UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: |
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811-21980 |
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Exact name of registrant as specified in charter: |
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abrdn Total Dynamic Dividend Fund |
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Address of principal executive offices: |
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1900 Market Street, Suite 200 |
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Philadelphia, PA 19103 |
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Name and address of agent for service: |
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Sharon Ferrari |
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abrdn Inc. |
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1900 Market Street Suite 200 |
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Philadelphia, PA 19103 |
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Registrant’s telephone number, including area code: |
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1-800-522-5465 |
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Date of fiscal year end: |
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October 31 |
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Date of reporting period: |
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October 31, 2023 |
Item 1. Reports to Stockholders.
abrdn Global Dynamic Dividend Fund
(AGD)
abrdn Total Dynamic Dividend Fund
(AOD)
Annual Report
October 31, 2023
Letter to Shareholders (unaudited)
Dear Shareholder,
We present the Annual Report,
which covers the activities of abrdn Global Dynamic Dividend Fund ("AGD") and abrdn Total Dynamic Dividend Fund ("AOD") (collectively, the "Funds" and each a "Fund"), for the fiscal year ended October 31,
2023. The primary investment objective for AGD is to seek high current dividend income, more than 50% of which qualifies for the reduced federal income tax rate, as created by the Jobs and Growth Tax Relief
Reconciliation Act of 2003. The primary investment objective for AOD is to seek high current dividend income. The Funds also focus on long-term growth of capital as a secondary investment objective.
Total Investment Return1
For the fiscal year ended
October 31, 2023, the total return to shareholders of the Funds based on the net asset value (“NAV”) and market price of the Funds, respectively, is as follows:
| AGD
| AOD
|
NAV2,3
| 7.00%
| 8.01%
|
Market Price2
| 2.29%
| 5.41%
|
MSCI AC World Index (Net DTR)4
| 10.50%
| 10.50%
|
For more information about
AGD or AOD performance, please visit the Funds on the web at www.abrdnagd.com (AGD) and www.abrdnaod.com (AOD), respectively. On the web you can view quarterly commentary on the Funds' performance, monthly fact
sheets, distribution and performance information, and other Fund literature.
NAV, Market Price and Premium(+)/Discount(-)
The below tables represent
comparison from current fiscal year end to prior fiscal year end of market price to NAV and associated Premium(+) and Discount(-).
| AGD
|
|
|
| NAV
| Closing
Market
Price
| Premium(+)/
Discount(-)
|
10/31/2023
| $9.90
| $8.40
| -15.15%
|
10/31/2022
| $10.05
| $8.92
| -11.24%
|
During the fiscal year ended
October 31, 2023, AGD’s NAV was within a range of $9.74 to $11.31 and AGD’s market price traded within a range of $8.20 to $10.11. During the fiscal year ended October 31, 2023, AGD’s shares traded
within a range of a premium(+)/discount(-) of -8.96% to -16.50%.
| AOD
|
|
|
| NAV
| Closing
Market
Price
| Premium(+)/
Discount(-)
|
10/31/2023
| $8.54
| $7.26
| -14.99%
|
10/31/2022
| $8.61
| $7.50
| -12.89%
|
During the fiscal year ended
October 31, 2023, AOD's NAV was within a range of $8.39 to $9.72 and AOD's market price traded within a range of $7.02 to $8.54. During the fiscal year ended October 31, 2023, the AOD's shares traded within a range of
a premium(+)/discount(-) of -10.99% to -17.12%.
{foots1}
1
| Past performance is no guarantee of future results. Investment returns and principal value will fluctuate and shares, when sold, may be worth more or less than original cost. Current performance may be
lower or higher than the performance quoted. NAV return data includes 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 Funds' total return is based on the reported NAV for each financial reporting period end and may differ from what is reported on the Financial Highlights due to financial statement rounding or adjustments.
|
{foots1}
4
| The Morgan Stanley Capital International (MSCI) All Country (AC) World Index Net DailyTotal Return (DTR) is an unmanaged index considered representative of developed and emerging market stock
markets.The index is calculated net of withholding taxes to which the Funds are generally subject. Indexes are unmanaged and have been provided for comparison purposes only. No fees or expenses are reflected. You
cannot invest directly in an index.
|
Letter to Shareholders (unaudited) (continued)
Distribution Policy
The Funds' distributions to
common shareholders and the annualized distribution rates based on market price and NAV, respectively, for the fiscal year ended October 31, 2023 are shown in the table below:
Fund
| Distribution
per share
| NAV annualized
distribution rate
| Market Price
annualized
distribution rate
|
AGD
| $0.78
| 7.88%
| 9.29%
|
AOD
| $0.69
| 8.08%
| 9.50%
|
Since all distributions are
paid after deducting applicable withholding taxes, the effective distribution rate may be higher for those U.S. investors who are able to claim a tax credit.
On November 9, 2023 and
December 11, 2023, AOD and AGD announced that they will pay on November 30, 2023 and January 10, 2024, respectively, a distribution per share to all shareholders of record as of November 22, 2023 and December 29,
2023, respectively. AGD and AOD will pay a distribution of $0.065 and $0.0575 per share, respectively.
The Funds' policy is to
provide investors with a stable monthly distribution out of current income, supplemented by realized capital gains and, to the extent necessary, paid-in capital, which is a nontaxable return of capital. This policy is
subject to an annual review as well as regular review at the quarterly meetings of each Fund's Board of Trustees (each, a "Board" and collectively, the "Boards") unless market conditions require an earlier
evaluation.
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 a Fund's shares could be considered “unclaimed property” due to account inactivity (e.g., no owner-generated activity for a certain period), returned mail (e.g., when mail sent to
a shareholder is returned to the Funds' transfer agent as undeliverable), or a combination of both. If your Fund shares are categorized as unclaimed, your financial advisor or the Funds' transfer agent will
follow the applicable state’s statutory requirements to contact you, but if unsuccessful, laws may require that the shares be escheated to the appropriate state. If this happens, you will have to contact the
state to recover your property, which may involve time and expense. For more information on unclaimed property and how to maintain an active account, please contact your financial adviser or the Funds' transfer
agent.
Open Market Repurchase Program
The Boards approved an open
market repurchase and discount management policy (the “Program”). The Program allows the Funds to purchase, in the open market, their outstanding common shares, with the amount and timing of any repurchase
determined at the discretion of the Funds' investment adviser. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of management based on historical discount
levels and current market conditions. If shares are repurchased, a Fund will report repurchase activity on its website on a monthly basis. For the fiscal year ended October 31, 2023, the Funds did not repurchase
any shares through the Program.
On a quarterly basis, the
Boards will receive information on any transactions made pursuant to this policy during the prior quarter and management will post the number of shares repurchased on a Fund's website on a monthly basis.
Under the terms of the Program, each Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12 month period.
Portfolio Holdings Disclosure
The Funds' complete schedule
of portfolio holdings for the second and fourth quarters of each fiscal year are included in the Funds' semi-annual and annual reports to shareholders. Each Fund files its complete schedule of portfolio holdings with
the Securities and Exchange Commission (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 Funds make 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 Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds 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.
Investor Relations Information
As part of abrdn’s
commitment to shareholders, we invite you to visit the Funds on the web at www.abrdnagd.com (AGD) and www.abrdnaod.com (AOD). On the web 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
Letter to Shareholders (unaudited) (concluded)
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/en-us/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.
abrdn Global Dynamic Dividend Fund
Report of the Investment Adviser
(unaudited)
Market review - AGD
Global stock markets
generally rose over the past 12 months under review. Inflation dominated the economic environment. Central banks in western economies raised interest rates faster and much further than previously anticipated to
counter multi-decade-high inflation. Despite these aggressive central bank actions, core inflation—which strips out volatile items such as energy and food—stayed at elevated levels in many countries.
Nevertheless, global economic growth held up better than many investors expected, defying fears of a recession triggered by higher rates.
As U.S. and Eurozone
inflation trended down towards the end of 2022, investors’ hopes rose that an end to interest rate rises could be in sight. Therefore, 2023 started with strong stock market gains. However, the collapse of two
regional U.S. banks and the forced sale of Credit Suisse to rival UBS in March then evoked fears of a banking crisis. Despite an initial sell-off, stock markets recovered, helped by expectations of lower peak interest
rates. After more market volatility1 in April and May, equities performed strongly over June and July due to news of a compromise agreement on the U.S. debt ceiling2 and further encouraging inflation data. This was despite still-hawkish rhetoric from central banks. Equities then generated negative returns in
August, September, and October given concerns that interest rates would stay higher for longer, with the outbreak of war between Israel and Hamas adding to existing inflationary worries.
Fund performance review - AGD
The abrdn Global Dynamic
Dividend Fund returned 7.0% on a net asset value3 basis for the 12-month period ending October 31, 2023, versus the 10.5% return of its benchmark, the Morgan Stanley Capital International (MSCI) All
Country (AC) World Index (Net Daily Total Return), during the same period. The unlevered NAV returned 7.1% for the 12-month period ending October 2023 demonstrating that the leverage had a negative impact of -0.1% to
fund performance over that timeframe.
The Fund posted a positive
total return but underperformed its benchmark. Asset allocation and, to a lesser extent, stock selection detracted from performance. The Fund’s stock selection and underweight4 positions in both the information technology and communication services sectors were headwinds. By region, North
America detracted the most, mainly due to
stock selection, with a small negative effect from being underweight. Africa and the Middle East only slightly added value, as a positive effect from being underweight was partially offset by negative stock
selection.
The largest detractors from
performance were the Fund’s lack of exposure to semiconductor manufacturer NVIDIA and social media giant Meta Platforms (with the former only paying a small dividend and the latter not paying a dividend). A
holding in financial services technology provider Fidelity National Information Services also hurt performance.
Shares in U.S.-based
chipmaker NVIDIA surged after the company gave a very bullish sales forecast on the demand for artificial intelligence (AI) processors. This took the stock to an all-time high and dragged the rest of the sector up
with it. Shares in social media and advertising giant Meta Platforms also rose strongly as the company benefited from its aggressive cost-cutting programme and its investments in AI. The latter have helped the company
to attract traffic to Facebook and Instagram, as well as to increase its advertising revenues. Shares in Fidelity National Information Services, the U.S.-listed payment services provider, were weak due to
macroeconomic headwinds, particularly within its merchant and banking segments.
Conversely, the Fund’s
stock selection was positive in both the materials and financials sectors, with an overweight5 exposure to the former also beneficial. By region, Asia-Pacific (excluding Japan) was the largest positive due to stock selection. The overweight
exposure to Europe (excluding the U.K.) also added value, although stock selection was a negative.
At the individual stock
level, contributors to performance included holdings in semiconductor manufacturers BE Semiconductor Industries and Broadcom, as well as Japan-listed Mitsubishi UFJ Financial Group.
BE Semiconductor Industries
benefited from U.S.-based chipmaker NVIDIA’s previously mentioned very bullish sales forecast on the demand for AI processors. Broadcom shares performed well as the company reported strong results, helped by
surging demand for its
{foots1}
1
| If the price of a fund moves significantly over a short period of time it is said to be 'volatile' or has 'high volatility'. If the price remains relatively stable, it is said to have 'low volatility'. Volatility
can be used as a measure of risk.
|
{foots1}
2
| The maximum amount of money that the U.S. government is allowed to borrow to meet its obligations.
|
{foots1}
3
| A key measure of the value of a company, fund, or trust is the total value of assets less liabilities, divided by the number of shares.
|
{foots1}
4
| A portfolio holding less of a particular security (or sector or region) than the security’s weight in the benchmark portfolio.
|
{foots1}
5
| A portfolio holding an excess amount of a particular security (or sector or region) compared to the security’s weight in the benchmark portfolio.
|
abrdn Global Dynamic Dividend Fund (concluded)
Report of the Investment Adviser
(unaudited)
AI-related semiconductors. Mitsubishi UFJ
aided relative performance, largely due to interest rate actions initiated by the Bank of Japan.
Regarding the use of
derivatives, we continued to hedge a portion of the Fund’s currency exposure to the euro during the reporting period.
The Fund earns income through
a combination of investing in companies that pay dividends and implementing a dividend-capture strategy. In a dividend-capture trade, the Fund sells a stock on or shortly after the stock's ex-dividend6 date and reinvests the sales proceeds into one or more other stocks that are expected to pay dividends before the next dividend payment on the stock
that it is selling. While employing this strategy, the Fund purchases companies that pay regular and/or special dividends.
The monthly distribution7 reflects the Fund’s current policy to provide shareholders with a relatively stable cash flow per share. This policy did not have a
significant impact on the Fund’s investment strategy over the reporting period. During the 12-month period ending October 31, 2023, the distributions comprised the vast majority of dividend income. The Fund
issued distributions totaling $0.78 per share for the 12-month period ending October 31, 2023.
Outlook - AGD
Pressures caused by high
energy prices, geopolitical tensions, the cost-of-living crisis, and rising interest rates still prevail in many parts
of the world and will be around for some
time, in our view. While markets continue to move higher in many areas, particularly in the U.S., it remains a very narrow handful of stocks that are behind this. Against such a challenging backdrop, the portfolio
will remain diversified, defensive, and focused on businesses best positioned to manage financial pressures through to times of greater market stability. We believe that periods of market weakness, when they occur,
represent an opportunity for the long-term investor. We reiterate the importance of a diversified portfolio with a bottom-up investment approach focused on quality characteristics.
Risk Considerations
Past performance is not an
indication of future results.
Foreign securities may be
more volatile, harder to price and less liquid than U.S. securities. They are subject to risks associated with less stringent accounting and regulatory standards, the impact of currency exchange rate fluctuation,
political and economic instability, reduced information about issuers, higher transaction costs and delayed settlement. 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. The use of leverage will also increase market exposure and
magnify risk.
abrdn Investments Limited
{foots1}
6
| Also abbreviated as 'xd', this is a share sold without the right to receive the declared dividend payment which is marked as due to those shareholders who are on the share register. The stock market
authorities usually specify the date on which a share will begin trading 'xd'. The share price invariably drops when the share goes 'xd' taking the known income of the dividend out of the share price.
|
{foots1}
7
| The payment of any income generated by a fund.
|
abrdn Total Dynamic Dividend Fund
Report of the Investment Adviser
(unaudited)
Market review - AOD
Global stock markets
generally rose over the past 12 months under review. Inflation dominated the economic environment. Central banks in western economies raised interest rates faster and much further than previously anticipated to
counter multi-decade-high inflation. Despite these aggressive central bank actions, core inflation—which strips out volatile items such as energy and food—stayed at elevated levels in many countries.
Nevertheless, global economic growth held up better than many investors expected, defying fears of a recession triggered by higher rates.
As U.S. and Eurozone
inflation trended down towards the end of 2022, investors’ hopes rose that an end to interest rate rises could be in sight. Therefore, 2023 started with strong stock market gains. However, the collapse of two
regional U.S. banks and the forced sale of Credit Suisse to rival UBS in March then evoked fears of a banking crisis. Despite an initial sell-off, stock markets recovered, helped by expectations of lower peak interest
rates. After more market volatility1 in April and May, equities performed strongly over June and July due to news of a compromise agreement on the U.S. debt ceiling2 and further encouraging inflation data. This was despite still-hawkish rhetoric from central banks. Equities then generated negative returns in
August, September, and October given concerns that interest rates would stay higher for longer, with the outbreak of war between Israel and Hamas adding to existing inflationary worries.
Fund performance review - AOD
The abrdn Total Dynamic
Dividend Fund returned 8.0% on a net asset value3 basis for the 12-month period ending October 31, 2023, versus the 10.5% return of its benchmark, the Morgan Stanley Capital International (MSCI) All
Country (AC) World Index (Net Daily Total Return), during the same period. The unlevered NAV returned 8.1% for the 12-month period ending October 2023 demonstrating that the leverage had a negative impact of -0.1% to
fund performance over that timeframe.
The Fund posted a positive
total return but underperformed its benchmark. Asset allocation and, to a lesser extent, stock selection detracted from performance. The Fund’s stock selection and underweight4 positions in both the communication services and information technology sectors were headwinds. By region, North
America detracted the most, due to stock
selection. Japan only had a small positive impact as the value added from stock selection was mostly offset by a negative effect from being underweight.
The largest detractors from
performance were the Fund’s lack of exposure to semiconductor manufacturer NVIDIA and social media giant Meta Platforms (with the former only paying a small dividend and the latter not paying a dividend). A
holding in financial services technology provider Fidelity National Information Services also hurt performance.
Shares in U.S.-based
chipmaker NVIDIA surged after the company gave a very bullish sales forecast on the demand for artificial intelligence (AI) processors. This took the stock to an all-time high and dragged the rest of the sector up
with it. Shares in social media and advertising giant Meta Platforms also rose strongly as the company benefited from its aggressive cost-cutting programme and its investments in AI. The latter have helped the company
to attract traffic to Facebook and Instagram, as well as to increase its advertising revenues. Shares in Fidelity National Information Services, the U.S.-listed payment services provider, were weak due to
macroeconomic headwinds, particularly within its merchant and banking segments.
Conversely, the Fund’s
stock selection was positive in both the materials and financials sectors, with an overweight5 exposure to the former also beneficial. By region, Asia-Pacific (excluding Japan) was the largest positive due to stock selection. Exposure to the
U.K. also added value as positive stock selection was only partially offset by a negative effect from being overweight.
At the individual stock
level, key contributors to performance included holdings in semiconductor manufacturers BE Semiconductor Industries and Broadcom, as well as U.K.-listed industrial turnaround specialist Melrose Industries.
BE Semiconductor Industries
benefited from NVIDIA’s previously mentioned very bullish sales forecast on the demand for AI processors. Melrose Industries spun off its automotive business to become a pure-play aerospace company. In addition,
it held its first ‘capital markets day’ as a standalone company. Management presented a comprehensive overview of the aerospace business' positive fundamentals. Broadcom shares performed well as the
{foots1}
1
| If the price of a fund moves significantly over a short period of time it is said to be 'volatile' or has 'high volatility'. If the price remains relatively stable, it is said to have 'low volatility'. Volatility
can be used as a measure of risk.
|
{foots1}
2
| The maximum amount of money that the U.S. government is allowed to borrow to meet its obligations.
|
{foots1}
3
| A key measure of the value of a company, fund, or trust is the total value of assets less liabilities, divided by the number of shares.
|
{foots1}
4
| A portfolio holding less of a particular security (or sector or region) than the security’s weight in the benchmark portfolio.
|
{foots1}
5
| A portfolio holding an excess amount of a particular security (or sector or region) compared to the security’s weight in the benchmark portfolio.
|
abrdn Total Dynamic Dividend Fund (concluded)
Report of the Investment Adviser
(unaudited)
company reported strong results, helped by
surging demand for its AI-related semiconductors.
Regarding the use of
derivatives, we continued to hedge a portion of the Fund’s currency exposure to the euro during the reporting period.
The Fund earns income through
a combination of investing in companies that pay dividends and implementing a dividend-capture strategy. In a dividend-capture trade, the Fund sells a stock on or shortly after the stock's ex-dividend6 date and reinvests the sales proceeds into one or more other stocks that are expected to pay dividends before the next dividend payment on the stock
that it is selling. While employing this strategy, the Fund purchases companies that pay regular and/or special dividends.
The monthly distribution7 reflects the Fund’s current policy to provide shareholders with a relatively stable cash flow per share. This policy did not have a
significant impact on the Fund’s investment strategy over the reporting period. During the 12-month period ending October 31, 2023, the distributions comprised of net investment income and return of capital. The
Fund issued distributions totaling $0.69 per share for the 12-month period ending October 31, 2023.
Outlook - AOD
Pressures caused by high
energy prices, geopolitical tensions, the cost-of-living crisis, and rising interest rates still prevail in many parts of the world and will be around for some time, in our view. While
markets continue to move higher in many
areas, particularly in the U.S., it remains a very narrow handful of stocks that are behind this. Against such a challenging backdrop, the portfolio will remain diversified, defensive, and focused on businesses best
positioned to manage financial pressures through to times of greater market stability. We believe that periods of market weakness, when they occur, represent an opportunity for the long-term investor. We reiterate the
importance of a diversified portfolio with a bottom-up investment approach focused on quality characteristics.
Risk Considerations
Past performance is not an
indication of future results.
Foreign securities may be
more volatile, harder to price and less liquid than U.S. securities. They are subject to risks associated with less stringent accounting and regulatory standards, the impact of currency exchange rate fluctuation,
political and economic instability, reduced information about issuers, higher transaction costs and delayed settlement. 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. The use of leverage will also increase market exposure and
magnify risk.
abrdn Investments Limited
{foots1}
6
| Also abbreviated as 'xd', this is a share sold without the right to receive the declared dividend payment which is marked as due to those shareholders who are on the share register. The stock market
authorities usually specify the date on which a share will begin trading 'xd'. The share price invariably drops when the share goes 'xd' taking the known income of the dividend out of the share price.
|
{foots1}
7
| The payment of any income generated by a fund.
|
abrdn Global Dynamic Dividend Fund
Total Investment Return (unaudited)
The following table summarizes
the average annual Fund performance compared to the Fund’s primary benchmark for the 1-year, 3-year, 5-year and 10-year periods ended October 31, 2023.
AGD
| 1 Year
| 3 Years
| 5 Years
| 10 Years
|
Net Asset Value (NAV)
| 7.00%
| 6.92%
| 6.33%
| 7.04%
|
Market Price
| 2.29%
| 7.09%
| 6.13%
| 6.40%
|
MSCI AC World Index (Net DTR)
| 10.50%
| 6.68%
| 7.47%
| 6.81%
|
Performance of a $10,000
Investment for AGD (as of October 31, 2023)
This graph shows the change in
value of a hypothetical investment of $10,000 in the Fund for the periods indicated. For comparison, the same investment is shown in the indicated index.
abrdn Investments Limited (the
"Adviser") assumed responsibility for the management of the Fund as investment adviser on May 7, 2018. Performance prior to this date reflects the performance of an unaffiliated investment adviser.
The Adviser entered into a
written contract with the Fund to waive fees or limit expenses. This contract may not be terminated before June 30, 2024. Absent such waivers and/or reimbursements, the Fund's returns would be lower. Additionally,
abrdn Inc. has entered into an agreement with the Fund to limit investor relations services fees, without which performance would be lower if the Fund's investor services fees exceeded such limit during the relevant
period. This agreement aligns with the term of the advisory agreement and may not be terminated prior to the end of the current term of the advisory agreement. See Note 3 in the Notes to Financial Statements.
Returns represent past
performance. Total investment return at NAV is based on changes in the NAV of Fund shares and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program
sponsored by the Fund’s transfer agent. All return data at NAV includes fees charged to the Fund, which are listed in the Fund’s Statement of Operations under “Expenses.” Total investment
return at market value is based on changes in the market price at which the Fund’s shares traded on the NYSE during the period and assumes reinvestment of dividends and distributions, if any, at market prices
pursuant to the dividend reinvestment program sponsored by the Fund’s transfer agent. The Fund’s total investment return is based on the reported NAV as of the financial reporting period end date of
October 31, 2023. 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.abrdnagd.com or by calling 800-522-5465.
The net operating expense
ratio excluding fee waivers based on the fiscal year ended October 31, 2023 was 1.34%. The net operating expense ratio net of fee waivers based on the fiscal year ended October 31, 2023 was 1.19%. The net operating
expenses net of fee waivers and excluding interest expense based on the fiscal year ended October 31, 2023 was 1.19%.
abrdn Global Dynamic Dividend Fund
Portfolio Summary (as a percentage of net assets) (unaudited)
As of October 31, 2023
The following table summarizes
the sector composition of the Fund’s portfolio, in S&P Global Inc.’s Global Industry Classification Standard (“GICS”) Sectors . Industry allocation is shown below for any sector
representing more than 25% of net assets.
Sectors-AGD
|
|
Information Technology
| 18.4%
|
Financials
| 17.0%
|
Health Care
| 12.8%
|
Industrials
| 9.6%
|
Consumer Discretionary
| 8.3%
|
Consumer Staples
| 8.0%
|
Utilities
| 6.0%
|
Materials
| 5.7%
|
Communication Services
| 5.4%
|
Energy
| 4.8%
|
Real Estate
| 2.9%
|
Short-Term Investment
| 0.6%
|
Assets in Excess of Other Liabilities
| 0.5%
|
| 100.0%
|
The following chart summarizes
the composition of the Fund’s portfolio by geographic classification.
