUND
PROXY FOR AN ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 19, 2018
The undersigned hereby appoints Alan Goodson, Megan Kennedy and Heather Hasson, and each of them, as proxies of the undersigned, each with the power to appoint his or her substitute, for the Annual Meeting of Shareholders of the Aberdeen Total Dynamic Dividend Fund (“the Fund”), to be held on September 19, 2018, at 11:00 a.m. Eastern Time, at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103 (the “Annual Meeting”), and for any adjournment or postponement thereof, to vote, as designated on the reverse side, all shares of the Fund held by the undersigned at the close of business on July 20, 2018. Capitalized terms used without definition have the meanings given to them in the accompanying proxy statement.
The undersigned hereby revokes any prior proxy to vote at such Annual Meeting, and hereby ratifies and confirms all that said attorneys and proxies, or any of them, may lawfully do by virtue thereof.
Do you have questions? If you have any questions about how to vote your proxy or about the Annual Meeting in general, please call toll-free (888) 288-0951. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for this Annual Meeting of Shareholders to be held on September 19, 2018. The proxy statement for this meeting is available at:
https://proxyonline.com/docs/aberdeenfunds2018.pdf
| ABERDEEN TOTAL DYNAMIC DIVIDEND FUND | PROXY CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.
SIGNATURE (AND TITLE IF APPLICABLE) |
DATE | |
| SIGNATURE (IF HELD JOINTLY) | DATE |
This proxy is solicited on behalf of the Fund’s Board of Trustees, and the proposal below has been proposed by the Board of Trustees.
The proxy will be voted as specified below. If the proxy is executed, but with respect a proposal where no specification is made, this proxy will be voted in favor of the proposal and in the discretion of the above named proxies as to any other matter that may have properly come before the Annual Meeting or any adjournment or postponement thereof. Please indicate by filling the appropriate circle below:
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: l
1 |
To elect one Trustee, to serve a term of three years until the 2021 Annual Meeting and until his successor has been duly elected and qualifies. |
||||
FOR |
WITHHOLD | ||||
1.1 John Sievwright |
¡ | ¡ |
Your vote is important. If you are unable to attend the Annual Meeting in person, we urge you to complete, sign, date and return this proxy card using the enclosed postage prepaid envelope. Your prompt return of the proxy will help assure a quorum at the Annual Meeting and avoid additional expenses associated with further solicitation. Sending in your proxy will not prevent you from personally voting your shares at the Annual Meeting. You may revoke your proxy card, by writing the Secretary of the Fund or by attending the meeting and voting in person.
THANK YOU FOR VOTING