Countries-AGD
|
|
United States
| 61.5%
|
United Kingdom
| 6.8%
|
France
| 6.2%
|
Netherlands
| 4.3%
|
Germany
| 2.5%
|
China
| 2.2%
|
Other, less than 2% each
| 15.4%
|
Short-Term Investment
| 0.6%
|
Assets in Excess of Other Liabilities
| 0.5%
|
| 100.0%
|
The following were the
Fund’s top ten holdings as of October 31, 2023 :
Top Ten Holdings-AGD
|
|
Apple, Inc.
| 3.7%
|
Microsoft Corp.
| 3.5%
|
Alphabet, Inc.
| 1.8%
|
Broadcom, Inc.
| 1.8%
|
Engie SA
| 1.7%
|
Newmont Corp., CDI
| 1.7%
|
TJX Cos., Inc. (The)
| 1.6%
|
BE Semiconductor Industries NV
| 1.6%
|
Enbridge, Inc.
| 1.5%
|
Eli Lilly & Co.
| 1.5%
|
Portfolio of Investments
As of October 31, 2023
abrdn Global Dynamic Dividend Fund
| Shares or
Principal
Amount
| Value
|
COMMON STOCKS—97.7%
|
|
AUSTRALIA—0.8%
|
Materials—0.8%
|
|
|
|
Rio Tinto PLC, ADR
|
| 31,500
| $ 2,026,710
|
BRAZIL—1.8%
|
Industrials—0.9%
|
|
|
|
CCR SA
|
| 969,000
| 2,302,498
|
Materials—0.9%
|
|
|
|
Vale SA, ADR
|
| 152,000
| 2,083,920
|
Total Brazil
|
| 4,386,418
|
CANADA—1.5%
|
Energy—1.5%
|
|
|
|
Enbridge, Inc.(a)
|
| 116,600
| 3,735,864
|
CHINA—2.2%
|
Communication Services—0.9%
|
|
|
|
Tencent Holdings Ltd.
|
| 56,700
| 2,098,395
|
Financials—0.9%
|
|
|
|
Ping An Insurance Group Co. of China Ltd., H Shares
|
| 435,700
| 2,210,078
|
Real Estate—0.4%
|
|
|
|
China Vanke Co. Ltd., H Shares
|
| 1,165,300
| 1,090,203
|
Total China
|
| 5,398,676
|
DENMARK—1.4%
|
Financials—1.4%
|
|
|
|
Tryg A/S
|
| 170,500
| 3,329,448
|
EGYPT—0.5%
|
Energy—0.5%
|
|
|
|
Energean PLC
|
| 125,800
| 1,302,738
|
FINLAND—0.6%
|
Information Technology—0.6%
|
|
|
|
Nokia OYJ
|
| 416,406
| 1,386,915
|
FRANCE—6.2%
|
Consumer Discretionary—0.9%
|
|
|
|
LVMH Moet Hennessy Louis Vuitton SE
|
| 3,200
| 2,290,977
|
Consumer Staples—1.7%
|
|
|
|
Danone SA
|
| 49,000
| 2,915,032
|
Pernod Ricard SA
|
| 6,600
| 1,172,004
|
|
|
| 4,087,036
|
Energy—1.4%
|
|
|
|
TotalEnergies SE, ADR(a)
|
| 50,900
| 3,389,940
|
Industrials—0.5%
|
|
|
|
Teleperformance SE
|
| 11,800
| 1,357,492
|
Utilities—1.7%
|
|
|
|
Engie SA
|
| 260,900
| 4,149,584
|
Total France
|
| 15,275,029
|
GERMANY—2.5%
|
Financials—1.2%
|
|
|
|
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen
|
| 7,200
| 2,889,417
|
| Shares or
Principal
Amount
| Value
|
|
|
|
Utilities—1.3%
|
|
|
|
RWE AG
|
| 81,900
| $ 3,133,937
|
Total Germany
|
| 6,023,354
|
HONG KONG—1.0%
|
Financials—1.0%
|
|
|
|
Hong Kong Exchanges & Clearing Ltd.
|
| 70,600
| 2,469,775
|
JAPAN—1.8%
|
Financials—1.1%
|
|
|
|
Mitsubishi UFJ Financial Group, Inc.
|
| 319,000
| 2,676,138
|
Real Estate—0.7%
|
|
|
|
GLP J-REIT
|
| 2,000
| 1,791,314
|
Total Japan
|
| 4,467,452
|
NETHERLANDS—4.3%
|
Consumer Staples—0.5%
|
|
|
|
Heineken NV
|
| 13,300
| 1,194,918
|
Financials—1.1%
|
|
|
|
ING Groep NV, Series N
|
| 209,500
| 2,685,900
|
Information Technology—2.7%
|
|
|
|
ASML Holding NV
|
| 4,600
| 2,765,154
|
BE Semiconductor Industries NV
|
| 39,100
| 4,039,018
|
|
|
| 6,804,172
|
Total Netherlands
|
| 10,684,990
|
NORWAY—0.9%
|
Communication Services—0.9%
|
|
|
|
Telenor ASA
|
| 224,700
| 2,296,972
|
SINGAPORE—1.3%
|
Financials—1.3%
|
|
|
|
Oversea-Chinese Banking Corp. Ltd.
|
| 342,000
| 3,170,720
|
SPAIN—0.9%
|
Consumer Discretionary—0.9%
|
|
|
|
Amadeus IT Group SA
|
| 36,660
| 2,092,289
|
SWEDEN—0.6%
|
Industrials—0.6%
|
|
|
|
Atlas Copco AB, A Shares
|
| 105,900
| 1,371,301
|
TAIWAN—1.1%
|
Information Technology—1.1%
|
|
|
|
Taiwan Semiconductor Manufacturing Co. Ltd., ADR
|
| 170,200
| 2,779,793
|
UNITED KINGDOM—6.8%
|
Communication Services—0.8%
|
|
|
|
Vodafone Group PLC, ADR(a)
|
| 208,700
| 1,928,388
|
Consumer Discretionary—1.1%
|
|
|
|
Taylor Wimpey PLC
|
| 2,071,592
| 2,797,980
|
Energy—0.2%
|
|
|
|
Capricorn Energy PLC
|
| 226,942
| 430,883
|
Financials—1.4%
|
|
|
|
Allfunds Group PLC
|
| 177,100
| 906,420
|
London Stock Exchange Group PLC
|
| 25,700
| 2,593,002
|
|
|
| 3,499,422
|
See accompanying Notes to
Financial Statements.
Portfolio of Investments (continued)
As of October 31, 2023
abrdn Global Dynamic Dividend Fund
| Shares or
Principal
Amount
| Value
|
COMMON STOCKS (continued)
|
|
UNITED KINGDOM (continued)
|
Health Care—2.3%
|
|
|
|
AstraZeneca PLC, ADR(a)
|
| 49,900
| $ 3,155,177
|
Dechra Pharmaceuticals PLC
|
| 54,234
| 2,513,690
|
|
|
| 5,668,867
|
Industrials—1.0%
|
|
|
|
Melrose Industries PLC
|
| 433,033
| 2,465,591
|
Total United Kingdom
|
| 16,791,131
|
UNITED STATES—61.5%
|
Communication Services—2.8%
|
|
|
|
Alphabet, Inc., Class C(a)(b)
|
| 36,000
| 4,510,800
|
TKO Group Holdings, Inc.
|
| 30,271
| 2,481,617
|
|
|
| 6,992,417
|
Consumer Discretionary—5.4%
|
|
|
|
Aptiv PLC(a)(b)
|
| 24,400
| 2,127,680
|
Genuine Parts Co.(a)
|
| 18,600
| 2,396,796
|
Las Vegas Sands Corp.
|
| 35,400
| 1,680,084
|
Lowe's Cos., Inc.(a)
|
| 16,100
| 3,068,177
|
TJX Cos., Inc. (The)(a)
|
| 46,100
| 4,060,027
|
|
|
| 13,332,764
|
Consumer Staples—5.8%
|
|
|
|
Coca-Cola Co. (The)(a)
|
| 58,700
| 3,315,963
|
Keurig Dr Pepper, Inc.
|
| 81,100
| 2,459,763
|
Mondelez International, Inc., Class A(a)
|
| 50,300
| 3,330,363
|
Nestle SA
|
| 25,210
| 2,718,614
|
Target Corp.(a)
|
| 21,700
| 2,404,143
|
|
|
| 14,228,846
|
Energy—1.2%
|
|
|
|
Williams Cos., Inc. (The)(a)
|
| 85,585
| 2,944,124
|
Financials—7.6%
|
|
|
|
Bank of America Corp.(a)
|
| 86,500
| 2,278,410
|
Blackstone, Inc., Class A
|
| 27,354
| 2,526,142
|
CME Group, Inc.
|
| 13,300
| 2,839,018
|
Fidelity National Information Services, Inc.
|
| 43,339
| 2,128,378
|
Goldman Sachs Group, Inc. (The)
|
| 9,500
| 2,884,295
|
Huntington Bancshares, Inc.
|
| 235,700
| 2,274,505
|
JPMorgan Chase & Co.
|
| 20,900
| 2,906,354
|
MetLife, Inc.
|
| 16,000
| 960,160
|
|
|
| 18,797,262
|
Health Care—10.5%
|
|
|
|
AbbVie, Inc.(a)
|
| 24,212
| 3,418,250
|
Baxter International, Inc.
|
| 49,700
| 1,611,771
|
Bristol-Myers Squibb Co.(a)
|
| 42,408
| 2,185,284
|
CVS Health Corp.
|
| 37,100
| 2,560,271
|
Eli Lilly & Co.(a)
|
| 6,600
| 3,655,938
|
Medtronic PLC(a)
|
| 29,000
| 2,046,240
|
Merck & Co., Inc.
|
| 23,985
| 2,463,259
|
Roche Holding AG
|
| 8,210
| 2,115,796
|
Sanofi SA
|
| 30,900
| 2,805,913
|
UnitedHealth Group, Inc.(a)
|
| 5,592
| 2,994,852
|
|
|
| 25,857,574
|
Industrials—6.6%
|
|
|
|
FedEx Corp.(a)
|
| 13,500
| 3,241,350
|
| Shares or
Principal
Amount
| Value
|
|
|
|
Ferrovial SE
|
| 103,000
| $ 3,099,892
|
Norfolk Southern Corp.
|
| 11,200
| 2,136,848
|
Schneider Electric SE
|
| 20,000
| 3,077,146
|
Stanley Black & Decker, Inc.
|
| 22,800
| 1,939,140
|
Waste Management, Inc.
|
| 16,500
| 2,711,445
|
|
|
| 16,205,821
|
Information Technology—12.8%
|
|
|
|
Amdocs Ltd.
|
| 36,500
| 2,925,840
|
Analog Devices, Inc.
|
| 18,100
| 2,847,673
|
Apple, Inc.(a)
|
| 54,000
| 9,221,580
|
Broadcom, Inc.(a)
|
| 5,326
| 4,481,136
|
Cisco Systems, Inc.
|
| 63,600
| 3,315,468
|
Microsoft Corp.(a)
|
| 25,626
| 8,664,407
|
|
|
| 31,456,104
|
Materials—4.0%
|
|
|
|
Air Products & Chemicals, Inc.
|
| 7,900
| 2,231,276
|
Linde PLC
|
| 9,200
| 3,514,950
|
Newmont Corp., CDI(b)
|
| 107,160
| 4,106,487
|
|
|
| 9,852,713
|
Real Estate—1.8%
|
|
|
|
American Tower Corp., REIT
|
| 11,500
| 2,049,185
|
Gaming and Leisure Properties, Inc., REIT(a)
|
| 53,991
| 2,450,652
|
|
|
| 4,499,837
|
Utilities—3.0%
|
|
|
|
CMS Energy Corp.(a)
|
| 43,800
| 2,380,092
|
FirstEnergy Corp.
|
| 59,600
| 2,121,760
|
NextEra Energy Partners LP
|
| 22,800
| 617,196
|
NextEra Energy, Inc.(a)
|
| 37,100
| 2,162,930
|
|
|
| 7,281,978
|
Total United States
|
| 151,449,440
|
Total Common Stocks
|
| 240,439,015
|
CORPORATE BONDS—0.0%
|
|
UNITED STATES—0.0%
|
Diversified Financial Services—0.0%
|
|
|
|
Fixed Income Pass-Through Trust, Class B, Series 2007-C, 0.00%, 01/15/2087(c)
| $
| 500,000
| 500
|
Total Corporate Bonds
|
| 500
|
PREFERRED STOCKS—1.2%
|
|
SOUTH KOREA—1.2%
|
Information Technology—1.2%
|
|
|
|
Samsung Electronics Co. Ltd.
|
| 75,400
| 3,010,323
|
Total Preferred Stocks
|
| 3,010,323
|
SHORT-TERM INVESTMENT—0.6%
|
|
State Street Institutional U.S. Government Money Market Fund, Premier Class, 5.30%(d)
|
| 1,616,230
| 1,616,230
|
Total Short-Term Investment
|
| 1,616,230
|
Total Investments
(Cost $236,488,786)(e)—99.5%
| 245,066,068
|
Other Assets in Excess of Liabilities—0.5%
| 1,152,300
|
Net Assets—100.0%
| $246,218,368
|
See Notes to Financial
Statements.
Portfolio of Investments (concluded)
As of October 31, 2023
abrdn Global Dynamic Dividend Fund
(a)
| All or a portion of the security has been designated as collateral for the line of credit.
|
(b)
| Non-income producing security.
|
(c)
| Denotes a security issued under Regulation S or Rule 144A.
|
(d)
| Registered investment company advised by State Street Global Advisors. The rate shown is the 7 day yield as of October 31, 2023.
|
(e)
| See accompanying Notes to Financial Statements for tax unrealized appreciation/(depreciation) of securities.
|
ADR
| American Depositary Receipt
|
EUR
| Euro Currency
|
PLC
| Public Limited Company
|
REIT
| Real Estate Investment Trust
|
USD
| U.S. Dollar
|
At October 31, 2023, the Fund held the following forward foreign currency contracts:
|
Sale Contracts
Settlement Date
| Counterparty
| Currency
Purchased
| Amount
Purchased
| Currency
Sold
| Amount
Sold
| Fair Value
| Unrealized
Appreciation/
(Depreciation)
|
United States Dollar/Euro
|
|
|
|
|
|
01/19/2024
| Royal Bank of Canada
| USD
| 20,666,921
| EUR
| 19,400,000
| $20,604,104
| $62,817
|
See Notes to Financial
Statements.
abrdn Total Dynamic Dividend Fund
Total Investment Return (unaudited)
The following table summarizes
the average annual Fund performance compared to the Fund’s primary benchmark for the 1-year, 3-year, 5-year and 10-year periods ended October 31, 2023.
AOD
| 1 Year
| 3 Years
| 5 Years
| 10 Years
|
Net Asset Value (NAV)
| 8.01%
| 7.21%
| 6.56%
| 6.98%
|
Market Price
| 5.41%
| 7.91%
| 6.54%
| 6.99%
|
MSCI AC World Index (Net DTR)
| 10.50%
| 6.68%
| 7.47%
| 6.81%
|
Performance of a $10,000
Investment for AOD (as of October 31, 2023)
This graph shows the change in
value of a hypothetical investment of $10,000 in the Fund for the periods indicated. For comparison, the same investment is shown in the indicated index.
abrdn Investments Limited (the
"Adviser") assumed responsibility for the management of the Fund as investment adviser on May 7, 2018. Performance prior to this date reflects the performance of an unaffiliated investment adviser.
The Adviser entered into a
written contract with the Fund to waive fees or limit expenses. This contract may not be terminated before June 30, 2024. Absent such waivers and/or reimbursements, the Fund's returns would be lower. Additionally,
abrdn Inc. has entered into an agreement with the Fund to limit investor relations services fees, without which performance would be lower if the Fund's investor services fees exceeded such limit during the relevant
period. This agreement aligns with the term of the advisory agreement and may not be terminated prior to the end of the current term of the advisory agreement. See Note 3 in the Notes to Financial Statements.
Returns represent past
performance. Total investment return at NAV is based on changes in the NAV of Fund shares and assumes reinvestment of dividends and distributions, if any, at market prices pursuant to the dividend reinvestment program
sponsored by the Fund’s transfer agent. All return data at NAV includes fees charged to the Fund, which are listed in the Fund’s Statement of Operations under “Expenses.” Total investment
return at market value is based on changes in the market price at which the Fund’s shares traded on the NYSE during the period and assumes reinvestment of dividends and distributions, if any, at market prices
pursuant to the dividend reinvestment program sponsored by the Fund’s transfer agent. The Fund’s total investment return is based on the reported NAV as of the financial reporting period end date of
October 31, 2023. 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.abrdnaod.com or by calling 800-522-5465.
The net operating expense
ratio excluding fee waivers based on the fiscal year ended October 31, 2023 was 1.36%. The net operating expense ratio net of fee waivers based on the fiscal year ended October 31, 2023 was 1.27%. The net operating
expenses net of fee waivers and excluding interest expense based on the fiscal year ended October 31, 2023 was 1.15%.
abrdn Total Dynamic Dividend Fund
Portfolio Summary (as a percentage of net assets) (unaudited)
As of October 31, 2023
The following table summarizes
the sector composition of the Fund’s portfolio, in S&P Global Inc.’s Global Industry Classification Standard (“GICS”) Sectors . Industry allocation is shown below for any sector
representing more than 25% of net assets.
Sectors-AOD
|
|
Information Technology
| 19.6%
|
Financials
| 16.8%
|
Health Care
| 12.6%
|
Industrials
| 10.1%
|
Consumer Discretionary
| 9.0%
|
Consumer Staples
| 8.7%
|
Communication Services
| 6.4%
|
Utilities
| 6.3%
|
Materials
| 5.9%
|
Energy
| 4.8%
|
Real Estate
| 3.3%
|
Short-Term Investment
| 0.7%
|
Liabilities in Excess of Other Assets
| (4.2%)
|
| 100.0%
|
The following chart summarizes
the composition of the Fund’s portfolio by geographic classification.
Countries-AOD
|
|
United States
| 64.8%
|
France
| 7.1%
|
United Kingdom
| 5.6%
|
Netherlands
| 4.6%
|
Germany
| 2.7%
|
China
| 2.3%
|
Other, less than 2% each
| 16.4%
|
Short-Term Investment
| 0.7%
|
Liabilities in Excess of Other Assets
| (4.2%)
|
| 100.0%
|
The following were the
Fund’s top ten holdings as of October 31, 2023 :
Top Ten Holdings-AOD
|
|
Apple, Inc.
| 4.1%
|
Microsoft Corp.
| 3.6%
|
Broadcom, Inc.
| 1.9%
|
Alphabet, Inc.
| 1.9%
|
TotalEnergies SE, ADR
| 1.8%
|
BE Semiconductor Industries NV
| 1.8%
|
Newmont Corp., CDI
| 1.7%
|
TJX Cos., Inc. (The)
| 1.7%
|
Engie SA
| 1.7%
|
Eli Lilly & Co.
| 1.7%
|
Portfolio of Investments
As of October 31, 2023
abrdn Total Dynamic Dividend Fund
| Shares
| Value
|
COMMON STOCKS—102.3%
|
|
AUSTRALIA—0.8%
|
Materials—0.8%
|
|
|
|
Rio Tinto PLC, ADR
|
| 118,000
| $ 7,592,120
|
BRAZIL—1.9%
|
Industrials—1.0%
|
|
|
|
CCR SA
|
| 3,650,100
| 8,673,218
|
Materials—0.9%
|
|
|
|
Vale SA, ADR
|
| 585,500
| 8,027,205
|
Total Brazil
|
| 16,700,423
|
CANADA—1.6%
|
Energy—1.6%
|
|
|
|
Enbridge, Inc.
|
| 444,600
| 14,244,984
|
CHINA—2.3%
|
Communication Services—0.9%
|
|
|
|
Tencent Holdings Ltd.
|
| 220,200
| 8,149,323
|
Financials—0.9%
|
|
|
|
Ping An Insurance Group Co. of China Ltd., H Shares
|
| 1,652,900
| 8,384,294
|
Real Estate—0.5%
|
|
|
|
China Vanke Co. Ltd., H Shares
|
| 4,490,800
| 4,201,394
|
Total China
|
| 20,735,011
|
DENMARK—1.4%
|
Financials—1.4%
|
|
|
|
Tryg A/S
|
| 634,900
| 12,398,045
|
FINLAND—0.6%
|
Information Technology—0.6%
|
|
|
|
Nokia OYJ
|
| 1,531,806
| 5,101,957
|
FRANCE—7.1%
|
Consumer Discretionary—1.1%
|
|
|
|
LVMH Moet Hennessy Louis Vuitton SE
|
| 13,550
| 9,700,856
|
Consumer Staples—1.9%
|
|
|
|
Danone SA
|
| 203,300
| 12,094,410
|
Pernod Ricard SA
|
| 30,500
| 5,416,078
|
|
|
| 17,510,488
|
Energy—1.8%
|
|
|
|
TotalEnergies SE, ADR(a)
|
| 240,300
| 16,003,980
|
Industrials—0.6%
|
|
|
|
Teleperformance SE
|
| 44,600
| 5,130,858
|
Utilities—1.7%
|
|
|
|
Engie SA
|
| 976,200
| 15,526,348
|
Total France
|
| 63,872,530
|
GERMANY—2.7%
|
Financials—1.2%
|
|
|
|
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen
|
| 27,800
| 11,156,361
|
Utilities—1.5%
|
|
|
|
RWE AG
|
| 343,400
| 13,140,340
|
Total Germany
|
| 24,296,701
|
HONG KONG—1.0%
|
Financials—1.0%
|
|
|
|
Hong Kong Exchanges & Clearing Ltd.
|
| 266,500
| 9,322,874
|
| Shares
| Value
|
|
|
JAPAN—1.9%
|
Financials—1.1%
|
|
|
|
Mitsubishi UFJ Financial Group, Inc.
|
| 1,232,700
| $ 10,341,302
|
Real Estate—0.8%
|
|
|
|
GLP J-REIT
|
| 7,600
| 6,806,993
|
Total Japan
|
| 17,148,295
|
NETHERLANDS—4.6%
|
Consumer Staples—0.6%
|
|
|
|
Heineken NV
|
| 62,500
| 5,615,216
|
Financials—1.1%
|
|
|
|
ING Groep NV, Series N
|
| 793,700
| 10,175,651
|
Information Technology—2.9%
|
|
|
|
ASML Holding NV
|
| 16,800
| 10,098,823
|
BE Semiconductor Industries NV
|
| 152,800
| 15,784,194
|
|
|
| 25,883,017
|
Total Netherlands
|
| 41,673,884
|
NORWAY—1.0%
|
Communication Services—1.0%
|
|
|
|
Telenor ASA
|
| 890,530
| 9,103,347
|
SINGAPORE—1.3%
|
Financials—1.3%
|
|
|
|
Oversea-Chinese Banking Corp. Ltd.
|
| 1,298,471
| 12,038,269
|
SPAIN—1.7%
|
Communication Services—0.8%
|
|
|
|
Cellnex Telecom SA(b)(c)
|
| 241,800
| 7,107,975
|
Consumer Discretionary—0.9%
|
|
|
|
Amadeus IT Group SA
|
| 138,600
| 7,910,292
|
Total Spain
|
| 15,018,267
|
SWEDEN—0.6%
|
Industrials—0.6%
|
|
|
|
Atlas Copco AB, A Shares
|
| 404,400
| 5,236,583
|
TAIWAN—1.4%
|
Information Technology—1.4%
|
|
|
|
Taiwan Semiconductor Manufacturing Co. Ltd., ADR
|
| 752,000
| 12,282,045
|
UNITED KINGDOM—5.6%
|
Communication Services—0.8%
|
|
|
|
Vodafone Group PLC, ADR
|
| 777,900
| 7,187,796
|
Consumer Discretionary—1.2%
|
|
|
|
Taylor Wimpey PLC
|
| 7,944,607
| 10,730,324
|
Energy—0.1%
|
|
|
|
Capricorn Energy PLC
|
| 655,111
| 1,243,825
|
Financials—1.1%
|
|
|
|
London Stock Exchange Group PLC
|
| 98,400
| 9,928,071
|
Health Care—1.3%
|
|
|
|
AstraZeneca PLC, ADR
|
| 192,300
| 12,159,129
|
Industrials—1.1%
|
|
|
|
Melrose Industries PLC
|
| 1,664,770
| 9,478,821
|
Total United Kingdom
|
| 50,727,966
|
See accompanying Notes to
Financial Statements.
Portfolio of Investments (continued)
As of October 31, 2023
abrdn Total Dynamic Dividend Fund
| Shares
| Value
|
COMMON STOCKS (continued)
|
|
UNITED STATES—64.8%
|
Communication Services—2.9%
|
|
|
|
Alphabet, Inc., Class C(a)(c)
|
| 136,200
| $ 17,065,860
|
TKO Group Holdings, Inc.
|
| 114,866
| 9,416,715
|
|
|
| 26,482,575
|
Consumer Discretionary—5.8%
|
|
|
|
Aptiv PLC(a)(c)
|
| 91,100
| 7,943,920
|
Genuine Parts Co.
|
| 72,500
| 9,342,350
|
Las Vegas Sands Corp.
|
| 138,600
| 6,577,956
|
Lowe's Cos., Inc.(a)
|
| 68,000
| 12,958,760
|
TJX Cos., Inc. (The)(a)
|
| 177,700
| 15,650,039
|
|
|
| 52,473,025
|
Consumer Staples—6.2%
|
|
|
|
Coca-Cola Co. (The)
|
| 239,400
| 13,523,706
|
Keurig Dr Pepper, Inc.
|
| 303,500
| 9,205,155
|
Mondelez International, Inc., Class A(a)
|
| 190,200
| 12,593,142
|
Nestle SA
|
| 100,300
| 10,816,224
|
Target Corp.(a)
|
| 85,500
| 9,472,545
|
|
|
| 55,610,772
|
Energy—1.3%
|
|
|
|
Williams Cos., Inc. (The)
|
| 326,200
| 11,221,280
|
Financials—7.7%
|
|
|
|
Bank of America Corp.(a)
|
| 306,700
| 8,078,478
|
Blackstone, Inc., Class A
|
| 110,000
| 10,158,500
|
CME Group, Inc.
|
| 50,700
| 10,822,422
|
Fidelity National Information Services, Inc.
|
| 148,900
| 7,312,479
|
Goldman Sachs Group, Inc. (The)
|
| 34,800
| 10,565,628
|
Huntington Bancshares, Inc.(a)
|
| 766,300
| 7,394,795
|
JPMorgan Chase & Co.
|
| 77,300
| 10,749,338
|
MetLife, Inc.
|
| 61,900
| 3,714,619
|
|
|
| 68,796,259
|
Health Care—11.3%
|
|
|
|
AbbVie, Inc.
|
| 91,000
| 12,847,380
|
Baxter International, Inc.
|
| 157,300
| 5,101,239
|
Bristol-Myers Squibb Co.(a)
|
| 162,900
| 8,394,237
|
CVS Health Corp.
|
| 139,300
| 9,613,093
|
Eli Lilly & Co.
|
| 27,100
| 15,011,503
|
Medtronic PLC(a)
|
| 118,900
| 8,389,584
|
Merck & Co., Inc.
|
| 89,100
| 9,150,570
|
Roche Holding AG
|
| 42,200
| 10,875,344
|
Sanofi SA
|
| 118,593
| 10,768,984
|
UnitedHealth Group, Inc.(a)
|
| 21,900
| 11,728,764
|
|
|
| 101,880,698
|
Industrials—6.8%
|
|
|
|
FedEx Corp.(a)
|
| 51,800
| 12,437,180
|
Ferrovial SE
|
| 384,314
| 11,566,330
|
Norfolk Southern Corp.(a)
|
| 39,400
| 7,517,126
|
Schneider Electric SE
|
| 80,800
| 12,431,670
|
Stanley Black & Decker, Inc.
|
| 87,400
| 7,433,370
|
Waste Management, Inc.
|
| 62,100
| 10,204,893
|
|
|
| 61,590,569
|
| Shares
| Value
|
|
|
|
Information Technology—13.5%
|
|
|
|
Amdocs Ltd.
|
| 142,100
| $ 11,390,736
|
Analog Devices, Inc.
|
| 68,600
| 10,792,838
|
Apple, Inc.(a)
|
| 213,600
| 36,476,472
|
Broadcom, Inc.(a)
|
| 20,800
| 17,500,496
|
Cisco Systems, Inc.(a)
|
| 245,300
| 12,787,489
|
Microsoft Corp.(a)
|
| 97,200
| 32,864,292
|
|
|
| 121,812,323
|
Materials—4.2%
|
|
|
|
Air Products & Chemicals, Inc.
|
| 30,700
| 8,670,908
|
Linde PLC
|
| 35,700
| 13,639,534
|
Newmont Corp., CDI(c)
|
| 410,840
| 15,743,832
|
|
|
| 38,054,274
|
Real Estate—2.0%
|
|
|
|
American Tower Corp., REIT
|
| 46,400
| 8,268,016
|
Gaming and Leisure Properties, Inc., REIT
|
| 206,800
| 9,386,652
|
|
|
| 17,654,668
|
Utilities—3.1%
|
|
|
|
CMS Energy Corp.(a)
|
| 156,000
| 8,477,040
|
FirstEnergy Corp.(a)
|
| 238,000
| 8,472,800
|
NextEra Energy Partners LP
|
| 84,900
| 2,298,243
|
NextEra Energy, Inc.(a)
|
| 146,000
| 8,511,800
|
|
|
| 27,759,883
|
Total United States
|
| 583,336,326
|
Total Common Stocks
|
| 920,829,627
|
PREFERRED STOCKS—1.2%
|
|
SOUTH KOREA—1.2%
|
Information Technology—1.2%
|
|
|
|
Samsung Electronics Co. Ltd.
|
| 288,800
| 11,530,256
|
Total Preferred Stocks
|
| 11,530,256
|
SHORT-TERM INVESTMENT—0.7%
|
|
State Street Institutional U.S. Government Money Market Fund, Premier Class, 5.30%(d)
|
| 6,062,282
| 6,062,282
|
Total Short-Term Investment
|
| 6,062,282
|
Total Investments
(Cost $825,158,467)(e)—104.2%
| 938,422,165
|
Liabilities in Excess of Other Assets—(4.2%)
| (38,157,740)
|
Net Assets—100.0%
| $900,264,425
|
(a)
| All or a portion of the security has been designated as collateral for the line of credit.
|
(b)
| Denotes a security issued under Regulation S or Rule 144A.
|
(c)
| Non-income producing security.
|
(d)
| Registered investment company advised by State Street Global Advisors. The rate shown is the 7 day yield as of October 31, 2023.
|
(e)
| See accompanying Notes to Financial Statements for tax unrealized appreciation/(depreciation) of securities.
|
ADR
| American Depositary Receipt
|
PLC
| Public Limited Company
|
REIT
| Real Estate Investment Trust
|
See Notes to Financial
Statements.
Portfolio of Investments (concluded)
As of October 31, 2023
abrdn Total Dynamic Dividend Fund
At October 31, 2023, the Fund held the following forward foreign currency contracts:
|
Sale Contracts
Settlement Date
| Counterparty
| Currency
Purchased
| Amount
Purchased
| Currency
Sold
| Amount
Sold
| Fair Value
| Unrealized
Appreciation/
(Depreciation)
|
United States Dollar/Euro
|
|
|
|
|
|
01/19/2024
| Royal Bank of Canada
| USD
| 78,301,417
| EUR
| 73,500,000
| $78,061,941
| $239,476
|
See Notes to Financial
Statements.
Statement of Assets and Liabilities
October 31, 2023
Assets
| abrdn
Global Dynamic
Dividend Fund
| abrdn
Total Dynamic
Dividend Fund
|
Investments, at value
| $ 243,449,838
| $ 932,359,883
|
Short-term investments, at value
| 1,616,230
| 6,062,282
|
Cash
| 211,645
| 746,526
|
Receivable for investments sold
| 776,454
| 3,004,170
|
Interest and dividends receivable
| 1,191,150
| 4,477,122
|
Unrealized appreciation on forward foreign currency exchange contracts
| 62,817
| 239,476
|
Tax reclaim receivable
| 1,023,352
| 4,417,690
|
Prepaid expenses
| 4,805
| 17,590
|
Other assets
| 42,701
| —
|
Total assets
| 248,378,992
| 951,324,739
|
Liabilities
|
|
|
Line of credit payable (Note 7)
| 1,536,822
| 49,051,955
|
Due to custodian
| 225,682
| 862,565
|
Investment management fees payable (Note 3)
| 162,743
| 659,399
|
Administration fees payable (Note 3)
| 16,954
| 62,004
|
Investor relations fees payable (Note 3)
| 11,862
| 20,768
|
Interest payable on line of credit
| 2,280
| 207,460
|
Other accrued expenses
| 204,281
| 196,163
|
Total liabilities
| 2,160,624
| 51,060,314
|
|
Net Assets
| $246,218,368
| $900,264,425
|
Cost:
|
|
|
Investments
| 234,872,556
| 819,096,185
|
Short-Term Investments
| 1,616,230
| 6,062,282
|
Composition of Net Assets
|
|
|
Paid-in capital in excess of par
| 270,690,204
| 990,459,099
|
Distributable accumulated loss
| (24,471,836)
| (90,194,674)
|
Net Assets
| $246,218,368
| $900,264,425
|
Net asset value per share
| $9.90
| $8.54
|
Shares issued and outstanding
| 24,865,081
| 105,430,999
|
Amounts listed as
“–” are $0 or round to $0.
See Notes to Financial
Statements.
Statement of Operations
For the Year Ended October 31, 2023
| abrdn
Global Dynamic
Dividend Fund
| abrdn
Total Dynamic
Dividend Fund
|
Net Investment Income
|
|
|
Investment Income:
|
|
|
Dividends
| $ 19,652,286
| $ 81,099,979
|
Interest and other income
| 32,335
| 8,745
|
Foreign taxes withheld
| (1,744,510)
| (7,135,892)
|
Total investment income
| 17,940,111
| 73,972,832
|
Expenses:
|
|
|
Investment management fee (Note 3)
| 2,197,909
| 9,980,478
|
Administration fee (Note 3)
| 175,833
| 782,162
|
Reports to shareholders and proxy solicitation
| 95,608
| 187,540
|
Investor relations fees and expenses (Note 3)
| 77,734
| 251,396
|
Custodian’s fees and expenses
| 72,057
| 86,635
|
Trustees' fees and expenses
| 62,254
| 124,067
|
Legal fees and expenses
| 61,276
| 255,148
|
Independent auditors’ fees and expenses
| 46,110
| 77,610
|
Transfer agent’s fees and expenses
| 17,185
| 16,985
|
Miscellaneous
| 118,022
| 282,093
|
Total operating expenses, excluding interest expense
| 2,923,988
| 12,044,114
|
Interest expense (Note 7)
| 12,465
| 1,254,874
|
Total operating expenses before reimbursed/waived expenses
| 2,936,453
| 13,298,988
|
Expenses waived (Note 3)
| (317,076)
| (840,966)
|
Net expenses
| 2,619,377
| 12,458,022
|
|
Net Investment Income
| 15,320,734
| 61,514,810
|
Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions:
|
|
|
Net realized gain/(loss) from:
|
|
|
Investment transactions
| (7,455,131)
| (27,107,002)
|
Forward foreign currency exchange contracts
| 201,771
| (537,447)
|
Foreign currency transactions
| (256,914)
| (406,718)
|
| (7,510,274)
| (28,051,167)
|
Net change in unrealized appreciation/(depreciation) on:
|
|
|
Investments
| (968,444)
| 30,665,131
|
Forward foreign currency exchange contracts
| 102,221
| 595,365
|
Foreign currency translation
| 10,400
| 248,782
|
| (855,823)
| 31,509,278
|
Net realized and unrealized gain (loss) from investments, forward foreign currency
exchange contracts and foreign currencies
| (8,366,097)
| 3,458,111
|
Change in Net Assets Resulting from Operations
| $6,954,637
| $64,972,921
|
Amounts listed as
“–” are $0 or round to $0.
See Notes to Financial
Statements.
Statements of Changes in Net Assets
| abrdn Global Dynamic Dividend Fund
| abrdn Total Dynamic Dividend Fund
|
| For the
Year Ended
October 31, 2023
| For the
Year Ended
October 31, 2022
| For the
Year Ended
October 31, 2023
| For the
Year Ended
October 31, 2022
|
Increase/(Decrease) in Net Assets:
|
|
|
|
|
Operations:
|
|
|
|
|
Net investment income
| $15,320,734
| $8,590,195
| $61,514,810
| $66,785,656
|
Net realized gain from investments, forward foreign currency exchange contracts and foreign currency transactions
| (7,510,274)
| (1,672,175)
| (28,051,167)
| (14,762,307)
|
Net change in unrealized appreciation on investments, forward foreign currency
exchange contracts and foreign currency translation
| (855,823)
| (33,562,796)
| 31,509,278
| (228,759,665)
|
Net increase in net assets resulting from operations
| 6,954,637
| (26,644,776)
| 64,972,921
| (176,736,316)
|
Distributions to Shareholders From:
|
|
|
|
|
Distributable earnings
| (15,666,124)
| (9,164,069)
| (63,774,379)
| (72,747,390)
|
Return of capital
| (526,610)
| (624,605)
| (8,973,011)
| –
|
Net increase in net assets from distributions
| (16,192,734)
| (9,788,674)
| (72,747,390)
| (72,747,390)
|
Proceeds from shares issued from the reorganization resulting in the addition of
12,315,499, 0, 0 and 0 shares of common stock, respectively (Note 11)
| 129,362,047
| –
| –
| –
|
Change in net assets
| 120,123,950
| (36,433,450)
| (7,774,469)
| (249,483,706)
|
Net Assets:
|
|
|
|
|
Beginning of year
| 126,094,418
| 162,527,868
| 908,038,894
| 1,157,522,600
|
End of year
| $246,218,368
| $126,094,418
| $900,264,425
| $908,038,894
|
Amounts listed as
“–” are $0 or round to $0.
See Notes to Financial
Statements.
abrdn Global Dynamic Dividend
Fund
| For the Fiscal Years Ended October 31,
|
| 2023
| 2022
| 2021
| 2020
| 2019
|
PER SHARE OPERATING PERFORMANCE(a):
|
|
|
|
|
|
Net asset value, beginning of year
| $10.05
| $12.95
| $10.16
| $11.14
| $10.80
|
Net investment income
| 0.75
| 0.68
| 0.82
| 0.70
| 0.76
|
Net realized and unrealized gains/(losses) on investments,
forward
foreign currency exchange contracts and foreign currency
transactions
| (0.12)
| (2.80)
| 2.75
| (0.90)
| 0.36
|
Total from investment operations
| 0.63
| (2.12)
| 3.57
| (0.20)
| 1.12
|
Distributions to common shareholders from:
|
|
|
|
|
|
Net investment income
| (0.75)
| (0.73)
| (0.78)
| (0.76)
| (0.78)
|
Return of capital
| (0.03)
| (0.05)
| –
| (0.02)
| –
|
Total distributions
| (0.78)
| (0.78)
| (0.78)
| (0.78)
| (0.78)
|
Net asset value, end of year
| $9.90
| $10.05
| $12.95
| $10.16
| $11.14
|
Market price, end of year
| $8.40
| $8.92
| $12.01
| $8.58
| $9.78
|
Total Investment Return Based on(b):
|
|
|
|
|
|
Market price
| 2.29%
| (19.88%)
| 49.84%
| (4.43%)
| 14.71%
|
Net asset value
| 7.00%
| (16.28%)
| 36.44%
| (0.65%)
| 11.91%
|
Ratio to Average Net Assets Applicable to Common Shareholders/Supplementary Data:
|
|
|
|
|
|
Net assets applicable to common shareholders, end of year (000 omitted)
| $246,218
| $126,094
| $162,528
| $127,512
| $139,776
|
Average net assets applicable to common shareholders (000 omitted)
| $219,791
| $146,601
| $157,694
| $132,667
| $134,835
|
Net operating expenses, net of fee waivers
| 1.19%
| 1.18%
| 1.18%
| 1.18%
| 1.21%
|
Net operating expenses, excluding fee waivers
| 1.34%
| 1.37%
| 1.31%
| 1.36%
| 1.34%
|
Net operating expenses, net of fee waivers and
excluding interest expense
| 1.19%
| 1.16%
| 1.17%
| 1.17%
| 1.16%
|
Net Investment income
| 6.97%
| 5.86%
| 6.56%
| 6.59%
| 7.06%
|
Portfolio turnover
| 78%(c)
| 81%
| 71%
| 105%
| 119%
|
Line of credit payable outstanding (000 omitted)
| $1,537
| $–
| $311
| $–
| $211
|
Asset coverage ratio on revolving credit facility at year end(d)
| 16,121%
| –
| 52,338%
| –
| 66,335%
|
Asset coverage per $1,000 on line of credit payable at year end
| $161,213
| $–
| $523,384
| $–
| $663,350
|
(a)
| Based on average shares outstanding.
|
(b)
| Total investment return is calculated assuming a purchase of common stock on the first day and a sale on the last day of each reporting period. Dividends and distributions, if any, are assumed, for
purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions.
|
(c)
| The portfolio turnover calculation excludes $100,050,254 and $90,865,012 of proceeds received and cost of investments related to rebalancing the portfolio after the fund reorganization which occurred on
March 10, 2023.
|
(d)
| Asset coverage ratio is calculated by dividing net assets plus the amount of any borrowings, for investment purposes by the amount of the Line of Credit.
|
Amounts listed as
“–” are $0 or round to $0.
abrdn Total Dynamic Dividend
Fund
| For the Fiscal Years Ended October 31,
|
| 2023
| 2022
| 2021
| 2020
| 2019
|
PER SHARE OPERATING PERFORMANCE(a):
|
|
|
|
|
|
Net asset value, beginning of year
| $8.61
| $10.98
| $8.76
| $9.56
| $9.33
|
Net investment income
| 0.58
| 0.63
| 0.66
| 0.63
| 0.64
|
Net realized and unrealized gains/(losses) on investments, forward
foreign currency exchange contracts and foreign currency transactions
| 0.04
| (2.31)
| 2.25
| (0.74)
| 0.27
|
Total from investment operations
| 0.62
| (1.68)
| 2.91
| (0.11)
| 0.91
|
Distributions to common shareholders from:
|
|
|
|
|
|
Net investment income
| (0.60)
| (0.69)
| (0.69)
| (0.67)
| (0.65)
|
Return of capital
| (0.09)
| –
| –
| (0.02)
| (0.04)
|
Total distributions
| (0.69)
| (0.69)
| (0.69)
| (0.69)
| (0.69)
|
Capital Share Transactions:
|
|
|
|
|
|
Anti-Dilutive effect of share repurchase program
| –
| –
| –
| –
| 0.01
|
Net asset value, end of year
| $8.54
| $8.61
| $10.98
| $8.76
| $9.56
|
Market price, end of year
| $7.26
| $7.50
| $10.05
| $7.31
| $8.44
|
Total Investment Return Based on(b):
|
|
|
|
|
|
Market price
| 5.41%
| (19.25%)
| 47.64%
| (5.47%)
| 15.55%
|
Net asset value
| 8.01%
| (15.15%)
| 34.60%(c)
| 0.00%(c)
| 11.39%
|
Ratio to Average Net Assets Applicable to Common Shareholders/Supplementary Data:
|
|
|
|
|
|
Net assets applicable to common shareholders, end of year (000 omitted)
| $900,264
| $908,039
| $1,157,523
| $924,011
| $1,007,850
|
Average net assets applicable to common shareholders (000 omitted)
| $977,703
| $1,049,849
| $1,129,413
| $964,667
| $981,093
|
Net operating expenses, net of fee waivers
| 1.27%
| 1.16%
| 1.16%
| 1.15%
| 1.22%
|
Net operating expenses, excluding fee waivers
| 1.36%
| 1.21%
| 1.20%
| 1.18%
| 1.24%
|
Net operating expenses, net of fee waivers and
excluding interest expense
| 1.15%
| 1.14%
| 1.14%
| 1.14%
| 1.18%
|
Net Investment income
| 6.29%
| 6.36%
| 6.14%
| 6.93%
| 6.94%
|
Portfolio turnover
| 79%
| 83%
| 72%
| 115%
| 135%
|
Line of credit payable outstanding (000 omitted)
| $49,052
| $12,250
| $4,092
| $–
| $–
|
Asset coverage ratio on line of credit payable at year end(d)
| 1,935%
| 7,512%
| 28,385%
| –
| –
|
Asset coverage per $1,000 on line of credit payable at year end
| $19,353
| $75,124
| $283,852
| $–
| $–
|
(a)
| Based on average shares outstanding.
|
(b)
| Total investment return is calculated assuming a purchase of common stock on the first day and a sale on the last day of each reporting period. Dividends and distributions, if any, are assumed, for
purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions.
|
(c)
| The total return shown above includes the impact of financial statement rounding of the NAV per share and/or financial statement adjustments.
|
(d)
| Asset coverage ratio is calculated by dividing net assets plus the amount of any borrowings, for investment purposes by the amount of the Line of Credit.
|
Amounts listed as
“–” are $0 or round to $0.
Notes to Financial Statements
October 31, 2023
abrdn Global Dynamic
Dividend Fund ("AGD") and abrdn Global Total Dynamic Dividend Fund ("AOD") (collectively, the “Funds" and each a "Fund") are diversified, closed-end management investment companies. AGD and AOD were organized as
a Delaware statutory trusts on May 11, 2006 and October 27, 2006, and commenced operations on July 26, 2006 and January 26, 2007, respectively. The primary investment objective for AGD is to seek high current dividend
income, more than 50% of which qualifies for the reduced federal income tax rates created by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The primary investment objective for AOD is to seek high
current dividend income. The Funds also focus on long-term growth of capital as a secondary investment objective. The Board of Trustees of each Fund (each a "Board" and collectively, the "Boards") authorized an
unlimited number of shares with no par value.
On March 10, 2023, AGD
acquired the assets and assumed the liabilities of Delaware Enhanced Global Dividend and Income Fund ("DEX") and Delaware Investments® Dividend and Income Fund, Inc. ("DDF") pursuant to plans of Reorganization
approved by the Board of AGD on August 11, 2022 ("Reorganizations"). In the Reorganizations, common shareholders of DEX and DDF received an amount of AGD common shares with a net asset value equal to the aggregate net
asset value of their holdings of DEX and DDF common shares, as determined at the close of regular business on March 10, 2023. Any applicable fractional shares were paid as cash-in-lieu to the applicable holder. The
Reorganizations were each structured as a tax-free transaction. The Fund is considered the tax survivor and accounting survivor of the Reorganizations.
The following is a summary of
the net asset value (“NAV”) per share issued as of March 10, 2023.
Acquired Fund
| AGD NAV per Share ($) March 10, 2023
| Conversion Ratio
| Shares Issued
|
Delaware Enhanced Global Dividend and Income Fund (“DEX”)
| 10.5040
| 0.835659
| 6,212,854
|
Delaware Investments® Dividend and Income Fund, Inc. (“DDF”)
| 10.5040
| 0.801802
| 6,102,645
|
2. Summary of Significant
Accounting Policies
The Funds are investment companies and
accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946 Financial Services-Investment Companies. The
following is a summary of significant accounting policies followed by the Funds in the preparation of their 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 Funds are maintained
in U.S. Dollars and the U.S. Dollar is used as both the functional and reporting currency.
a. Security Valuation:
The Funds value their
securities at current market value or fair value, consistent with regulatory requirements. "Fair value" is defined in the Funds' 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 Investment Company Act of 1940,
as amended (the "1940 Act"), the Board designated abrdn Investments Limited (the "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 or deemed unreliable.
In accordance with the
authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Funds disclose the fair value of their investments using a three-level hierarchy that classifies the inputs to valuation
techniques used to measure the fair value. The hierarchy assigns Level 1, the highest level, measurements to valuations based upon unadjusted quoted prices in active markets for identical assets, Level 2 measurements
to valuations based upon other significant observable inputs, including adjusted quoted prices in active markets for similar assets, and Level 3, the lowest level, measurements to valuations based upon unobservable
inputs that are significant to the valuation. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk
inherent in a particular valuation technique used to measure fair value including a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable
inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability, which are based on market data obtained from sources independent of the reporting entity. Unobservable
inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information
Notes to Financial Statements (continued)
October 31, 2023
available in the circumstances. A financial
instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.
Open-end mutual funds are
valued at the respective NAV as reported by such company. The prospectuses for the registered open-end management investment companies in which a Fund invests explain the circumstances under which those companies will
use fair value pricing and the effects of using fair value pricing. Closed-end funds and exchange-traded funds (“ETFs”) are valued at the market price of the security at the Valuation Time (defined below).
A security using any of these pricing methodologies is generally determined to be a Level 1 investment.
Equity securities that are
traded on an exchange are valued at the last quoted sale price or the official close price on the principal exchange on which the security is traded at the “Valuation Time” subject to application, when
appropriate, of the valuation factors described in the paragraph below. Under normal circumstances, the Valuation Time is as of the close of regular trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m.
Eastern Time). In the absence of a sale price, the security is valued at the mean of the bid/ask price quoted at the close on the principal exchange on which the security is traded. Securities traded on NASDAQ are
valued at the NASDAQ official closing price.
Foreign equity securities
that are traded on foreign exchanges that close prior to the Valuation Time are valued by applying valuation factors to the last sale price or the mean price as noted above. Valuation factors are provided by an
independent pricing service provider. These valuation factors are used when pricing a Fund's portfolio holdings to estimate market movements between the time foreign markets close and the time a Fund values such
foreign securities. These valuation factors are based on inputs such as depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. When
prices with the application of valuation factors are utilized, the value assigned to the foreign securities may not be the same as quoted or published prices of the securities on their primary markets. A security that
applies a valuation factor is generally determined to be a Level 2 investment because the exchange-traded price has been adjusted. Valuation factors are not utilized if the independent pricing service provider is
unable to provide a valuation factor or if the valuation factor falls below a predetermined threshold.
Derivative instruments are
generally valued according to the following procedures. Exchange traded derivatives are generally Level 1
investments and over-the-counter and
centrally cleared derivatives are generally Level 2 investments. Forward currency exchange contracts are generally valued based on the current spot exchange rates and the forward exchange rate points (ex. 1-month,
3-month) that are obtained from an approved pricing agent. Based on the actual settlement dates of the forward contracts held, an interpolated value of the forward points is combined with the spot exchange rate to
derive the valuation. Futures contracts are generally valued at the most recent settlement price as of NAV determination. Swap agreements are generally valued by an approved pricing agent based on the terms of the
swap agreement (including future cash flows). Exchange-traded options are valued at the last quoted sales price. In the absence of a sales price, options are valued at the mean of the bid/ask price quoted at the close
on the exchange on which the options trade. When market quotations or exchange rates are not readily available, or if the Adviser concludes that such market quotations do not accurately reflect fair value, the fair
value of a Fund’s assets are determined in good faith in accordance with the Valuation Procedures.
Short-term investments are
comprised of cash and cash equivalents invested in short-term investment funds which are redeemable daily. The Funds sweep available cash into the State Street Institutional U.S. Government Money Market Fund,
which has elected to qualify as a “government money market fund” pursuant to Rule 2a-7 under the 1940 Act, and has an objective, which is not guaranteed, to maintain a $1.00 per share NAV. Generally, these
investment types are categorized as Level 1 investments.
In the event that a
security’s market quotations are not readily available or are deemed unreliable (for reasons other than because the foreign exchange on which it trades closes before the Valuation Time), the security is valued
at fair value as determined by the Valuation Designee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. A security that has been
fair valued by the Adviser may be classified as Level 2 or Level 3 depending on the nature of the inputs.
The three-level hierarchy of
inputs is summarized below:
Level 1 - quoted prices
(unadjusted) in active markets for identical investments;
Level 2 - other significant observable
inputs (including valuation factors, quoted prices for similar securities, interest rates, prepayment speeds, and credit risk, etc.); or
Level 3 - significant unobservable inputs
(including the Fund’s own assumptions in determining the fair value of investments).
Notes to Financial Statements (continued)
October 31, 2023
A summary of standard inputs is
listed below:
Security Type
| Standard Inputs
|
Debt and other fixed-income securities
| Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on
comparable securities, credit quality, yield, and maturity.
|
Foreign equities utilizing a fair value factor
| Depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local
exchange opening and closing prices of each security.
|
Forward foreign currency contracts
| Forward exchange rate quotations.
|
The following is a summary of
the inputs used as of October 31, 2023 in valuing the Funds' 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 Portfolio of Investments for a detailed breakout of the security types:
| abrdn Global Dynamic Dividend Fund
|
Investments, at Value
| Level 1 – Quoted
Prices
| Level 2 – Other Significant
Observable Inputs
| Level 3 – Significant
Unobservable Inputs
| Total
|
abrdn Global Dynamic Dividend Fund
|
Assets
|
|
|
Investments in Securities
|
|
|
|
Common Stocks
| $154,042,364
| $86,396,651
| $–
| $240,439,015
|
Corporate Bonds
| –
| 500
| –
| 500
|
Preferred Stocks
| –
| 3,010,323
| –
| 3,010,323
|
Short-Term Investment
| 1,616,230
| –
| –
| 1,616,230
|
Total Investments
| $155,658,594
| $89,407,474
| $–
| $245,066,068
|
Other Financial Instruments
|
|
|
|
Foreign Currency Exchange Contracts
| $–
| $62,817
| $–
| $62,817
|
Total Investment Assets
| $155,658,594
| $89,470,291
| $–
| $245,128,885
|
Amounts listed as
“–” are $0 or round to $0.
| abrdn Total Dynamic Dividend Fund
|
Investments, at Value
| Level 1 – Quoted
Prices
| Level 2 – Other Significant
Observable Inputs
| Level 3 – Significant
Unobservable Inputs
| Total
|
abrdn Total Dynamic Dividend Fund
|
Assets
|
|
|
Investments in Securities
|
|
|
|
Common Stocks
| $587,126,672
| $333,702,955
| $–
| $920,829,627
|
Preferred Stocks
| –
| 11,530,256
| –
| 11,530,256
|
Short-Term Investment
| 6,062,282
| –
| –
| 6,062,282
|
Total Investments
| $593,188,954
| $345,233,211
| $–
| $938,422,165
|
Other Financial Instruments
|
|
|
|
Foreign Currency Exchange Contracts
| $–
| $239,476
| $–
| $239,476
|
Total Investment Assets
| $593,188,954
| $345,472,687
| $–
| $938,661,641
|
Amounts listed as
“–” are $0 or round to $0.
For the fiscal year ended
October 31, 2023, there were no significant changes to the fair valuation methodologies.
Notes to Financial Statements (continued)
October 31, 2023
b. Restricted Securities:
Restricted securities are
privately-placed securities whose resale is restricted under U.S. securities laws. The Funds 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 (the "1933 Act"). Rule 144A
securities may be freely traded among certain qualified institutional investors, such as the Funds, but resale of such securities in the U.S. is permitted only in limited circumstances.
c. Foreign Currency
Translation:
Foreign securities,
currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of the Valuation Time, as provided by
an independent pricing service approved by the Board.
Foreign currency amounts are
translated into U.S. Dollars on the following basis:
(i) 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 Funds do 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 Funds report 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 unrealized currency gains
or losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation in value of investments, and translation
of other assets and liabilities denominated in foreign currencies.
Net realized foreign exchange
gains or losses represent foreign exchange gains and losses from transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement date
on security transactions, and the difference between the amounts of interest and dividends
recorded on the Funds' 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 Funds' 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. Derivative Financial
Instruments:
The Funds are
authorized to use derivatives to manage currency risk, credit risk, and interest rate risk and to replicate, or use as a substitute for, physical securities. Losses may arise due to changes in the value of the
contract or if the counterparty does not perform under the contract. The use of derivative instruments involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statements of
Assets and Liabilities.
Forward Foreign Currency Exchange
Contracts
A forward foreign currency
exchange contract ("forward contract") involves an obligation to purchase and sell 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 contracts are used to manage a Fund's currency exposure in an efficient manner. They are used to sell unwanted currency exposure that comes with holding securities
in a market, or to buy currency exposure where the exposure from holding securities is insufficient to give the desired currency exposure either in absolute terms or relative to a particular benchmark or index. The
use of forward contracts allows for the separation of investment decision-making between foreign exchange holdings and their currencies.
The forward contract is
marked-to-market daily and the change in market value is recorded by a Fund as unrealized appreciation or depreciation. Forward contracts' prices are received daily from an independent pricing provider. When the
forward contract is closed, a Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. These realized and unrealized gains and
losses are reported on the Statement of Operations. A Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts or from unanticipated movements in exchange
rates. During the fiscal year ended October 31, 2023, the Funds used forward contracts to hedge their currency exposure.
While a Fund may enter into
forward contracts to seek to reduce currency exchange rate risks, transactions in such contracts involve certain risks. A Fund could be exposed to risks if the counterparties to the contracts are unable to meet the
terms of their contracts and from
Notes to Financial Statements (continued)
October 31, 2023
unanticipated movements in exchange rates.
Thus, while a Fund may benefit from such transactions, unanticipated changes in currency prices may result in a poorer overall performance for a Fund than if it had not engaged in any such transactions. Moreover,
there may be an imperfect correlation between a Fund’s portfolio holdings or securities quoted or denominated in a particular currency and forward contracts entered into by the Fund. Such imperfect correlation
may prevent a Fund from achieving a complete hedge, which will expose the Fund to the risk of foreign exchange loss.
Forward contracts are subject to the risk
that the counterparties to such contracts may default on their obligations. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearing house, a default on the contract would
deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or force a Fund to cover its purchase or sale commitments, if any, at the market price at the time of the default.
Summary of Derivative
Instruments:
The Funds may
use derivatives for various purposes as noted above. The following is a summary of the fair value of derivative instruments, not accounted for as hedging instruments, as of October 31, 2023:
| Risk Exposure Category
|
| Interest
Rate
Contracts
| Foreign
Currency
Contracts
| Credit
Contracts
| Equity
Contracts
| Commodity
Contracts
| Other
| Total
|
abrdn Global Dynamic Dividend Fund
|
Assets:
|
Unrealized appreciation on:
|
Forward Foreign Currency Exchange Contracts
| $–
| $62,817
| $–
| $–
| $–
| $–
| $62,817
|
Total
| $–
| $62,817
| $–
| $–
| $–
| $–
| $62,817
|
Amounts listed as
“–” are $0 or round to $0.
| Risk Exposure Category
|
| Interest
Rate
Contracts
| Foreign
Currency
Contracts
| Credit
Contracts
| Equity
Contracts
| Commodity
Contracts
| Other
| Total
|
abrdn Total Dynamic Dividend Fund
|
Assets:
|
Unrealized appreciation on:
|
Forward Foreign Currency Exchange Contracts
| $–
| $239,476
| $–
| $–
| $–
| $–
| $239,476
|
Total
| $–
| $239,476
| $–
| $–
| $–
| $–
| $239,476
|
Amounts listed as
“–” are $0 or round to $0.
The Funds have
transactions that may be subject to enforceable master netting agreements. A reconciliation of the gross amounts on the Statements of Assets and Liabilities as of October 31, 2023 to the net amounts by broker and
derivative type, including any collateral received or pledged, is included in the following tables:
Notes to Financial Statements (continued)
October 31, 2023
| abrdn Global Dynamic Dividend Fund
|
|
| Gross Amounts Not Offset
in the Statement of
Assets and Liabilities
|
| Gross Amounts Not Offset
in the Statement of
Assets and Liabilities
|
| Gross Amounts
of Assets
Presented in
Statement of
Assets and
Liabilities
| Financial
Instruments
| Collateral
Received(1)
| Net
Amount(2)
| Gross Amounts
of Liabilities
Presented in
Statement of
Assets and
Liabilities
| Financial
Instruments
| Collateral
Pledged(1)
| Net
Amount(2)
|
Description
| Assets
| Liabilities
|
Foreign Currency Exchange Contracts(3)
|
Royal Bank of Canada
| $62,817
| $–
| $–
| $62,817
| $–
| $–
| $–
| $–
|
Amounts listed as
“–” are $0 or round to $0.
(1)
| In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.
|
(2)
| Net amounts represent the net receivables/(payable) that would be due from/to the counterparty in the event of default. Exposure from financial derivative instruments can only be
netted across transactions governed under the same master netting agreement with the same legal entity.
|
(3)
| Includes financial instrument which are not subject to a master netting arrangement across funds, or another similar arrangement.
|
| abrdn Total Dynamic Dividend Fund
|
|
| Gross Amounts Not Offset
in the Statement of
Assets and Liabilities
|
| Gross Amounts Not Offset
in the Statement of
Assets and Liabilities
|
| Gross Amounts
of Assets
Presented in
Statement of
Assets and
Liabilities
| Financial
Instruments
| Collateral
Received(1)
| Net
Amount(2)
| Gross Amounts
of Liabilities
Presented in
Statement of
Assets and
Liabilities
| Financial
Instruments
| Collateral
Pledged(1)
| Net
Amount(2)
|
Description
| Assets
| Liabilities
|
Foreign Currency Exchange Contracts(3)
|
Royal Bank of Canada
| $239,476
| $–
| $–
| $239,476
| $–
| $–
| $–
| $–
|
Amounts listed as
“–” are $0 or round to $0.
(1)
| In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.
|
(2)
| Net amounts represent the net receivables/(payable) that would be due from/to the counterparty in the event of default. Exposure from financial derivative instruments can only be
netted across transactions governed under the same master netting agreement with the same legal entity.
|
(3)
| Includes financial instrument which are not subject to a master netting arrangement across funds, or another similar arrangement.
|
Notes to Financial Statements (continued)
October 31, 2023
The effect of derivative
instruments on the Statements of Operations for the fiscal year ended October 31, 2023:
| Risk Exposure Category
|
| Interest
Rate
Contracts
| Foreign
Currency
Contracts
| Credit
Contracts
| Equity
Contracts
| Commodity
Contracts
| Total
|
abrdn Global Dynamic Dividend Fund
|
Realized Gain/(Loss) on Derivatives Recognized
as a Result of Operations:
|
Net realized gain/(loss) on:
|
Forward Currency Contracts
| $–
| $201,771
| $–
| $–
| $–
| $201,771
|
Total
| $–
| $201,771
| $–
| $–
| $–
| $201,771
|
Net Change in Unrealized Appreciation/(Depreciation) on
Derivatives Recognized as a Result of Operations:
|
Net change in unrealized appreciation/(depreciation) of:
|
Forward Currency Contracts
| $–
| $102,221
| $–
| $–
| $–
| $102,221
|
Total
| $–
| $102,221
| $–
| $–
| $–
| $102,221
|
Amounts listed as
“–” are $0 or round to $0.
| Risk Exposure Category
|
| Interest
Rate
Contracts
| Foreign
Currency
Contracts
| Credit
Contracts
| Equity
Contracts
| Commodity
Contracts
| Total
|
abrdn Total Dynamic Dividend Fund
|
Realized Gain/(Loss) on Derivatives Recognized
as a Result of Operations:
|
Net realized gain/(loss) on:
|
Forward Currency Contracts
| $–
| $(537,447)
| $–
| $–
| $–
| $(537,447)
|
Total
| $–
| $(537,447)
| $–
| $–
| $–
| $(537,447)
|
Net Change in Unrealized Appreciation/(Depreciation) on
Derivatives Recognized as a Result of Operations:
|
Net change in unrealized appreciation/(depreciation) of:
|
Forward Currency Contracts
| $–
| $595,365
| $–
| $–
| $–
| $595,365
|
Total
| $–
| $595,365
| $–
| $–
| $–
| $595,365
|
Amounts listed as
“–” are $0 or round to $0.
Information about derivatives reflected as
of the date of this report is generally indicative of the type of activity for the fiscal year ended October 31, 2023. The tables below summarize the weighted average values of derivatives holdings for the Funds
during the fiscal year ended October 31, 2023.
Derivative held in AGD
| Average
Notional Value
|
Foreign Currency Contracts Sold
| $17,084,620
|
Derivative held in AOD
| Average
Notional Value
|
Foreign Currency Contracts Sold
| $75,550,527
|
The Funds value derivatives at fair value,
as described in the Statements of Operations. Accordingly, the Funds do not follow hedge accounting even for derivatives employed as economic hedges.
e. Security Transactions,
Investment Income and Expenses:
Security transactions are
recorded on the trade date. Realized and unrealized gains/(losses) from security and foreign currency transactions are calculated on the identified cost basis.
Discounts and premiums on
securities purchased are accreted or amortized on an effective yield basis over the estimated lives of the respective securities.
Notes to Financial Statements (continued)
October 31, 2023
f. Distributions:
The Funds intend to make
regular monthly distributions of net investment income to holders of common shares. The Funds expect to pay their common shareholders annually all or substantially all of their investment company taxable income. In
addition, at least annually, the Funds intend to distribute all or substantially all of their net capital gains, if any.
Distributions from net
realized gains for book purposes may include short-term capital gains which are ordinary income for tax purposes. Distributions to common shareholders are recorded on the ex-dividend date.
Dividends and distributions
to shareholders are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book-tax” differences are considered either 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 income tax treatment. Temporary differences do not require reclassification. To the
extent distributions exceed current and accumulated earnings and profits for federal income tax purposes they are reported to shareholders as return of capital.
g. Federal Income Taxes:
Each 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 (the "Code"), and to make distributions of net investment income and net realized capital gains sufficient to relieve the Funds from all federal income taxes. Therefore, no federal income tax provision is
required.
The Funds recognize 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 Funds 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 Funds' U.S. federal and state tax returns for each of
the most recent four fiscal years up to the most recent fiscal year ended October 31, 2023 are subject to such review.
h. Foreign Withholding
Tax:
Dividend and interest
income from non-U.S. sources received by the Funds are generally subject to non-U.S. withholding taxes and are recorded on the Statements of Operations. The Funds file for tax reclaims for the refund of such
withholding taxes according to tax treaties. Tax reclaims that are deemed collectible are booked as tax reclaim receivable on the Statements of Assets and Liabilities. In addition, the Funds may be subject to capital
gains tax in certain countries in which they invest. The above taxes may be reduced or
eliminated under the terms of applicable
U.S. income tax treaties with some of these countries. The Funds accrue such taxes when the related income is earned.
In addition, when the Funds
sell securities within certain countries in which they invest, the capital gains realized may be subject to tax. Based on these market requirements and as required under GAAP, the Funds accrue deferred capital gains
tax on securities currently held that have unrealized appreciation within these countries. The amount of deferred capital gains tax accrued, if any, is reported on the Statements of Assets and Liabilities.
3. Agreements and Transactions
with Affiliates
a. Investment Adviser:
abrdn Investments Limited
serves as the Funds' investment adviser (the "Adviser") pursuant to investment advisory agreements (the “Advisory Agreements”) with the Funds. The Adviser is a wholly-owned indirect subsidiary of abrdn
plc. In rendering advisory services, the Adviser 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 Adviser.
As compensation for its
services to AGD, the Adviser receives an annual investment advisory fee of 1.00% based on the Fund’s average daily net assets, computed daily and payable monthly. For the fiscal year ended October 31,
2023, AGD paid the Adviser $2,197,909.
As compensation for its
services to AOD, the Adviser receives an annual investment advisory fee of 1.00% based on the Fund’s average daily managed assets, computed daily and payable monthly. During the fiscal year ended October 31,
2023, AOD paid the Adviser $9,980,478. “Managed Assets” means total assets of the Fund, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations,
but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of
debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s investment
objectives and policies, and/or (iv) any other means.
Effective May 4, 2018, the
Adviser entered into a written contract (the “Expense Limitation Agreement”) with the Funds that is effective through June 30, 2024. The Expense Limitation Agreement limits the total ordinary operating
expenses of the Funds (excluding any leverage costs, interest, taxes, brokerage commissions, and any non-routine expenses) from exceeding 1.16% and 1.14% of the average daily net assets of AGD and AOD, respectively,
on an annualized basis. The total
Notes to Financial Statements (continued)
October 31, 2023
amount of the waiver for the fiscal year
ended October 31, 2023 pursuant to the Expense Limitation Agreement was $317,076 and $840,966 for AGD and AOD, respectivley.
The Adviser may request and
receive reimbursement from the Funds of the advisory fees waived and other expenses reimbursed pursuant to the Expense Limitation Agreement as of a date not more than three years after the date when the Adviser
limited the fees or reimbursed the expenses; provided that the following requirements are met: the reimbursements do not cause the Funds to exceed the lesser of the applicable expense limitation in the contract at the
time the fees were limited or expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the Adviser, and the payment of such reimbursement is approved by the Board
on a quarterly basis (the “Reimbursement Requirements”). Except as provided for in the Expense Limitation Agreement, reimbursement of amounts previously waived or assumed by the Adviser is not
permitted.
As of October 31, 2023, to
the extent the Reimbursement Requirements are met, the cumulative potential reimbursements to the Adviser from the Funds, based on expenses reimbursed by the Adviser, including adjustments described above, would
be:
AGD
Amount Fiscal Year 2021 (Expires 10/31/24)
|
| $209,854
|
Amount Fiscal Year 2022 (Expires 10/31/25)
|
| $281,603
|
Amount Fiscal Year 2023 (Expires 10/31/26)
|
| $317,076
|
Total*
|
| $808,533
|
*
| Amounts reported are due to expire throughout the respective 3-year expiration period presented above.
|
AOD
Amount Fiscal Year 2021 (Expires 10/31/24)
|
| $491,643
|
Amount Fiscal Year 2022 (Expires 10/31/25)
|
| $593,179
|
Amount Fiscal Year 2023 (Expires 10/31/26)
|
| $840,966
|
Total*
|
| $1,925,788
|
*
| Amounts reported are due to expire throughout the respective 3-year expiration period presented above.
|
b. Fund Administrator:
abrdn Inc., an affiliate of
the Adviser, is the Funds' Administrator. Pursuant to the Administration Agreement, abrdn Inc. receives a fee paid by each Fund, at an annual fee rate of 0.08% of the Fund’s average daily net assets. State
Street Bank and Trust Company serves as AGD's Sub-Administrator. For the fiscal year ended October 31, 2023, abrdn Inc. earned $175,833 and $782,162 from AGD and AOD, respectively from the Fund for administration
services.
c. Investor Relations:
Under the terms of the
Investor Relations Services Agreement, abrdn Inc. provides and/or engages third parties to provide investor relations services to the Funds and certain other funds advised by the Adviser or its affiliates as part of
an Investor Relations Program. Under the Investor Relations Services Agreement, each 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 each 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 each Fund’s average weekly net assets and each Fund’s Portion is paid for by abrdn Inc.
During the fiscal year ended
October 31, 2023, AGD and AOD incurred investor relations fees of approximately $77,734 and $251,396, respectively. For the fiscal year ended October 31, 2023, abrdn Inc. did not contribute to the investor
relations fees for the Funds because the Funds' contribution was below 0.05% of the Funds average weekly net assets on an annual basis.
4. Investment Transactions
Purchases and sales of
investment securities (excluding short-term securities) for the fiscal year ended October 31, 2023, were $271,844,365 and $265,152,410, respectively for AGD.
Purchases and sales of
investment securities (excluding short-term securities) for the fiscal year ended October 31, 2023, were $791,696,217 and $780,862,476, respectively for AOD.
5. Capital
As of October 31, 2023,
there were 24,865,081 and 105,430,999 shares of common stock issued and outstanding of AGD and AOD, respectively.
6. Open Market Repurchase
Policy
The Boards approved an open
market repurchase and discount management policy (the “Program”). The Program allows each Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase
determined at the discretion of the Fund’s investment adviser. Such purchases may be made opportunistically at certain discounts to net asset value per share in the reasonable judgment of management based on
historical discount levels and current market conditions.
On a quarterly basis, the
Boards will receive information on any transactions made pursuant to this policy during the prior quarter and management will post the number of shares repurchased on each Fund’s website on a monthly basis.
Under the terms of the Program, each Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12 month period.
Notes to Financial Statements (continued)
October 31, 2023
For the fiscal year ended October 31, 2023, the
Funds did not repurchase any shares through this program.
7. Line of Credit
Each Fund has entered into a
lending agreement with BNP Paribas Prime Brokerage International Ltd. (“BNPP PB”).
AGD is allowed borrow on an
uncommitted and secured basis. The BNPP PB facility provides a secured, uncommitted line of credit for the Fund where selected Fund assets are pledged against advances made to the Fund. The Fund has granted a security
interest in all pledged assets used as collateral to the BNPP PB facility. The Fund is permitted to borrow up to the maximum allowable amount under the 1940 Act, as amended, of the total assets for extraordinary or
emergency purposes, which is generally, 33.33% of total assets, but may exceed that under certain market conditions. Additionally, the Fund is permitted to borrow up to 10% of the total assets for investment
purposes.
AOD is allowed to borrow on a
secured and committed basis. The maximum commitment amount is $300,000,000 however, the Fund may borrow up to 33.33% of its total assets on an uncommitted basis. The BNPP PB facility provides a secured, committed line
of credit for the Fund where certain Fund assets are pledged against advances made to the Fund. The Fund has granted a security interest in all pledged assets used as collateral to BNPP PB.
The interest on the BNPP PB
for both Funds on amounts borrowed are charged at a variable rate, which may be based on the Secured Overnight Financing Rate (“SOFR”) plus a spread. On October 31, 2023, the amount drawn on the line
of credit was $1,536,822 and $49,051,955 for AGD and AOD, respectively. Either BNPP PB or the Funds may terminate this agreement upon delivery of written notice. During the fiscal year ended October 31, 2023, the
borrowing activity for the Funds was as follows:
Fund
| Max Borrowing
| Average
Borrowing
| Average
interest
rate on
Borrowing
| Interest
expense
related to
Line of Credit
|
AGD
| $5,155,816
| $1,486,562
| 5.73%
| $12,465
|
AOD
| $60,553,874
| $21,767,067
| 5.80%
| $1,254,874
|
|
|
|
|
|
|
|
|
|
|
8. Portfolio Investment
Risks
a. Dividend Strategy
Risk:
There is no guarantee that
the issuers of the stocks held by the Funds will declare dividends in the future or that, if dividends are declared, they will remain at their current levels or increase over time. The Funds' emphasis on dividend
paying stocks could cause the Funds 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 stocks may not participate in a broad market advance to the same degree as other
stocks, and a sharp rise in interest rates or economic downturn could cause a company to unexpectedly reduce or eliminate its dividend. The Funds may hold securities for short periods of time related to the dividend
payment periods and may experience loss during these periods.
b. Emerging Markets
Risk:
The Funds are subject
to emerging market risk. This is a magnification of the risks that apply to foreign investments. These risks are greater for securities of companies in emerging market countries because the countries may have less
stable governments, more volatile currencies and less established markets (see “Foreign Securities Risk” below).
c. Equity Securities
Risk:
The stock or other security
of a company may not perform as well as expected, and may decrease in value, because of factors related to the company (such as poorer than expected earnings or certain management decisions) or to the industry in
which the company is engaged (such as a reduction in the demand for products or services in a particular industry). Holders of common stock generally are subject to more risks than holders of preferred stock or debt
securities because the right to repayment of common shareholders' claims is subordinated to that of preferred stock and debt securities upon the bankruptcy of the issuer.
d. Foreign Currency
Exposure Risk:
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 Funds more greatly to the extent the Funds do not hedge their currency risk, or hedging techniques used by
the Adviser are unsuccessful.
e. Foreign Securities
Risk:
Foreign countries in which
the Funds may invest may have markets that are less liquid, less regulated and more volatile than U.S. markets. The value of the Funds' investments may decline because of factors such as unfavorable or unsuccessful
government actions, reduction of government or central bank support and political or financial instability. To the extent the Funds focus their investments in a single country or only a few countries in a
particular geographic region, economic, political, regulatory or other conditions affecting such country or region may have a greater impact on Fund performance relative to a more geographically diversified fund.
Notes to Financial Statements (continued)
October 31, 2023
f. Issuer Risk
The value of a security may
decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services. In an increasingly interconnected financial market, the
adverse changes in the financial conditions of one issuer may negatively affect other issuers.
g. Leverage Risk:
The Funds may use leverage
to purchase securities. Increases and decreases in the value of the Funds' portfolio will be magnified when the Funds use leverage.
h. Management Risk:
The Funds are subject
to the risk that the Adviser may make poor security selections. The Adviser, and its portfolio managers apply their own investment techniques and risk analyses in making investment decisions for the Funds and there
can be no guarantee that these decisions will achieve the desired results for the Funds. In addition, the Adviser may select securities that underperform the relevant market or other funds with similar investment
objectives and strategies.
i. 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.
Policy and legislative
changes in countries around the world are affecting many aspects of financial regulation, and governmental and quasi-governmental authorities and regulators throughout the world have previously responded to serious
economic disruptions with a variety of significant fiscal and monetary policy changes.
The impact of these changes
on the markets, and the practical implications for market participants, may not be fully known for some time. In addition, economies and financial markets throughout the world are becoming increasingly interconnected.
As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to countries or sectors experiencing economic and financial difficulties, the value and liquidity of the
Fund’s investments may be negatively affected by such events.
j. Mid-Cap Securities
Risk
Securities of medium-sized
companies tend to be more volatile and less liquid than securities of larger companies.
k. Non-U.S. Taxation Risk
Income, proceeds and gains
received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries, which will reduce the return on those investments. Tax treaties between certain
countries and the United States may reduce or eliminate such taxes.
If, at the close of its
taxable year, more than 50% of the value of a Fund’s total assets consists of securities of foreign corporations, including for this purpose foreign governments, the Fund will be permitted to make an election
under the Code that will allow shareholders a deduction or credit for foreign taxes paid by the Fund. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes.
A shareholder’s ability to claim an offsetting foreign tax credit or deduction in respect of such foreign taxes is subject to certain limitations imposed by the Code, which may result in the shareholder’s
not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes.
If a Fund does not qualify for or chooses not to make such an election, shareholders will not be entitled separately to claim a credit or deduction for U.S. federal income tax purposes with respect to foreign taxes
paid by the Fund; in that case the foreign tax will nonetheless reduce the Fund’s taxable income. Even if a Fund elects to pass through to its shareholders foreign tax credits or deductions, tax-exempt
shareholders and those who invest in the Fund through tax-advantaged accounts such as IRAs will not benefit from any such tax credit or deduction.
l. Portfolio Turnover
Risk:
The Funds may engage in
active and frequent trading of portfolio securities to achieve their investment objectives. High portfolio turnover necessarily results in greater transaction costs which may reduce Fund performance. It may also
result in greater realization of gains, which may include short-term gains taxable at ordinary income tax rates.
m. Qualified Dividend
Income Tax Risk
Favorable U.S. federal tax
treatment of Fund distributions may be adversely affected, changed or repealed by future changes in tax laws.
n. Sector Risk:
To the extent that the
Funds have a significant portion of their assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Funds may be more vulnerable to
unfavorable developments in that economic sector than funds that invest more broadly.
Information Technology Sector
Risk. To the extent that the information technology sector represents a significant portion of a Fund, the Fund will be sensitive to changes in, and its performance may depend to a
Notes to Financial Statements (continued)
October 31, 2023
greater extent on, factors impacting this
sector. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Like other technology companies, information
technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face obsolescence due to rapid technological developments, frequent
new product introduction, unpredictable changes in growth rates, competition for the services of qualified personnel and reduced availability of financing options. Companies in the information technology sector are
heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.
o. Small-Cap Securities
Risk
Securities of smaller
companies are usually less stable in price and less liquid than those of larger, more established companies. Therefore, they generally involve greater risk.
p. Valuation Risk:
The price that the Funds
could receive upon the sale of any particular portfolio investment may differ from the Funds' 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 Funds, and the Funds could realize a greater than expected loss or lower than expected gain upon the sale of the investment. The Funds' ability to value their investments may also be
impacted by technological issues and/or errors by pricing services or other third-party service providers.
9. Contingencies
In the normal course of
business, the Funds may provide general indemnifications pursuant to certain contracts and organizational documents. The Funds' maximum exposure under these arrangements is dependent on future claims that may be made
against the Funds, and therefore, cannot be estimated; however, the Funds expect the risk of loss from such claims to be remote.
10. Tax
Information
The U.S. federal
income tax basis of the Funds' investments (including derivatives, if applicable) and the net unrealized appreciation as of October 31, 2023, were as follows:
Fund
| Tax Cost of
Securities
| Unrealized
Appreciation
| Unrealized
Depreciation
| Net
Unrealized
Appreciation/
(Depreciation)
|
abrdn Global Dynamic Dividend Fund
| $238,857,748
| $35,422,859
| $(29,214,539)
| $6,208,320
|
abrdn Total Dynamic Dividend Fund
| 840,597,331
| 221,313,326
| (123,488,492)
| 97,824,834
|
The tax character of
distributions paid during the fiscal year ended October 31, 2023 was as follows:
Distributions paid from
|
Fund
| Ordinary
Income
| Net Long Term
Capital Gains
| Return of
Capital
| Total tax
character of
distributions
|
abrdn Global Dynamic Dividend Fund
| $15,666,124
| $–
| $526,610
| $16,192,734
|
abrdn Total Dynamic Dividend Fund
| 63,774,379
| –
| 8,973,011
| 72,747,390
|
Amounts listed as
“–” are $0 or round to $0.
Notes to Financial Statements (continued)
October 31, 2023
The tax character of
distributions paid during the fiscal year ended October 31, 2022 was as follows:
Distributions paid from
|
Fund
| Ordinary
Income
| Net Long Term
Capital Gains
| Return of
Capital
| Total tax
character of
distributions
|
abrdn Global Dynamic Dividend Fund
| $9,164,069
| $–
| $624,605
| $9,788,674
|
abrdn Total Dynamic Dividend Fund
| 72,747,390
| –
| –
| 72,747,390
|
Amounts listed as
“–” are $0 or round to $0.
As of October 31, 2023, the
components of accumulated earnings on a tax basis were as follows:
Fund
| Undistributed
Ordinary
Income
| Undistributed
Long-Term
Capital
Gains
| Capital
loss
carryforward*
| Other
currency
gains
| Other
Temporary
Differences
| Unrealized
Appreciation/
(Depreciation)**
| Total Accumulated
Earnings/(losses) - net
|
abrdn Global Dynamic Dividend Fund
| $-
| $-
| $(30,653,718)
| $-
| $(26,438)
| $6,208,320
| $(24,471,836)
|
abrdn Total Dynamic Dividend Fund
| -
| -
| (188,126,550)
| -
| 107,042
| 97,824,834
| (90,194,674)
|
Amounts listed as
“–” are $0 or round to $0.
*
| On October 31, 2023, the Funds had net capital loss carryforwards which will be available to offset like amounts of any future taxable gains. The Funds are permitted to carry forward
capital losses for an unlimited period, and capital losses that are carried forward will retain their character as either short-term or long-term capital losses.
|
**
| The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable to the tax deferral of wash sales and corporate actions.
|
The breakdown of capital loss
carryforwards as of October 31, 2023 for the Funds are as follows:
Fund
| Amounts
| Expires
|
abrdn Global Dynamic Dividend Fund
| $25,767,768
| Unlimited (Short—Term)
|
abrdn Global Dynamic Dividend Fund
| 4,885,950
| Unlimited (Long—Term)
|
abrdn Total Dynamic Dividend Fund
| 188,126,550
| Unlimited (Short—Term)
|
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 foreign currency gains and losses, passive foreign investment company gains and losses, REIT Investments, corporate actions and merger transactions. These reclassifications have
no effect on net assets or NAVs per share.
Fund
| Paid-in
Capital
| Distributable
Earnings/
(Accumulated
Loss)
|
abrdn Global Dynamic Dividend Fund
| $8,891,820
| $(8,891,820)
|
abrdn Total Dynamic Dividend Fund
| (4,156,063)
| 4,156,063
|
Amounts listed as
“–” are $0 or round to $0.
11. Fund Reorganization
Effective March 10, 2023,
AGD acquired all of the assets and assumed all of the liabilities of the Delaware Enhanced Global Dividend and Income Fund and Delaware Investments® Dividend and Income Fund, Inc. (the “Acquired
Funds”) pursuant to plans of reorganization approved by the AGD Board of Directors on August 11, 2022.
The acquisition was accomplished
by a tax-free exchange as follows:
Notes to Financial Statements (continued)
October 31, 2023
15,045,838 shares of the
Acquired Funds, fair valued at $129,362,047 (breakout by Acquired Fund is listed below) for 12,315,499 shares of AGD.
The investment portfolio and
cash of the Acquired Funds, with a fair value of $128,538,930 and identified cost of $128,260,156 were the principal assets acquired by AGD. For financial reporting purposes, assets received and shares issued by AGD
were recorded at value; however, the cost basis of the investments received from the Acquired Funds was carried forward to align ongoing reporting of AGD's realized and unrealized gains and losses with amounts
distributable to shareholders for tax purposes. Immediately prior to the reorganization, the investment portfolio and cash of AGD was $134,563,276.
Assuming that the
reorganizations had been completed on November 1, 2022, AGD's pro forma results of operations for the year ended October 31, 2023 are as follows:
|
|
Net investment income
| $15,776,428
|
Net realized and unrealized loss from investments
| (130,691)
|
Net increase in net assets from operations
| 15,645,737
|
Because the combined
investment portfolios have been managed as a single integrated portfolio since the reorganization was completed, it is not practicable to separate the amounts of revenue and earnings of the Acquired Funds that have
been included in the Statement of Operations since March 10, 2023.
The chart below shows a summary
of net assets and shares outstanding, before and after the reorganizations.
| Shares
Outstanding
| Net Assets
| Net Asset
Value
Per Share
| Net Unrealized
Appreciation
(Depreciation)
| Accumulated
Net Realized
Gain/(Loss)
|
Before Reorganization
|
|
|
|
|
|
Delaware Enhanced Global Dividend and Income Fund
| 7,434,680
| $ 65,259,860
| $ 8.78
| $ (2,610,551)
| $ (17,659,389)
|
Delaware Investments® Dividend and Income Fund, Inc.
| 7,611,158
| 64,102,187
| 8.42
| 2,889,325
| 48,264,144
|
abrdn Global Dynamic Dividend Fund
| 12,549,582
| 131,820,591
| 10.50
| 15,599,066
| (22,032,091)
|
Total
|
| $261,182,638
|
| $ 15,877,840
| $ 8,572,664
|
| Shares
Outstanding
| Net Assets
| Net Asset
Value
Per Share
| Net Unrealized
Appreciation
(Depreciation)
| Accumulated
Net Realized
Gain/(Loss)
|
After Reorganization
|
|
|
|
|
|
abrdn Global Dynamic Dividend Fund
| 24,865,081
| $261,182,638
| $10.50
| $15,877,840
| $8,572,664
|
12. Subsequent Events
Management has evaluated
the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no disclosures and/or adjustments were required to the
financial statements as of October 31, 2023, other than as noted below.
On November 9, 2023 and
December 11, 2023, AGD and AOD announced that they will pay on November 30, 2023 and January 10, 2024, respectively, a distribution per share to all shareholders of record as of November 22, 2023 and December 29,
2023, respectively. AGD and AOD will pay a distribution of $0.065 and $0.0575 per share, respectively.
On October 23, 2023, the
Board of Trustees of AOD announced the proposed reorganization of another closed-end fund, the First Trust Specialty Finance and Financial Opportunities Fund (“FGB” or the “Target Fund”), into
AOD, subject to the receipt of necessary
shareholder approvals of the Target
Fund (the "Reorganization"). AOD would serve as the acquiring fund.
If the Reorganization is
completed, shareholders of AOD will experience an increase in the assets under management. There are no proposed changes to the current objectives or policies of AOD as a result of the proposed Reorganization. The AOD
Board believes that the Reorganization is in the best interest of AOD's shareholders, recognizing the strategic objective of creating scale for the benefit of shareholders. The Reorganization is intended to be treated
as a tax-free reorganization for U.S. federal income tax purposes.
Shareholders of AOD are not
required to vote on the issuance of shares in connection with the Reorganization. It is currently expected that the Reorganization will be completed in the first quarter of 2024 subject to approval of the
Reorganization by shareholders of the Target Fund and the satisfaction of customary closing conditions.
Notes to Financial Statements (concluded)
October 31, 2023
Shareholders or FGB will be
asked to vote on the Reorganization of their fund into AOD at a special meeting currently targeted for February 2024.
Report of Independent Registered Public Accounting
Firm
To the Shareholders and Board
of Trustees
abrdn Global Dynamic Dividend Fund and abrdn Total Dynamic Dividend Fund:
Opinion on the Financial
Statements
We have audited the
accompanying statements of assets and liabilities of abrdn Global Dynamic Dividend Fund and abrdn Total Dynamic Dividend Fund (each, a Fund and collectively, the Funds), including the portfolios of investments, as of
October 31, 2023, the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the
financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects,
the financial position of the Funds as of October 31, 2023, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the
financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements
and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds 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 financial statements and financial highlights are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial
highlights. Such procedures also included confirmation of securities owned as of October 31, 2023, by correspondence with custodians and brokers; when replies were not received from brokers, we performed other
auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and
financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor
of one or more abrdn investment companies since 2009.
Philadelphia, Pennsylvania
December 28, 2023
Federal Tax Information: Dividends and
Distributions (Unaudited)
Designation Requirements
Of the distributions paid by the
Funds from ordinary income for the year ended October 31, 2023, the following percentages met the requirements to be treated as qualifying for the corporate dividends received deduction and qualified dividend income,
respectively.
AGD:
Dividends Received Deduction
16.67%
Qualified Dividend Income
59.08%
AOD:
Dividends Received Deduction
22.20%
Qualified Dividend Income
51.29%
The above amounts are based on
the best available information at this time. In early 2024, the Funds will notify applicable shareholders of final amounts for use in preparing 2023 U.S. federal income tax forms.
Supplemental Information (Unaudited)
Shareholder Meeting Results
A Special Meeting of
Shareholders of AGD was held on November 9, 2022. The description of the proposal and number of shares voted at the meeting are as follows:
To approve the issuance of
additional common shares of beneficial interest of AGD in connection with the reorganization of Delaware Enhanced Global Dividend and Income Fund (“DEX”) and Delaware Investments® Dividend and Income
Fund (“DDF”), each another closed-end fund, with and into AGD.
| Votes For
| Votes Against/
Withheld
| Votes Abstained
|
| 6,515,118
| 594,880
| 231,261
|
The Annual Meeting of
AGD Shareholders was held on May 25, 2023. The description of the proposal and number of shares voted at the meeting are as follows:
To elect two Class III Trustee
to the Board of Trustees:
| Votes For
| Votes Against/
Withheld
|
Nancy Yao
| 16,990,343
| 1,963,612
|
Stephen Bird
| 17,208,832
| 1,745,123
|
The Annual Meeting of
AOD Shareholders was held on May 25, 2023. The description of the proposal and number of shares voted at the meeting are as follows:
To elect two Class III Trustee
to the Board of Trustees:
| Votes For
| Votes Against/
Withheld
|
Nancy Yao
| 75,140,466
| 11,978,073
|
Stephen Bird
| 80,745,035
| 6,373,505
|
Boards of Trustees’
Consideration of Advisory Agreements
At a regularly scheduled
quarterly meeting (the “Quarterly Meeting”) of the Boards of Trustees (each, a “Board” or “Trustees” and together, the “Boards”) of abrdn Total Dynamic Dividend Fund
(“AOD”) and abrdn Global Dynamic Dividend Fund (“AGD” and, together with AOD, the “Funds” and each, a “Fund”) held on June 13, 2023, each 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 respective Fund’s investment advisory agreement (each, an “Advisory Agreement” and together, the ”Advisory Agreements”) with abrdn
Investments Limited (the “Adviser” or “aIL”). In addition, the Independent Trustees of each Fund held separate telephonic meetings on June 7, 2023 and separate in-person meetings on June
12, 2023 (together with the in-person Quarterly Meeting held on June 13, 2023, the “Meetings”) to review the materials provided and the relevant legal considerations.
In connection with their
consideration of whether to approve the continuation of each Fund’s Advisory Agreement, the Board members received and reviewed a variety of information provided by the Adviser relating to the respective Fund,
the Advisory Agreements and the Adviser, including information regarding the nature, extent and quality of services provided by the Adviser under each Advisory Agreement, comparative performance, fee and expense
information of a peer group of funds (the “Peer Group”) selected by Institutional Shareholder Services Inc. (“ISS”), an independent third-party provider of investment company data and other
performance information for relevant benchmark indices. The materials provided to the Boards generally included, among other items: (i) information on the Fund's respective advisory fees and other expenses, including
information comparing the Funds' expenses to those of the Peer Group and information about any applicable expense limitations; (ii) information about the profitability of each Advisory Agreement to the Adviser; (iii)
information on the investment performance of each Fund and the performance of the Peer Group and the Funds' performance benchmark; (iv) a report prepared by the Adviser in response to a request submitted by the
Independent Trustees’ independent legal counsel on behalf of such Trustees; and (v) a memorandum from the Independent Trustees’ independent legal counsel on the responsibilities of the Boards in
considering for approval the investment advisory arrangements under the 1940 Act and Delaware law.
Supplemental Information (Unaudited) (continued)
The Boards, including each
Fund’s Independent Trustees, also considered other matters such as: (i) the Adviser’s investment personnel and operations, (ii) the Adviser’s financial condition and stability, (iii) the resources
devoted by the Adviser to the Funds, (iv) each Fund’s investment objective and strategy, (v) the Adviser’s record of compliance with each Fund’s investment policies and restrictions, policies on
personal securities transactions and other compliance policies, (vi) possible conflicts of interest, and (vii) the allocation of each Fund’s brokerage, and the use, if any, of “soft” commission
dollars to pay the Fund’s expenses and to pay for research and other similar services. Throughout the process, the Boards had the opportunity to ask questions of and request additional information from the
Adviser.
The Boards also noted that in
addition to the materials requested by the Trustees in connection with their annual consideration of the continuation of each Advisory Agreement, the Trustees received and reviewed materials in advance of each regular
quarterly meeting of the Boards that contained information about the Funds’ investment performance and information relating to the services provided by the Adviser.
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 each Advisory Agreement, the Boards, 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 each Board, including the Independent Trustees, in connection with its approval of the
continuation of the respective Advisory Agreement included the factors listed below.
Fees and expenses. The Boards reviewed with management the effective annual fee rate paid by each Fund to the Adviser for investment management services. The Boards also received and considered information
compiled at the request of the Funds by ISS that compared each Fund’s effective annual management fee rate with the fees paid by the Peer Group. The Trustees took into account the management fee structure for
each Fund, including that the advisory fees for AOD were based on the Fund’s total managed assets, whether attributable to common stock or borrowings, if any. The Trustees also considered information from
management about the fees charged by the Adviser to other clients investing primarily in an asset class similar to those of the Funds. The Board reviewed and considered additional information about the Adviser’s
fees for each Fund, including the amount of the management fees retained by the Adviser after payment of expenses. The Boards considered the fee comparisons in light of the differences in resources and costs required
to manage the different types of accounts.
The Boards also took into
account management’s discussion of each Fund’s expenses, including the factors that impacted the expenses for each Fund.
Investment performance of the
Funds and the Adviser. The Boards received and reviewed with management, among other performance data, information that compared each Fund’s return to comparable investment companies. The Boards also
received and considered performance information compiled by ISS as to each Fund’s total return, as compared with the funds in the Fund’s Morningstar category (the “Morningstar
Group”).
In addition, the Boards
received and reviewed information regarding each Fund’s total return on a gross and net basis and relative to the Fund’s respective benchmark, the impact of foreign currency movements on the respective
Fund’s performance and each Fund’s share performance and premium/discount information. The Boards took into account information about each Fund’s discount/premium ranking relative to its Peer Group
and considered management’s discussion of each Fund’s performance. The Boards also received and reviewed information on the Funds' total return for the period since the Adviser assumed responsibility for
management of the Funds effective May 4, 2018, as compared with the total returns of each Fund’s Morningstar Group average, and other comparable funds managed by aIL and its affiliates. 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 Boards also considered the
Adviser’s performance generally, the historical responsiveness of the Adviser to Trustee concerns about performance, and the willingness of the Adviser to take steps intended to improve performance.
The nature, extent and
quality of the services provided to the Funds under the Advisory Agreements. The Boards considered, among other things, the nature, extent and quality of the services provided by the Adviser to each Fund and the resources dedicated to the Funds by the Adviser. The
Boards considered the background and experience of the Adviser’s 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 Funds. The Boards also considered the Adviser’s risk management processes. The Trustees took into account the Adviser’s investment experience. The Boards
also considered information regarding the Adviser’s compliance with applicable laws and Securities and Exchange Commission and other regulatory inquiries or audits of the Funds and the Adviser. The Boards
considered that they received information on a regular basis from the Funds’ Chief Compliance Officer regarding the Adviser’s compliance policies and procedures and considered the Adviser’s brokerage
policies and practices. Management reported to the Boards on, among other things, its business plans and organizational structures. 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 preceding year.
Supplemental Information (Unaudited) (concluded)
After reviewing these and
related factors, the Boards concluded that the nature, extent and quality of the services provided supported the renewal of the Advisory Agreements.
Economies of Scale. The Boards considered management’s discussion of each Fund’s management fee structure and determined that the management fee structure was reasonable. The Boards based this
determination on various factors, including how each Fund’s management fee compared to its Peer Group at higher asset levels.
The Trustees also considered
other factors, which included but were not limited to the following:
•
| the nature, quality, cost and extent of administrative services and investor relations services provided by abrdn Inc., an affiliate of the Adviser, under separate agreements covering administrative services and
investor relations services.
|
•
| whether each Fund has operated in accordance with its respective investment objective and each Fund’s record of compliance with its investment restrictions, and the compliance programs of the
Adviser. The Trustees also considered the compliance-related resources the Adviser and its affiliates were providing to the Funds.
|
•
| the effect of any market and economic volatility on the performance, asset levels and expense ratios of the Funds.
|
•
| so-called “fallout benefits” to the Adviser and its 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.
|
* * *
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 each Fund and its shareholders. Accordingly, the Boards, including each Board’s Independent Trustees voting separately, approved the Funds’ Advisory
Agreements for an additional one-year period.
Additional Information Regarding the Fund
(AGD) (Unaudited)
Recent Changes
The following information is
a summary of certain changes during the fiscal year ended October 31, 2023. This information may not reflect all of the changes that have occurred since you purchased the Fund.
During the applicable period,
there have been: (i) no material changes to the Fund's investment objectives and policies that constitute its principal portfolio emphasis that have not been approved by shareholders; (ii) no material changes to the
Fund's principal risks; (iii) no changes to the persons primarily responsible for day to day management of the Fund; and (iv) no changes to the Fund's charter or by-laws that would delay or prevent a change of
control that have not been approved by shareholders, except as follows:
Changes to Persons Primarily
Responsible for Day-to-Day Management of the Fund
The Fund is managed by
abrdn's Global Equity team. The Global Equity team works in a truly collaborative fashion; all team members have both portfolio management and research responsibilities. The team is responsible for the day-to-day
management of the Fund. Effective October 18, 2023, Dominic Byrne and Bruce Stout were replaced by Ruairidh Finlayson as members of the team having primary responsibility for the day-to-day management of the Fund's
portfolio, joining Josh Duitz and Martin Connaghan. Ruairidh Finlayson is an Investment Director at abrdn. Ruairidh joined the company in 2018 from Polar Capital Partners where he worked as an Equity Analyst for
the North America and Global Alpha funds. Previously, Ruairidh worked as an Equity Analyst for Brewin Dolphin after qualifying as a Chartered Accountant with Ernst & Young.
Investment Objectives and
Policies
Investment Objectives
The Fund's primary investment
objective is to seek high current dividend income, more than 50% of which qualifies for the reduced federal income tax rate, as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund also
focuses on long-term growth of capital as a secondary investment objective. There is no assurance that the Fund will achieve its investment objectives. The Fund's investment objectives and some of its investment
policies are considered fundamental policies and may not be changed without shareholder approval.
Investment Strategies
The Fund combines three
research-driven investment strategies – dividend capture, value and growth – to maximize the amount of distributed dividend income that qualifies for reduced federal income tax rate (currently capped at
20%) and to identify companies globally with the potential for dividend increases and capital appreciation. The Fund uses a multi-cap, multi-sector, multi-style approach to invest in
the securities of issuers of any
capitalization level (small, mid or large) and in any sector or industry. The Fund's dividend capture strategy has two facets. The first facet is "rotation" strategy, in which the Fund would sell a stock on or shortly
after the stock's ex-dividend date, provided that holding requirements are met that would permit the Fund to take advantage of the reduced federal tax rate, and use the sale proceeds to purchase one or more other
stocks that are expected to pay dividends before the next dividend payment on the stock being sold. Through this practice, the Fund may receive more dividend payments over a given period of time than if it held a
single stock. The second facet is to capture special dividends where a company decides to return large cash balances to shareholders as a one-time dividend payment, for instance due to a restructuring or recent strong
operating performance.
The Fund invests at least 80%
of its net assets in equity securities, primarily common stocks, issued by U.S. companies and qualified foreign corporations whose equity securities are readily traded on an established U.S. or foreign securities
market, that pay dividends which qualify for federal tax rates similar to the rates applied to long-term capital gains. Under normal circumstances, the Fund intends to, although it is not required to, invest in the
securities of issuers located in approximately 10 to 30 foreign countries, with foreign investments representing approximately 40% to 80% of the Fund's assets. The Fund screens the U.S. and foreign companies in which
it considers investing using the same criteria, including, generally, high dividend yield, sufficiently liquid trading in an established market, and also its judgment that the issuer may have good prospects for
earnings growth or may be undervalued. Although it is not the Fund's current intent, the Fund continues to be able to invest up to 100% of its total assets in the securities of non-U.S. issuers and is not restricted
as to how much may be invested in the issuers of any single country, provided the Fund limits its investments in countries that are considered emerging markets to no more than 25% of the Fund's total assets at any one
time.
Under normal circumstances,
the Fund invests at least 80% of its net assets in the equity securities of domestic and foreign corporations that pay dividends. The Board of Trustees may change this 80% policy on not less than 60 days' notice to
shareholders. The Adviser believes that dividend paying stocks have the potential for superior total return performance, as compared to non-dividend paying stocks. Under normal circumstances, the Fund expects to
invest in securities of issuers located in the United States and in approximately 10 to 30 foreign countries. The Adviser believes that global diversification may provide to investors in the Fund the benefit of
generally higher dividend yields in some countries outside the United States, especially for companies domiciled in countries that have a tax treaty with the United States.
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
The Fund invests in equity securities issued
by U.S. corporations, and foreign issuers whose equity securities are readily traded on an established U.S. or foreign securities market, that pay dividends, more than 50% of which qualify for reduced federal tax
rates similar to the rates applied to long-term capital gains (referred to herein as "qualified dividends" or "tax-advantage dividends"). The Fund screens the U.S. and foreign companies in which it considers investing
using the same criteria, including, generally, high dividend yield, sufficiently liquid trading in an established market, and also its judgment that the issuer may have good prospects for earnings growth or may be
undervalued. Qualified dividends generally include dividends received during the taxable year from domestic and qualified foreign corporation. A qualified foreign corporation is defined in the Internal Revenue Code of
1986 (the "Code") as any corporation that is incorporated in a possession of the United States or that is eligible for the benefits of a comprehensive income tax treaty with the United States. The equity securities in
which the Fund invests include primarily common stocks. The Fund may, from time to time, also invest a portion of its assets in depositary receipts, preferred stocks, REITs (real estate investment trusts),
exchange-traded funds ("ETFs") and securities convertible into or exchangeable for common stocks, such as convertible debt. Dividends paid by REITs generally will not be eligible to be treated as qualified dividend
income.
The Fund seeks dividend
income that qualifies for favorable federal income tax treatment. Under federal income tax law, tax-advantaged dividends received by individual shareholders are taxed at rates similar to long-term capital gain tax
rates, which reach a maximum of 20%. Tax-advantaged dividends generally include dividends from domestic corporations and dividends from foreign corporations that meet certain specified criteria. The Fund generally can
pass the tax treatment of tax-advantaged dividends it receives through to shareholders. Corporate shareholders of the Fund are not eligible for this favorable federal income tax treatment. In addition, a dividend will
not be treated as a tax-advantaged dividend (whether received by the Fund or paid by the Fund to a shareholder) (1) if the dividend is received with respect to any share held for fewer than 61 days during the 121-day
period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or fewer than 91 days during the associated 181-day period in the case of certain
preferred stocks), (2) to the extent that the recipient is under an obligation (whether as a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property or
(3) if the recipient elects to have the dividend treated as investment income for purposes of the limitation on deductibility of investment interest.
The Fund may borrow for
investment purposes. The Adviser currently intends to limit leverage through borrowing to 10% of the Fund's total assets (calculated at the time of borrowing) and to borrow for
investment purposes only when the Adviser
believes that the potential return on additional investments acquired with the proceeds of leverage is likely to exceed the costs incurred in connection with the borrowings.
To the extent the Fund uses
leverage, if any, the Fund currently intends to use leverage through borrowing from a credit facility. The Fund is permitted to engage in other transactions, such as the issuance of debt securities or preferred
securities, which have the effect of leverage, but currently has no intention to do so. The Fund's portfolio management team may use leverage opportunistically and seek to reduce the Fund's leverage usage during times
of heightened market volatility. Depending on market conditions, the portfolio management team may choose not to use any leverage or may instead borrow up to 10% of the Fund's total assets for investment purposes.
Additionally, the Fund is permitted to borrow up to the maximum allowable amount under the 1940 Act of the Fund's total assets as a temporary measure for extraordinary or emergency purposes, including the payment of
dividends and the settlement of securities transactions, which otherwise might require untimely dispositions of Fund securities.
The Adviser considers and
evaluates environmental, social and governance (“ESG”) factors as part of the investment analysis process for most long-term investments. The Adviser considers the most material potential ESG risks and
opportunities impacting issuers, alongside other non-ESG factors. The relevance of ESG factors to the investment process varies across issuers and strategies. For instance, ESG factors may not be considered for
securities that the Adviser intends to hold solely as part of the Fund's dividend recapture strategy, which is discussed in more detail below.
Dividend Capture Strategy
The Fund's dividend capture
strategy seeks to maximize the level of dividend income that the Fund receives by engaging in dividend capture trading and by identifying special dividend situations.
Rotation Strategy (Dividend
Capture Trading). In a dividend capture trade, the Fund sells a stock on or shortly after the stock's ex-dividend date, provided that holding requirements are met that would permit the Fund to take advantage
of the reduced federal tax rate, and uses the sale proceeds to purchase one or more other stocks that are expected to pay dividends before the next dividend payment on the stock being sold. Through this rotation
practice, the Fund may receive more dividend payments over a given period of time than if it held a single stock. Receipt of a greater number of dividend payments during a given time period could augment the total
amount of dividend income the Fund receives over this period. For example, during the course of a single year it may be possible through dividend capture trading for the Fund to receive five or more dividend payments
with respect to Fund assets attributable to dividend capture trading where
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
it may only have received four quarterly
payments in a hold only strategy. In order for dividends received by the Fund to qualify as tax-advantaged dividends, the Fund must comply with the holding period requirements described above. See "Risk Factors
– Dividend Strategy Risks." Dividend capture trading by the Fund will take account of this consideration. The use of dividend capture strategies will expose the Fund to increased trading costs and potential for
capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading.
Special Dividends. Special dividend situations may include those where companies decide to return large cash balances to shareholders as one-time dividend payments, for instance due to a restructuring or
recent strong operating performance. Other special dividends may arise in a variety of situations.
Value Strategy
In managing the assets of the
Fund, the Adviser generally pursues a value-oriented approach. The Adviser seeks to identify investment opportunities in equity securities of dividend paying corporations that it believes are undervalued
relative to the market and to the securities' historical valuations, including turnaround opportunities with a catalyst, depressed earnings that may be poised to recover, or situations where a restructuring or major
corporate action may add value. The Fund invests in stocks among all capitalization levels (small, mid and large), using a multi-cap, multi-sector, multi-style approach when selecting the stocks of companies in which
the Fund invests. The average capitalization of issuers is not intended to be static and varies over time. Factors that the Adviser considers include fundamental factors such as earnings growth, cash flow and
historical payment of dividends. The Fund's investments in common stocks will emphasize stocks that (at the time of purchase) pay dividends and have capital appreciation potential.
Growth Strategy
The Fund's growth strategy
seeks to identify issuers with lower, but still attractive, current dividend yields, but that have the potential for higher earnings growth through capital appreciation or increasing dividend payments.
In addition to investing in
stocks that pay tax-advantaged dividends, the Fund may also invest a portion of its assets in stocks and other securities that generate fully taxable ordinary income. For any year, so long as the Fund's fully taxable
ordinary income and net realized short-term gains are offset by expenses of the Fund, all of the Fund's income distributions would be characterized as tax-advantaged dividends. There can be no assurance that a portion
of the Fund's income distributions will not be fully taxable as ordinary income. The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund's principal investment
strategies in
attempting to respond to adverse market,
economic, political or other conditions. During such times, the Fund may hold certain securities for less than the 61 days described above and, as a result, shareholders may be unable to take advantage of the reduced
federal tax rates applicable to any qualifying dividends otherwise attributable to such securities. In addition, during such times, the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents,
including money market instruments, prime commercial paper, repurchase agreements, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities. In these and in other
cases, the Fund may not achieve its investment objectives and the Fund may not pay tax-advantaged dividends.
Generally, securities are
purchased or sold by the Fund on national securities exchanges and in the over-the-counter market. From time to time, securities may be purchased or sold in private transactions, including securities that are not
publicly traded or that are otherwise illiquid. The Adviser does not expect investments in illiquid securities to comprise more than 10% of the Fund's total assets (determined at the time the investment is made).
The Adviser may invest the
Fund's cash balances in any investments it deems appropriate, including, without limitation and as permitted under the 1940 Act, money market funds, repurchase agreements, U.S. Treasury and U.S. agency securities,
municipal bonds and bank accounts. Any income earned from such investments is ordinarily reinvested by the Fund in accordance with its investment program. Many of the considerations entering into the Adviser's
recommendations and the portfolio managers' decisions are subjective.
Portfolio Investments
Common Stocks
The Fund invests primarily in
common stocks. Common stocks represent an ownership interest in an issuer. While offering greater potential for long-term growth, common stocks are more volatile and riskier than some other forms of investment. Common
stock prices fluctuate for many reasons, including adverse events, such as an unfavorable earnings report, changes in investors' perceptions of the financial condition of an issuer or the general condition of the
relevant stock market, or when political or economic events affecting the issuers occur. In addition, common stock prices may be sensitive to rising interest rates as the costs of capital rise and borrowing costs
increase.
Preferred Stocks
Preferred stock, like common
stock, represents an equity ownership in an issuer. Generally, preferred stock has a priority of claim over common stock in dividend payments and upon liquidation of the issuer. Unlike common stock, preferred stock
does not usually have voting rights. Preferred stock in some instances is convertible into
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
common stock. Although they are equity
securities, preferred stocks have characteristics of both debt and common stock. Like debt, their promised income is contractually fixed. Like common stock, they do not have rights to precipitate bankruptcy
proceedings or collection activities in the event of missed payments. Other equity characteristics are their subordinated position in an issuer's capital structure and that their quality and value are heavily
dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows.
Distributions on preferred
stock must be declared by the board of directors of the issuer and may be subject to deferral, and thus they may not be automatically payable. Income payments on preferred stock may be cumulative, causing dividends
and distributions to accrue even if not declared by the issuer's board of directors or otherwise made payable, or they may be non-cumulative, so that skipped dividends and distributions do not
continue to accrue. There is no assurance that dividends on preferred stocks in which the Fund invests will be declared or otherwise made payable. The Fund may invest in non-cumulative preferred stock, although the
Adviser would consider, among other factors, their non-cumulative nature in making any decision to purchase or sell such securities.
Shares of preferred stock
have a liquidation value that generally equals the original purchase price at the date of issuance. The market values of preferred stock may be affected by favorable and unfavorable changes impacting the issuers'
industries or sectors, including companies in the utilities and financial services sectors, which are prominent issuers of preferred stock. They may also be affected by actual and anticipated changes or ambiguities in
the tax status of the security and by actual and anticipated changes or ambiguities in tax laws, such as changes in corporate and individual income tax rates, and in the dividends received deduction for corporate
taxpayers or the lower rates applicable to certain dividends.
Because the claim on an
issuer's earnings represented by preferred stock may become onerous when interest rates fall below the rate payable on the stock or for other reasons, the issuer may redeem preferred stock, generally after an initial
period of call protection in which the stock is not redeemable. Thus, in declining interest rate environments in particular, the Fund's holdings of higher dividend-paying preferred stocks may be reduced and the Fund
may be unable to acquire securities paying comparable rates with the redemption proceeds.
Foreign Securities
Although it is not required
to, under normal circumstances, the Fund invests a significant portion of its assets in securities of issuers located in approximately ten to thirty foreign countries (in addition to the United States). The Fund
invests in foreign securities, including direct investments in securities of foreign issuers and investments in
depositary receipts (such as American
Depositary Receipts ("ADRs")) that represent indirect interests in securities of foreign issuers. The Fund is not limited in the amount of assets it may invest in such foreign securities. These investments involve
risks not associated with investments in the United States, including the risk of fluctuations in foreign currency exchange rates, unreliable and untimely information about the issuers and political and economic
instability. These risks could result in the Adviser's misjudging the value of certain securities or in a significant loss in the value of those securities.
The value of foreign
securities is affected by changes in currency rates, foreign tax laws (including withholding tax), government policies (in the United States or abroad), relations between nations and trading, settlement, and custodial
and other operational risks. In addition, the costs of investing abroad are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental
supervision than markets in the United States. As an alternative to holding foreign-traded securities, the Fund may invest in dollar-denominated securities of foreign companies that trade on U.S. exchanges or in the
U.S. over-the-counter market (including depositary receipts as described below, which evidence ownership in underlying foreign securities, and ETFs as described above).
Because foreign companies are
not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a
foreign company than about a domestic company. Volume and liquidity in most foreign debt markets are less than in the United States and securities of some foreign companies are less liquid and more volatile than
securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the
United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio
securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social
instability, or diplomatic developments, which could affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities markets, while growing in volume and sophistication, are generally not
as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries)
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
may be less liquid and more volatile than
securities of comparable U.S. companies.
The Fund may purchase ADRs,
European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"), which are certificates evidencing ownership of shares of foreign issuers and are alternatives to purchasing directly the underlying
foreign securities in their national markets and currencies. However, such depositary receipts continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include
foreign exchange risk as well as the political and economic risks associated with the underlying issuer's country. ADRs, EDRs and GDRs may be sponsored or unsponsored. Unsponsored receipts are established without the
participation of the issuer. Unsponsored receipts may involve higher expenses, they may not pass-through voting or other shareholder rights, and they may be less liquid. Less information is normally available on
unsponsored receipts.
Dividends paid on foreign
securities may not qualify for the reduced federal income tax rate applicable to qualified dividends under the Code. As a result, there can be no assurance as to what portion of the Fund's distributions attributable
to foreign securities will be designated as qualified dividend income.
Emerging Market Securities
The Fund may invest up to 25%
of its assets in securities of issuers located in emerging markets. The Fund uses the MSCI Emerging Markets Index methodology to determine which countries are considered emerging markets. The risks of foreign
investments described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than
the securities markets of the United States and developed foreign markets. Disclosure and regulatory standards in many respects are less stringent than in the United States and developed foreign markets. There also
may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations has been extremely limited.
Many emerging countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have very
negative effects on the economies and securities markets of certain emerging countries. Economies in emerging markets generally are heavily dependent upon international trade and, accordingly, have been and may
continue to be affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures imposed or negotiated by the countries with which they trade.
The economies of these countries also have been and may continue to be adversely affected by economic conditions in
the countries in which they trade. The
economies of countries with emerging markets may also be predominantly based on only a few industries or dependent on revenues from particular commodities. In addition, custodial services and other costs relating to
investment in foreign markets may be more expensive in emerging markets than in many developed foreign markets, which could reduce the Fund's income from such securities.
In many cases, governments of
emerging countries continue to exercise significant control over their economies, and government actions relative to the economy, as well as economic developments generally, may affect the Fund's investments in those
countries. In addition, there is a heightened possibility of expropriation or confiscatory taxation, imposition of withholding taxes on interest payments, or other similar developments that could affect investments in
those countries. There can be no assurance that adverse political changes will not cause the Fund to suffer a loss of any or all of its investments.
Dividends paid by issuers in
emerging market countries will generally not qualify for the reduced federal income tax rate applicable to qualified dividends under the Code.
Real Estate Investment Trusts
The Fund may invest in REITs.
REITs are financial vehicles that pool investors' capital to purchase or finance real estate. The market value of REIT shares and the ability of REITs to distribute income may be adversely affected by numerous
factors, including rising interest rates, changes in the national, state and local economic climate and real estate conditions, perceptions of prospective tenants of the safety, convenience and attractiveness of the
properties, the ability of the owners to provide adequate management, maintenance and insurance, the cost of complying with the Americans with Disabilities Act, increasing competition and compliance with environmental
laws, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, adverse changes in zoning laws, and other factors beyond the control of the issuers. In
addition, distributions received by the Fund from REITs may consist of dividends, capital gains and/or return of capital. As REITs generally pay a higher rate of dividends than most other operating companies, to the
extent application of the Fund's investment strategy results in the Fund investing in REIT shares, the percentage of the Fund's dividend income received from REIT shares will likely exceed the percentage of the Fund's
portfolio that is comprised of REIT shares. REIT income distributions received by the Fund generally will not be treated as tax-advantaged dividends.
Exchange Traded Funds
The Fund may invest in ETFs,
which are investment companies that seek to track or replicate a desired index, such as a sector, market or
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
global segment. ETF shares are traded on a
national exchange. ETFs do not sell individual shares directly to investors and only issue their shares in large blocks known as "creation units." The investor purchasing a creation unit may sell the individual shares
on a secondary market. Therefore, the liquidity of ETFs depends on the adequacy of the secondary market. There can be no assurance that an ETF's investment objective will be achieved, as ETFs based on an index may not
replicate and maintain exactly the composition and relative weightings of securities in the index. ETFs are subject to the risks of investing in the underlying securities. The Fund, as a holder of the securities of
the ETF, will bear its pro rata portion of the ETF's expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund's own operations.
Convertible Securities
The Fund may invest in
convertible securities. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer's underlying common stock at the option of the
holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of "usable" bonds and warrants or a combination of the
features of several of these securities. The investment characteristics of each convertible security vary widely, which allows convertible securities to be employed for a variety of investment strategies.
The Fund will exchange or
convert convertible securities into shares of underlying common stock when, in the opinion of the Adviser, the investment characteristics of the underlying common shares will assist the Fund in achieving its
investment objectives. The Fund may also elect to hold or trade convertible securities. In selecting convertible securities, the Adviser evaluates the investment characteristics of the convertible security as a fixed
income instrument, and the investment potential of the underlying equity security for capital appreciation. In evaluating these matters with respect to a particular convertible security, the Adviser considers numerous
factors, including the economic and political outlook, the value of the security relative to other investment alternatives, trends in the determinants of the issuer's profits, and the issuer's management capability
and practices.
Corporate Bonds, Government Debt
Securities and Other Debt Securities
The Fund may invest in
corporate bonds, debentures and other debt securities. Debt securities in which the Fund may invest may pay fixed or variable rates of interest. Bonds and other debt securities generally are issued by corporations and
other issuers to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and normally must repay the amount borrowed on or before
maturity. Certain debt securities are
"perpetual" in that they have no maturity date.
The Fund invests in
government debt securities, including those of U.S. issuers, emerging market issuers and of other non-U.S. issuers. These securities may be U.S. dollar-denominated or non-U.S. dollar-denominated and include: (i) debt
obligations issued or guaranteed by foreign national, provincial, state, municipal or other governments with taxing authority or by their agencies or instrumentalities; and (ii) debt obligations of supranational
entities. Government debt securities include: debt securities issued or guaranteed by governments, government agencies or instrumentalities and political subdivisions; debt securities issued by government owned,
controlled or sponsored entities; interests in entities organized and operated for the purpose of restructuring the investment characteristics issued by the above-noted issuers; or debt securities issued by
supranational entities such as the World Bank or the European Union. The Fund may also invest in securities denominated in currencies of emerging market countries. Emerging market debt securities generally are rated
in the lower rating categories of recognized credit rating agencies or are unrated and considered to be of comparable quality to lower rated debt securities. A non-U.S. issuer of debt or the non-U.S. governmental
authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited resources in the event of a default. Some of these risks do not
apply to issuers in large, more developed countries. These risks are more pronounced in investments in issuers in emerging markets or if the Fund invests significantly in one country.
The Fund will not invest more
than 20% of its total assets in debt securities rated below investment grade (i.e., securities rated lower than Baa by Moody's Investors Service, Inc. ("Moody's") or lower than BBB by Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies, Inc. ("S&P")), or their equivalent as determined by the Adviser. These securities are commonly referred to as "junk bonds." The foregoing credit quality policy
applies only at the time a security is purchased, and the Fund is not required to dispose of securities already owned by the Fund in the event of a change in assessment of credit quality or the removal of a rating.
Illiquid Securities
Illiquid securities are
securities that are not readily marketable. Illiquid securities include securities that have legal or contractual restrictions on resale, and repurchase agreements maturing in more than seven days. Illiquid securities
involve the risk that the securities will not be able to be sold at the time desired or at prices approximating the value at which the Fund is carrying the securities. Where registration is required to sell a
security, the Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
time the Fund may be permitted to sell a
security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to sell. The Fund
may invest up to 10% of the value of its net assets in illiquid securities. Restricted securities for which no market exists and other illiquid investments are valued at fair value as determined in accordance with
procedures approved and periodically reviewed by the Board of Trustees.
Rule 144A Securities
The Fund may invest in
restricted securities that are eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended, (the "1933 Act"). Generally, Rule 144A establishes a safe harbor from the registration
requirements of the 1933 Act for resale by large institutional investors of securities that are not publicly traded. The Adviser determines the liquidity of the Rule 144A securities according to guidelines adopted by
the Board of Trustees. The Board of Trustees monitors the application of those guidelines and procedures. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the
Fund's 10% limit on investments in illiquid securities.
Warrants
The Fund may invest in equity
and index warrants of domestic and international issuers. Equity warrants are securities that give the holder the right, but not the obligation, to subscribe for equity issues of the issuing company or a related
company at a fixed price either on a certain date or during a set period. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may
be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.
Warrants do not entitle a
holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its
expiration date. These factors can make warrants more speculative than other types of investments. The sale of a warrant results in a long- or short-term capital gain or loss depending on the period for which the
warrant is held.
Other Investments
The Fund may use a variety of
other investment instruments in pursuing its investment objectives. The investments of the Fund may include fixed income securities, sovereign debt, options on foreign currencies and forward foreign currency
contracts.
Investment Techniques
The Fund may, but is under no
obligation to, from time to time employ a variety of investment techniques, including those described
below, to hedge against fluctuations in the
price of portfolio securities, to enhance total return or to provide a substitute for the purchase or sale of securities. Some of these techniques, such as purchases of put and call options, options on stock indices
and stock index futures and entry into certain credit derivative transactions, may be used as hedges against or substitutes for investments in equity securities. Other techniques such as the purchase of interest rate
futures and entry into transactions involving interest rate swaps, options on interest rate swaps and certain credit derivatives are hedges against or substitutes for investments in debt securities. The Fund's ability
to utilize any of the techniques described below may be limited by restrictions imposed on its operations in connection with obtaining and maintaining its qualification as a regulated investment company under the
Code. Additionally, other factors (such as cost) may make it impractical or undesirable to use any of these investment techniques from time to time.
Options on Securities
In order to hedge against
adverse market shifts, the Fund may utilize up to 10% of its total assets (in addition to the 10% limit applicable to options on stock indices described below) to purchase put and call options on securities. The Fund
will also, in certain situations, augment its investment positions by purchasing call options, both on specific equity securities, as well as securities representing exposure to equity sectors or indices and fixed
income indices. In addition, the Fund may seek to increase its income or may hedge a portion of its portfolio investments through writing (i.e., selling) covered put and call options.
A put option embodies the
right of its purchaser to compel the writer of the option to purchase from the option holder an underlying security or its equivalent at a specified price at any time during the option period. In contrast, a call
option gives the purchaser the right to buy the underlying security or its equivalent covered by the option or its equivalent from the writer of the option at the stated exercise price. Under interpretations of the
SEC currently in effect, which may change from time to time, a "covered" call option means that so long as the Fund is obligated as the writer of the option, it will own (1) the underlying instruments subject to the
option, (2) instruments convertible or exchangeable into the instruments subject to the option or (3) a call option on the relevant instruments with an exercise price no higher than the exercise price on the call
option written.
The Fund will receive a
premium when it writes put and call options, which increases the Fund's return on the underlying security in the event the option expires unexercised or is closed out at a profit. By writing a call, the Fund will
limit its opportunity to profit from an increase in the market value of the underlying security above the exercise price of the option for as long as the Fund's obligation as the
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
writer of the option continues. Upon the
exercise of a put option written by the Fund, the Fund may suffer an economic loss equal to the difference between the price at which the Fund is required to purchase the underlying security and its market value at
the time of the option exercise, less the premium received for writing the option. Upon the exercise of a call option written by the Fund, the Fund may suffer an economic loss equal to the excess of the security's
market value at the time of the option exercise over the price at which the Fund is required to sell the underlying security less the premium received for writing the option. Thus, in some periods the Fund might
receive less total return and in other periods greater total return from its hedged positions than it would have received from leaving its underlying securities unhedged.
The Fund may purchase and
write options on securities that are listed on national securities exchanges or are traded over the counter, although it expects, under normal circumstances, to effect such transactions on national securities
exchanges.
As a holder of a put option,
the Fund will have the right to sell the securities underlying the option and as the holder of a call option, the Fund will have the right to purchase the securities underlying the option, in each case at their
exercise price at any time prior to the option's expiration date. The Fund may choose to exercise the options it holds, permit them to expire or terminate them prior to their expiration by entering into closing sale
transactions. In entering into a closing sale transaction, the Fund would sell an option of the same series as the one it has purchased. The ability of the Fund to enter into a closing sale transaction with respect to
options purchased and to enter into a closing purchase transaction with respect to options sold depends on the existence of a liquid secondary market. There can be no assurance that a closing purchase or sale
transaction can be effected when the Fund so desires. The Fund's ability to terminate option positions established in the over-the-counter market may be more limited than in the case of exchange-traded options and may
also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Fund.
In purchasing a put option,
the Fund will seek to benefit from a decline in the market price of the underlying security, while in purchasing a call option, the Fund will seek to benefit from an increase in the market price of the underlying
security. If an option purchased is not sold or exercised when it has remaining value, or if the market price of the underlying security remains equal to or greater than the exercise price, in the case of a put, or
remains equal to or below the exercise price, in the case of a call, during the life of the option, the option will expire worthless. For the purchase of an option to be profitable, the market price of the underlying
security must decline sufficiently below the exercise price, in the case of a put, and must increase sufficiently above the exercise price, in the case of a call, to cover the premium and transaction costs. Because
option premiums paid by the
Fund are small in relation to the market
value of the instruments underlying the options, buying options can result in large amounts of leverage. The leverage offered by trading in options could cause the Fund's net asset value (“NAV”) to be
subject to more frequent and wider fluctuation than would be the case if the Fund did not invest in options.
Options on Stock Indices
The Fund may utilize up to
10% of its total assets (in addition to the 10% limit applicable to options on securities) to purchase put and call options on domestic stock indices to hedge against risks of market-wide price movements affecting its
assets. The Fund will also, in certain situations, augment its investment positions by purchasing call options, both on specific equity securities, as well as securities representing exposure to equity sectors or
indices and fixed income indices. In addition, the Fund may write covered put and call options on stock indices. A stock index measures the movement of a certain group of stocks by assigning relative values to the
common stocks included in the index. Options on stock indices are similar to options on securities. Because no underlying security can be delivered, however, the option represents the holder's right to obtain from the
writer, in cash, a fixed multiple of the amount by which the exercise price exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the exercise date. The
advisability of using stock index options to hedge against the risk of market-wide movements will depend on the extent of diversification of the Fund's investments and the sensitivity of its investments to factors
influencing the underlying index. The effectiveness of purchasing or writing stock index options as a hedging technique will depend upon the extent to which price movements in the Fund's securities investments
correlate with price movements in the stock index selected. In addition, successful use by the Fund of options on stock indices will be subject to the ability of the Adviser to predict correctly changes in the
relationship of the underlying index to the Fund's portfolio holdings. No assurance can be given that the Adviser's judgment in this respect will be correct.
Portfolio Turnover
The Fund may engage in
short-term trading strategies, and securities may be sold without regard to the length of time held when, in the opinion of the Adviser, investment considerations warrant such action. These policies, together with the
ability of the Fund to effect short sales of securities and to engage in transactions in options and futures, may have the effect of increasing the Fund's annual rate of portfolio turnover. It is expected that the
annual portfolio turnover rate of the Fund will likely exceed 100%. A high turnover rate (100% or more) necessarily involves greater trading costs to the Fund and may result in the realization of net short term
capital gains. If
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
securities are not held for the applicable
holding periods, dividends paid on them will not qualify for the advantageous federal tax rates.
Foreign Currency Transactions
The Fund may engage in
foreign currency exchange transactions in connection with its investments in foreign securities. The Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or through forward contracts to purchase or sell foreign currencies, including the payment of dividends and the settlement of securities transactions which otherwise
might require untimely dispositions of Fund securities.
Forward Foreign Currency Exchange
Contracts
The Fund may enter into
forward foreign currency exchange contracts in order to protect against possible losses on foreign investments resulting from adverse changes in the relationship between the U.S. dollar and foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (usually less than one year) from the date of the
contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has a deposit requirement, and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the spread) between the price at which they are buying and selling various currencies. However, forward foreign currency exchange contracts may limit potential gains which could result
from a positive change in such currency relationships. The Fund does not speculate in foreign currency.
Except for cross-hedges, the
Fund will not enter into forward foreign currency exchange contracts or maintain a net exposure in such contracts when it would be obligated to deliver an amount of foreign currency in excess of the value of its
portfolio securities or other assets denominated in that currency or, in the case of a "cross-hedge," denominated in a currency or currencies that the Adviser believes will tend to be closely correlated with that
currency with regard to price movements. At the consummation of a forward contract, the Fund may either make delivery of the foreign currency or terminate their contractual obligation to deliver the foreign currency
by purchasing an offsetting contract obligating it to purchase, at the same maturity date, the same amount of such foreign currency. If the Fund chooses to make delivery of the foreign currency, it may be required to
obtain such currency through the sale of portfolio securities denominated in such currency or through conversion of other assets of the Fund into such currency. If the Fund engages in an offsetting transaction, the
Fund will incur a gain or loss to the extent
that there has been a change in forward contract prices.
It should be realized that
this method of protecting the value of the Fund's portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a
rate of exchange which can be achieved at some future point in time. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they
tend to limit any potential gain which might result should the value of such currency increase. Generally, the Fund will not enter into a forward foreign currency exchange contract with a term longer than one year.
Foreign Currency Options
The Fund may purchase and
write options on foreign currencies to protect against declines in the U.S. dollar value of foreign securities or in the U.S. dollar value of dividends or interest expected to be received on these securities. These
transactions may also be used to protect against increases in the U.S. dollar cost of foreign securities to be acquired by the Fund. Writing an option on foreign currency is only a partial hedge, up to the amount of
the premium received, and the Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The Fund may not purchase a foreign currency option if, as a
result, premiums paid on foreign currency options then held by the Fund would represent more than 10% of the Fund's total assets.
A foreign currency option
provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price on a specified date or during the option period. The owner of a call option has the right, but not the
obligation, to buy the currency. Conversely, the owner of a put option has the right, but not the obligation, to sell the currency. When the option is exercised, the seller (i.e., writer) of the option is obligated to
fulfill the terms of the sold option. However, either the seller or the buyer may, in the secondary market, close its position during the option period at any time prior to expiration.
A call option on a foreign
currency generally rises in value if the underlying currency appreciates in value, and a put option on a foreign currency generally rises in value if the underlying currency depreciates in value. Although purchasing a
foreign currency option can protect the Fund against an adverse movement in the value of a foreign currency, the option will not limit the movement in the value of such currency. For example, if the Fund was holding
securities denominated in a foreign currency that was appreciating and had purchased a foreign currency put to hedge against a decline in the value of the currency, the Fund would not have to exercise its put option.
Likewise, if the Fund were to enter into a contract to purchase a security denominated in foreign currency and, in conjunction with that purchase, were to purchase a foreign currency call option to
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
hedge against a rise in value of the
currency, and if the value of the currency instead depreciated between the date of purchase and the settlement date, the Fund would not have to exercise its call. Instead, the Fund could acquire in the spot market the
amount of foreign currency needed for settlement.
Futures Contracts and Options on
Futures Contracts
Futures contracts are
standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser
the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular
securities, foreign currencies, securities indices and other financial instruments and indices. By using foreign currency futures contracts and options on such contracts, the Fund may be able to achieve many of the
same objectives as it would through the use of forward foreign currency exchange contracts and may be able to achieve these objectives more effectively and at a lower cost by using futures transactions instead of
forward foreign currency exchange contracts. The Fund may engage in futures transactions on U.S. and foreign exchanges.
The Fund may purchase and
sell futures contracts, and purchase and write call and put options on futures contracts, to increase total return or to hedge against changes in interest rates, securities prices, currency exchange rates, or to
otherwise manage its term structure, sector selection and duration in accordance with its investment objectives and policies. The Fund may also enter into closing purchase and sale transactions with respect to such
contracts and options. The Adviser has claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act (the "CEA") pursuant to Rule 4.5 under the CEA with respect to the
Fund. The Adviser is not, therefore, is not subject to registration or regulation as a commodity pool operator under the CEA.
Defensive Positions
During periods of adverse
market or economic conditions, the Fund may hold certain securities for less than the 61 days described above and, as a result, shareholders may be unable to take advantage of the reduced federal tax rates applicable
to any qualifying dividends otherwise attributable to such securities. In addition, during such times, the Fund may temporarily invest all or a substantial portion of its assets in cash or cash equivalents. The Fund
will not be pursuing its investment objectives in these circumstances. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and
short-term U.S. government obligations. During such market circumstances, the Fund may not pay tax-advantaged dividends.
Equity-Linked Securities
The Fund may invest in
equity-linked securities, including, but not limited to, participation notes, certificates, and equity swaps. Equity-linked securities are privately issued securities whose investment results are designed to
correspond generally to the performance of a specified stock index or "basket" of stocks, or a single stock. To the extent that the Fund invests in equity-linked securities whose return corresponds to the performance
of a foreign security index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign securities. See "Investment Objectives & Policies
– Portfolio Investments – Foreign Securities" and "Risk Factors – Foreign Securities Risk." In addition, the Fund bears the risk that the counterparty of an equity-linked security may default on its
obligations under the security. If the underlying security is determined to be illiquid, the equity-linked security would also be considered illiquid and thus subject to the Fund's restrictions on investments in
illiquid securities.
Participation notes, also
known as participation certificates, are issued by banks or broker-dealers and are designed to replicate the performance of foreign companies or foreign securities markets and can be used by the Fund as an alternative
means to access the securities market of a country. The performance results of participation notes will not replicate exactly the performance of the foreign companies or foreign securities markets that they seek to
replicate due to transaction and other expenses. Investments in participation notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that
they seek to replicate. There can be no assurance that the trading price of participation notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.
Participation notes are generally traded over-the-counter. Participation notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues them will not fulfill its contractual
obligation to complete the transaction with the Fund. Participation notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, the counterparty, and the Fund is relying
on the creditworthiness of such counterparty and has no rights under a participation note against the issuer of the underlying security. Participation notes involve transaction cost. If the underlying security is
determined to be illiquid, participation notes may be illiquid and therefore subject to the Fund's percentage limitation for investments in illiquid securities. Participation notes offer a return linked to a
particular underlying equity, debt or currency.
Equity swaps allow the
parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity
or equity investment. An
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
equity swap may be used by the Fund to
invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity
swaps may also be used for hedging purposes or to seek to increase total return. The Fund's ability to enter into certain swap transactions may be limited by tax considerations. The counterparty to an equity swap
contract will typically be a bank, investment banking firm or broker/dealer.
Equity swap contracts may be
structured in different ways. For example, a counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap contract would have increased in value had it been invested in
particular stocks (or an index of stocks), plus the dividends that would have been received on those stocks. In these cases, the Fund may agree to pay to the counterparty a floating rate of interest on the notional
amount of the equity swap contract plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to the Fund on the equity swap
contract should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount.
In other cases, the
counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested
in different stocks (or indices of stocks). The Fund will generally enter into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. Payments may be made at the conclusion of an equity swap contract or periodically during its term.
Equity swaps are derivatives
and their value can be very volatile. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the
net amount of payments that the Fund is contractually obligated to make. If the counterparty to an equity swap defaults, the Fund's risk of loss consists of the net amount of payments that the Fund is contractually
entitled to receive. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the
amount invested in the underlying asset without the use of leverage. In addition, the value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest
rates. To the extent that the Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, the Fund may suffer a loss. Because equity swaps are
normally illiquid, the Fund may be unable to terminate its obligations when desired.
Risk Factors
An investment in the Fund's
common shares is subject to risks. The value of the Fund's investments will increase or decrease based on changes in the prices of the investments it holds. This will cause the value of the Fund's shares to increase
or decrease. You could lose money by investing in the Fund. By itself, the Fund does not constitute a complete investment program. You should consider carefully the following risks before investing in the Fund. There
may be additional risks that the Fund does not currently foresee or consider material. You may wish to consult with your legal or tax advisors, before deciding whether to invest in the Fund.
Investment and Market Risk
An investment in common
shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in common shares represents an indirect investment in the securities owned by the Fund, which
are generally traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of
your common shares at any point in time may be less than the value of your original investment, even after taking into account any reinvestment of dividends and distributions.
Issuer Risk
The value of an issuer's
securities that are held in the Fund's portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods
and services.
Common Stock Risk
The Fund invests primarily in
common stocks. Although common stocks have historically generated higher average returns than fixed income securities over the long term, common stocks also have experienced significantly more volatility in returns.
Common stocks may be more susceptible to adverse changes in market value due to issuer specific events or general movements in the equities markets. A drop in the stock market may depress the price of common stocks
held by the Fund. Common stock prices fluctuate for many reasons, including changes in investors' perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or the
occurrence of political, geopolitical, social or economic events affecting issuers. For example, an adverse event, such as an unfavorable earnings report, may depress the value of common stock in which the Fund has
invested; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks held by
the Fund. Also, common stock of an issuer in the Fund's portfolio may decline in price if the
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
issuer fails to make anticipated dividend
payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. The common stocks in which the Fund invests are structurally subordinated to preferred securities,
bonds and other debt instruments in a company's capital structure, in terms of priority to corporate income and assets, and therefore will be subject to greater risk than the preferred securities or debt instruments
of such issuers.
Management Risk
The Fund is subject to
management risk because it is an actively managed portfolio. The Fund's successful pursuit of its investment objectives depends upon the Adviser's ability to find and exploit market inefficiencies with respect to
undervalued securities and identify companies experiencing a change in dividend policy, including the announcement of restructuring initiatives or special dividends. Such situations occur infrequently and sporadically
and may be difficult to predict, and may not result in a favorable pricing opportunity that allows the Adviser to fulfill the Fund's investment objectives. The Adviser's security selections and other investment
decisions might produce losses or cause the Fund to underperform when compared to other funds with similar investment goals. If one or more key individuals leave the employ of the Adviser, the Adviser may not be able
to hire qualified replacements, or may require an extended time to do so. This could prevent the Fund from achieving its investment objectives.
Qualified Dividend Tax Risk
There can be no assurance as
to what portion of the distributions paid to the Fund's shareholders, if any, will consist of tax-advantaged qualified dividend income or long-term capital gains or what the tax rates on various types of income will
be in future years. The favorable U.S. federal tax treatment may be adversely affected, changed or repealed by future changes in tax laws at any time. In addition, it may be difficult to obtain information regarding
whether distributions by non-U.S. entities in which the Fund invests should be regarded as qualified dividend income. Furthermore, to receive qualified dividend income treatment, the Fund must meet holding period and
other requirements with respect to the dividend paying securities in its portfolio, and the shareholder must meet holding period and other requirements with respect to the common shares of the Fund.
Dividend Strategy Risks
The Fund's pursuit of its
investment objectives depends upon the Adviser's ability to anticipate the dividend policies of the companies in which it chooses to invest. It is difficult to anticipate the level of dividends that companies will pay
in any given timeframe. The Fund's strategies require the Adviser to identify and exploit opportunities such as the announcement of major corporate actions, such as
restructuring initiatives or a special
dividend, that may lead to high current dividend income. These situations are typically not recurring in nature or frequency, may be difficult to predict and may not result in an opportunity that allows the Adviser to
fulfill the Fund's investment objective. In addition, the dividend policies of the Fund's target companies are heavily influenced by the current economic climate and the favorable federal tax treatment afforded to
dividends. Challenging economic conditions, affecting either the market as a whole or a specific investment in the Fund's portfolio, may limit the opportunity to benefit from the current dividend policies of the
companies in which the Fund invests or may cause such companies to reduce or eliminate their dividends. In addition, a change in the favorable provisions of the federal tax laws may limit your ability to benefit from
dividend increases or special dividends, may effect a widespread reduction in announced dividends and may adversely impact the valuation of the shares of dividend-paying companies. The use of dividend capture
strategies will expose the Fund to increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading.
Foreign Securities Risk
The Fund has substantial
exposure to foreign securities. The Fund's investments in securities of foreign issuers are subject to risks not usually associated with owning securities of U.S. issuers. These risks can include fluctuations in
foreign currencies, foreign currency exchange controls, social, political and economic instability, differences in securities regulation and trading, expropriation or nationalization of assets, and foreign taxation
issues. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of the Fund's securities. These risks are
heightened under adverse economic, market, geopolitical and other conditions. It may also be more difficult to obtain and enforce a judgment against a foreign issuer. Any foreign investments made by the Fund must be
made in compliance with U.S. and foreign currency restrictions and tax laws restricting the amounts and types of foreign investments. The Fund has no other investment restrictions with respect to investing in foreign
issuers. Dividends paid on foreign securities may not qualify for the reduced federal income tax rates applicable to qualified dividends under the Code. As a result, there can be no assurance as to what portion of the
Fund's distributions attributable to foreign securities will be designated as qualified dividend income.
Emerging Market Securities
Risk
The Fund may invest up to 25%
of its total assets in securities of issuers located 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
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
industrialization. Investing in emerging
markets can involve unique risks in addition to and greater than those generally associated with investing in developed markets. The securities markets of emerging countries are generally smaller, less developed, less
liquid, and more volatile than the securities markets of the U.S. and developed markets. The risks of investing in emerging markets include greater political and economic uncertainties than in developed markets, the
risk of the imposition of economic sanctions against a country, the risk of nationalization of industries and expropriation of assets, social instability and war, currency transfer restrictions, risks that governments
may substantially restrict foreign investing in their capital markets or in certain industries, impose punitive taxes, trade barriers and other protectionist or retaliatory measures. In the event of nationalization,
default, debt restructuring, capital controls, expropriation or other confiscation, the Fund could lose its entire investment in foreign securities. Adverse conditions in a certain region can adversely affect
securities of other countries whose economies appear to be unrelated. To the extent that the Fund invests a significant portion of its assets in a specific geographic region, the Fund will generally have more exposure
to regional economic risks associated with foreign investments. Emerging market economies are often dependent upon a few commodities or natural resources that may be significantly adversely affected by volatile price
movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have a more limited number of potential buyers for investments.
A market swing in one or more emerging market countries or regions where the Fund has invested a significant amount of its assets may have a greater effect on the Fund's performance than it would in a more
geographically diversified portfolio.
The securities markets and
legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems available in more developed countries. Legal
remedies available to investors in some foreign countries are less extensive than those available to investors in the U.S. There could be difficulties in enforcing favorable legal judgments in foreign courts. Foreign
markets may have different securities clearance and settlement procedures. In certain securities markets, settlements may not keep pace with the volume of securities transactions. If this occurs, settlement may be
delayed and the Fund's assets may be uninvested and may not be earning returns. The Fund also may miss investment opportunities or not be able to sell an investment because of these delays. Some investments in
emerging markets can be considered speculative, and the value of those investments can be more volatile than investments in more developed foreign markets. International trade barriers or economic sanctions against
foreign countries, organizations, entities and/or individuals in response to geopolitical tensions or conflicts may adversely affect the value of the Fund’s
foreign holdings. The type and severity of
sanctions and other similar measures are difficult to measure or predict.
Depositary Receipts.
Depositary receipts include
American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”) or other securities convertible into securities of issuers based
in foreign countries. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted. Generally, ADRs, in registered form, are denominated in U.S. Dollars
and are designed for use in the U.S. securities markets, GDRs, in bearer form, are issued and designed for use outside the United States and EDRs (also referred to as Continental Depositary Receipts
(“CDRs”)), in bearer form, may be denominated in other currencies and are designed for use in European securities markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing
ownership of the underlying securities. EDRs are European receipts evidencing a similar arrangement. GDRs are receipts typically issued by non-U.S. banks and trust companies that evidence ownership of either foreign
or domestic securities. For purposes of a Fund's investment policies, ADRs, GDRs and EDRs are deemed to have the same classification as the underlying securities they represent. Thus, an ADR, GDR or EDR representing
ownership of common stock will be treated as common stock.
The Fund may invest in
depositary receipts through “sponsored” or “unsponsored” facilities. While ADRs issued under these two types of facilities are in some respects similar, there are distinctions between them
relating to the rights and obligations of ADR holders and the practices of market participants.
A depositary may establish an unsponsored
facility without participation by (or even necessarily the acquiescence of) the issuer of the deposited securities, although typically the depositary requests a letter of non-objection from such issuer prior to the
establishment of the facility. Holders of unsponsored ADRs generally bear all the costs of such facilities. The depositary usually charges fees upon the deposit and withdrawal of the deposited securities, the
conversion of dividends into U.S. Dollars, the disposition of non-cash distributions, and the performance of other services. The depositary of an unsponsored facility frequently is under no obligation to pass through
voting rights to ADR holders in respect of the deposited securities. In addition, an unsponsored facility is generally not obligated to distribute communications received from the issuer of the deposited securities or
to disclose material information about such issuer in the U.S. and thus there may not be a correlation between such information and the market value of the depositary receipts. Unsponsored ADRs tend to be less liquid
than sponsored ADRs.
Sponsored ADR facilities are
created in generally the same manner as unsponsored facilities, except that the issuer of the deposited
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
securities enters into a deposit agreement
with the depositary. The deposit agreement sets out the rights and responsibilities of the issuer, the depositary, and the ADR holders. With sponsored facilities, the issuer of the deposited securities generally will
bear some of the costs relating to the facility (such as dividend payment fees of the depositary), although ADR holders continue to bear certain other costs (such as deposit and withdrawal fees). Under the terms of
most sponsored arrangements, depositaries agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request
of the issuer of the deposited securities.
In addition, the issuers of
depositary receipts may discontinue issuing new depositary receipts and withdraw existing depositary receipts at any time, which may result in costs and delays in the distribution of the underlying assets to the Fund
and may negatively impact the Fund's performance.
Small- and Medium Cap Company
Risk
Compared to investment
companies that focus only on large capitalization companies, the Fund's share price may be more volatile because it also invests in small and medium capitalization companies. Compared to large companies, small and
medium capitalization companies are more likely to have (i) less information publicly available, (ii) more limited product lines or markets and less mature businesses, (iii) fewer capital resources, (iv) more limited
management depth and (v) shorter operating histories. Further, compared to large cap stocks, the securities of small and medium capitalization companies are more likely to experience sharper swings in market values,
be harder to sell at times and at prices that the Adviser believes appropriate, and offer greater potential for gains and losses.
Portfolio Turnover Risk
The techniques and strategies
contemplated by the Fund might result in a high degree of portfolio turnover. The Fund cannot accurately predict its securities portfolio turnover rate, but anticipates that its annual portfolio turnover rate will
likely exceed 100% under normal market conditions, although it could be materially higher under certain conditions. Higher portfolio turnover rates could result in corresponding increases in brokerage commissions and
may generate short-term capital gains taxable as ordinary income.
Sector Risk
To the extent that the Fund
has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable
developments in that economic sector than funds that invest more broadly.
Information Technology Sector Risk. To the extent that the information technology sector represents a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend to a greater
extent on, factors impacting this sector. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Like other
technology companies, information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face obsolescence due to rapid
technological developments, frequent new product introduction, unpredictable changes in growth rates, competition for the services of qualified personnel and reduced availability of financing options. Companies in the
information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies
Defensive Positions
During periods of adverse
market or economic conditions, the Fund may hold certain securities for less than the 61 days described above and, as a result, shareholders may be unable to take advantage of the reduced federal tax rates applicable
to any qualifying dividends otherwise attributable to such securities. In addition, during such times, the Fund may temporarily invest all or a substantial portion of its assets in cash or cash equivalents. The Fund
would not be pursuing its investment objectives in these circumstances and could miss favorable market developments and the Fund may not pay tax-advantaged dividends. Cash equivalents are highly liquid, short-term
securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. government obligations.
Market Price of Shares
The shares of closed-end
management investment companies often trade at a discount from their NAV, and the Fund's common shares may likewise trade at a discount from NAV. The trading price of the Fund's common shares may be less than the
public offering price. The returns earned by the Fund's shareholders who sell their common shares below NAV will be reduced. The Fund may utilize leverage, which magnifies the market risk.
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 Adviser and/or its service providers (including,
but not limited to, Fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
lose operational functionality. Furthermore,
the Fund may be an appealing target for cybersecurity threats such as hackers and malware.
Leverage Risk
Leverage creates three major
types of risks for shareholders:
•
| the likelihood of greater volatility of NAV and market price of common shares because changes in value of the Fund's portfolio (including changes in the value of any interest rate swap, if applicable)
are borne entirely by the common shareholders;
|
•
| the possibility either that share income will fall if the interest rate on any borrowings or the dividend rate on any preferred shares issued rises, or that share income and distributions will fluctuate
because the interest rate on any borrowings or the dividend rate on any preferred shares issued varies; and
|
•
| if the Fund leverages through issuing preferred shares or borrowings, the Fund may not be permitted to declare dividends or other distributions with respect to its common shares or purchase its capital
stock, unless at the time thereof the Fund meets certain asset coverage requirements.
|
Leverage involves certain
additional risks, including the risk that the cost of leverage may exceed the return earned by the Fund on the proceeds of such leverage. The use of leverage will increase the volatility of changes in the Fund's NAV,
market price and distributions. In the event of a general market decline in the value of assets in which the Fund invests, the effect of that decline will be magnified in the Fund because of the additional assets
purchased with the proceeds of the leverage.
In addition, funds borrowed
pursuant a credit facility may constitute a substantial lien and burden by reason of their prior claim against the income of the Fund and against the net assets of the Fund in liquidation. In the event of an event of
default under a loan facility, lenders may have the right to cause a liquidation of the collateral (i.e., sell portfolio securities and other assets of the Fund) and, if any such default is not cured, the lenders may
be able to control the liquidation as well. A leverage facility agreement may include covenants that impose on the Fund asset coverage requirements, Fund composition requirements and limits on certain investments,
such as illiquid investments or derivatives, which are more stringent than those imposed on the Fund by the 1940 Act. However, because the Fund's use of leverage is expected to be relatively modest and flexible in
approach, the Adviser currently does not believe that these restrictions would significantly impact its management of the Fund.
The Adviser in its best
judgment nevertheless may determine to maintain the Fund's leveraged position if it deems such action to be appropriate in the circumstances. During periods in which the Fund is using leverage, the fees paid to the
Adviser for investment advisory services will be higher than if the Fund did not use leverage because the fees paid will be calculated on the basis of the Fund's total assets,
including proceeds from borrowings, which may
create an incentive to leverage the Fund.
REIT Risk
If the Fund invests in REITs,
such investment will subject the Fund to various risks. The first, real estate industry risk, is the risk that the REIT share prices will decline because of adverse developments affecting the real estate industry and
real property values. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of
specific industries that rent properties. REITs often invest in highly leveraged properties. The second risk is the risk that returns from REITs, which typically are small or medium capitalization stocks, will trail
returns from the overall stock market. The third, interest rate risk, is the risk that changes in interest rates may hurt real estate values or the values of underlying mortgage loans; and therefore make REIT shares
less attractive, more volatile and less liquid than other income producing investments. Although interest rates have significantly increased since 2022 through the date of this annual report, the prices of real
estate-related assets generally have not decreased as much as may be expected based on historical correlations between interest rates and prices of real estate-related assets. This presents an increased risk of a
correction or severe downturn in real estate-related asset prices, which could adversely impact the value of REITs as well. This risk is particularly present with respect to commercial real estate-related asset
prices, and the value of other investments with a connection to the commercial real estate sector. As examples of the current risks faced by real estate-related assets; tenant vacancy rates, tenant turnover and tenant
concentration have increased; owners of real estate have faced headwinds, delinquencies and difficulties in collecting rents and other payments (which increases the risk of owners being unable to pay or otherwise
defaulting on their own borrowings and obligations); property values have declined; inflation, upkeep costs and other expenses have increased; and rents have declined for many properties.
Qualification as a REIT under
the Code in any particular year is a complex analysis that depends on a number of factors. There can be no assurance that the entities in which the Fund invests with the expectation that they will be taxed as a REIT
will qualify as a REIT. An entity that fails to qualify as a REIT, would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its shareholders and would not pass through to
its shareholders the character of income earned by the entity. If the Fund were to invest in an entity that failed to qualify as a REIT, such failure could drastically reduce the Fund's yield on that investment.
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
Dividends paid by REITs will not generally
qualify for the reduced federal income tax rates applicable to qualified dividends under the Code.
The Fund does not expect to
invest a significant portion of its assets in REITs, but does not have any investment restrictions with respect to such investments.
Investments in Undervalued
Securities
The Fund's investment
strategy includes investing in securities, which, in the opinion of the Adviser, are undervalued. The identification of investment opportunities in undervalued securities is a difficult task and there is no assurance
that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer opportunities for above-average capital appreciation, these investments involve a high degree of
financial risk and can result in substantial losses.
Short Sale Risk
When transacting a short
sale, the Fund must borrow the security sold to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at
such time may be higher or lower than the price at which the security was sold by the Fund.
A short sale will be
successful if the shorted security price decreases. However, if the underlying security goes up in price during the period during which the short position is outstanding, the Fund will realize a loss. The risk on a
short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction.
Therefore, short sales may be
subject to greater risks than investments in long positions. With a long position the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum
attainable price of the security sold short.
The Fund also incurs increased
transaction costs associated with selling securities short.
Special Risks Associated with
Foreign Currency Options
Buyers and sellers of foreign
currency options are subject to the same risks that apply to options generally, as described below. In addition, there are certain additional risks associated with foreign currency options. The Fund's ability to
establish and close out positions on such options is subject to the maintenance of a liquid secondary market. Although the Fund will not purchase or write such options unless and until, in the opinion of the Adviser,
the market for them has developed sufficiently to ensure that the risks in connection with such options are not greater than the risks in connection with the underlying currency, there can be no assurance that a
liquid secondary market
will exist for a particular option at any
specific time. In addition, options on foreign currencies are affected by most of the same factors that influence foreign exchange rates and investments generally.
The value of a foreign
currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and may have
no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use
of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that
are less favorable than for round lots.
There is no systematic
reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation
information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (i.e., less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. option markets are closed while the markets for the underlying currencies remain open, significant price and
rate movements may take place in the underlying markets that cannot be reflected in the options markets until they reopen.
Risk Characteristics of Options
and Futures
Options and futures
transactions can be highly volatile investments. Successful hedging strategies require the anticipation of future movements in securities prices, interest rates and other economic factors. When a fund uses futures
contracts and options as hedging devices, the prices of the securities subject to the futures contracts and options may not correlate with the prices of the securities in a portfolio. This may cause the futures and
options to react to market changes differently than the portfolio securities. Even if expectations about the market and economic factors are correct, a hedge could be unsuccessful if changes in the value of the
portfolio securities do not correspond to changes in the value of the futures contracts. The ability to establish and close out futures contracts and options on futures contracts positions depends on the availability
of a secondary market. If these positions cannot be closed out due to disruptions in the market or lack of liquidity, losses may be sustained on the futures contract or option.
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
Special Risks Associated with Foreign Currency
Futures Contracts and Related Options
Buyers and sellers of foreign
currency futures contracts are subject to the same risks that apply to the use of futures generally, as described above. In addition, there are risks associated with foreign currency futures contracts and their use as
a hedging device similar to those associated with options on foreign currencies, as described above.
Options on foreign currency
futures contracts may involve certain additional risks. The ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. To reduce this risk, the Fund will
not purchase or write options on foreign currency futures contracts unless and until, in the opinion of the Adviser, the market for such options has developed sufficiently that the risks in connection with such
options are not greater than the risks in connection with transactions in the underlying foreign currency futures contracts. Compared to the purchase or sale of foreign currency futures contracts, the purchase of call
or put options on futures contracts involves less potential risk to the Fund because the maximum amount at risk is the premium paid for the option (plus transaction costs). However, there may be circumstances when the
purchase of a call or put option on a futures contract would result in a loss of up to the amount of the premium paid for the option, such as when there is no movement in the price of the underlying currency or
futures contract.
Preferred Securities Risk
In addition to credit risk,
investment in preferred securities carries risks including deferral risk, redemption risk, limited voting rights, risk of subordination and lack of liquidity. Fully taxable or hybrid preferred securities typically
contain provisions that allow an issuer, at its discretion, to defer distributions for up to 20 consecutive quarters. Traditional preferreds also contain provisions that allow an issuer, under certain conditions to
skip (in the case of "noncumulative preferreds") or defer (in the case of "cumulative preferreds"), dividend payments. If the Fund owns a preferred security that is deferring its distributions, the Fund may be
required to report income for tax purposes while it is not receiving any distributions. Preferred securities typically contain provisions that allow for redemption in the event of tax or security law changes in
addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. Preferred securities typically do not provide any
voting rights, except in cases when dividends are in arrears beyond a certain time period, which varies by issue. Preferred securities are subordinated to bonds and other debt instruments in a company's capital
structure in terms of priority to corporate income and liquidation payments to the extent proceeds are available after paying any more senior creditors, and therefore will be subject to greater credit risk than those
debt instruments. Preferred securities may be substantially less liquid than
many other securities, such as U.S.
government securities, corporate debt or common stocks. Dividends paid on preferred securities will generally not qualify for the reduced federal income tax rate applicable to qualified dividends under the Code.
Interest Rate Risk
Interest rate risk is the
risk that preferred stocks paying fixed dividend rates and fixed-rate debt securities will decline in value because of changes in market interest rates. When interest rates rise, the market value of such securities
generally will fall. The Fund's investment in preferred stocks and fixed-rate debt securities means that the NAV and price of the common shares may decline if market interest rates rise. During periods of declining
interest rates, an issuer of preferred stock or fixed-rate debt securities may exercise its option to redeem securities prior to maturity, forcing the Fund to reinvest in lower yielding securities. This is known as
call risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected payments. This may lock in a below market yield, increase the
security's duration, and reduce the value of the security. This is known as extension risk. The value of the Fund's common stock investments may also be influenced by changes in interest rates.
Convertible Securities Risk
The value of a convertible
security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment
value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security's investment value. The
conversion value of a convertible security is determined by the market price of the underlying common stock, and, therefore, is also subject to the same types of market and issuer risks that may negatively affect the
underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value
decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying
common stock while holding a fixed income security.
A convertible security may be
subject to redemption at the option of the issuer at a price established in the convertible security's governing
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
instrument. If a convertible security held
by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an
adverse effect on the Fund's ability to achieve its investment objectives.
Illiquid Securities Risk
Restricted securities and
other illiquid investments of the Fund involve the risk that the securities will not be able to be sold at the time desired by the Adviser or at prices approximating the value at which the Fund is carrying the
securities. Where registration is required to sell a security, the Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time
the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed
when it decided to sell. Restricted securities for which no market exists and other illiquid investments are valued at fair value as determined in accordance with procedures approved and periodically reviewed by the
Board of Trustees of the Fund.
Inflation Risk
Inflation risk is the risk
that the purchasing power of assets or income from investment will be less in the future as inflation decreases the value of money. To the extent that inflation occurs, it will reduce the real value of dividends paid
by the Fund and the Fund’s common shares. Most emerging market countries, in particular, have experienced substantial, and in some periods extremely high and volatile, rates of inflation. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative effects on economies and securities markets globally. In an attempt to control inflation, wage and price controls have been imposed at
times in certain countries.
Borrowing Risk
If the Fund borrows money, it
would experience greater volatility of NAV and market price of the common shares. If the income from the securities purchased with such funds were not sufficient to cover the cost of any such borrowing, the return on
the Fund would be less than if borrowing had not been used, and therefore the amount available for distribution to the Fund's shareholders as dividends and other distributions would be reduced and might not satisfy
the level dividend rate distribution policy set by the Board of Trustees.
Risks of Derivative
Investments
The Fund may invest in
derivative instruments as described in the Fund's Prospectus and Statement of Additional Information. Investments in derivative instruments may be for both investment
and hedging purposes. Losses from
investments in derivative instruments can, among other things, result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential
illiquidity of the markets for derivative instruments, the failure of the counterparty to perform its contractual obligations, or the risks arising from margin and settlement payment requirements, related leverage
factors or operational and legal issues associated with such transactions. The use of these investment techniques also involves the risk of loss if the Adviser is incorrect in its expectation of the timing or level of
fluctuations in securities prices, interest rates or currency prices. Investments in derivative instruments may be harder to value, subject to greater volatility and more likely subject to changes in tax treatment
than other investments. For these reasons, the Adviser's attempts to hedge portfolio risks through the use of derivative instruments may not be successful, and the Adviser may choose not to hedge certain portfolio
risks. The use of derivatives for investment purposes is considered a speculative practice and presents even greater risk of loss.
In October 2020, the SEC
adopted Rule 18f-4 under the 1940 Act, which governs a registered investment company's use of derivatives, short sales, reverse repurchase agreements, and certain other instruments. Under Rule 18f-4, a fund's
derivatives exposure is limited through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. However, subject to certain conditions,
funds that do not invest heavily in derivatives may be deemed limited derivatives users and would not be subject to the full requirements of Rule 18f-4. . Under the rule, when the Fund trades reverse repurchase
agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions
with the aggregate amount of any other senior securities representing indebtedness when calculating the Fund’s asset coverage ratio or treat all such transactions as derivatives transactions. In addition, under
the rule, the Fund is permitted to invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed not to involve a senior security (as
defined under Section 18(g) of the 1940 Act), provided that, (i) the Fund intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date (the
“Delayed-Settlement Securities Provision”). The Fund may otherwise engage in when-issued, forward-settling and non-standard settlement cycle securities transactions that do not meet the conditions of the
Delayed-Settlement Securities Provision so long as the Fund treats any such transaction as a “derivatives transaction” for purposes of compliance with the rule. Furthermore, under the rule, the Fund is
permitted to enter into an unfunded commitment agreement, and such unfunded commitment
Additional Information Regarding the Fund
(AGD) (Unaudited) (continued)
agreement will not be subject to the asset
coverage requirements under the 1940 Act, if the Fund reasonably believes, at the time it enters into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all
such agreements as they come due. These requirements may limit the ability of the Fund to use derivatives, and reverse repurchase agreements and similar financing transactions as part of its investment strategies.
These requirements may increase the cost of the Fund’s investments and cost of doing business, which could adversely affect investors.
Anti-Takeover Provisions
The Fund's Declaration of
Trust includes provisions that could have the effect of inhibiting the Fund's possible conversion to open-end status and limiting the ability of other entities or persons to acquire control of the Fund or the Board of
Trustees. In certain circumstances, these provisions might also inhibit the ability of shareholders to sell their shares at a premium over prevailing market prices.
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 US 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, actual or threatened wars
or other armed conflicts (such as the Russia/Ukraine and Israel/Hamas conflicts), 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.
Fundamental Investment
Restrictions
The following investment
restrictions of the Fund are designated as fundamental policies and as such may not be changed without the approval of a majority of the Fund's outstanding common shares, which as used in this SAI means the lesser of
(a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders
of more than 50% of the outstanding shares
are present or represented at the meeting or (b) more than 50% of outstanding shares of the Fund. As a matter of fundamental policy, the Fund may not:
1.
| Borrow money, except as permitted by the 1940 Act. The Fund may borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of
securities transactions which otherwise might require untimely dispositions of Fund securities. The 1940 Act currently requires that any indebtedness incurred by a closed-end investment company have an asset coverage
of at least 300%. The Fund may not pledge, mortgage, hypothecate or otherwise encumber its assets, except to secure permitted borrowings and to implement collateral and similar arrangements incident to permitted
investment practices;
|
2.
| Issue senior securities, as defined in the 1940 Act, other than (a) preferred shares which immediately after issuance will have asset coverage of at least 200%, (b) indebtedness which immediately after
issuance will have asset coverage of at least 300% or (c) the borrowings permitted by investment restriction (1) above. The 1940 Act currently defines "senior security" as any bond, debenture, note or similar
obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends. Debt and equity
securities issued by a closed-end investment company meeting the foregoing asset coverage provisions are excluded from the general 1940 Act prohibition on the issuance of senior securities;
|
3.
| Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The purchase of investment assets with the
proceeds of a permitted borrowing or securities offering will not be deemed to be the purchase of securities on margin;
|
4.
| Underwrite securities issued by other persons, except insofar as it may technically be deemed to be an underwriter under the Securities Act in selling or disposing of a portfolio investment;
|
5.
| Make loans to other persons, except by (a) the acquisition of loan interests, debt securities and other obligations in which the Fund is authorized to invest in accordance with its investment objectives
and policies and (b) entering into repurchase agreements;
|
6.
| Purchase or sell real estate, although it may purchase and sell securities which are secured by interests in real estate and securities of issuers which invest or deal in real estate. The Fund
|
Additional Information Regarding the Fund
(AGD) (Unaudited) (concluded)
| reserves the freedom of action to hold and to sell real estate acquired as a result of the ownership of securities;
|
7.
| Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities. Physical commodities do not include futures contracts with respect to securities, securities indices,
currencies, interest or other financial instruments; and
|
8.
| With respect to 75% of its total assets, invest more than 5% of its total assets in the securities of a single issuer or purchase more than 10% of the outstanding voting securities of a single issuer,
except obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities and except securities of other investment companies; or invest 25% or more of its total assets in any single industry
or group of industries (other than securities issued or guaranteed by the U.S. government or its agencies or instrumentalities).
|
9.
| Sell a security short if, as a result of such sale, the current value of securities sold short by that Fund would exceed 10% of the value of that Fund's total assets; provided, however, if the Fund owns
or has the right to obtain securities equivalent in kind and amount to the securities sold short (i.e., short sales "against the box"), this limitation is not applicable. The Fund has no current intention to take
short positions in securities. However, if the Fund does take any short positions, it will maintain sufficient segregated liquid assets to cover the short position.
|
Effects of Leverage
The following table is
furnished in response to requirements of the SEC. It is designed to, among other things, illustrate the effects of leverage through the use of senior securities, as that term is defined under Section 18 of the 1940
Act, on Common Share total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in a Fund's portfolio) of -10%, -5%, 0%, 5% and 10%. The table below
reflects the Fund's continued use of the line of credit as of October 31, 2023 as a percentage of total managed assets (including assets attributable to such leverage), and the annual return that the Fund's
portfolio must experience (net of expenses) in order to cover such costs. The information below does not reflect the Fund's use of certain other forms of economic leverage achieved through the use of other instruments
or transactions not considered to be senior securities under the 1940 Act, such as covered credit default swaps or other derivative instruments.
The assumed investment
portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the
investment portfolio returns experienced or
expected to be experienced by the Fund. Your actual returns may be greater or less than those appearing below. In addition, actual borrowing expenses associated with reverse repurchase agreements (or dollar rolls or
borrowings, if any) used by the Fund may vary frequently and may be significantly higher or lower than the rate used for the example below.
Assumed
annual
returns on
the Fund's
portfolio
(net of
expenses)
| (10%)
| (5%)
| 0%
| 5%
| 10%
|
Corresponding
return of
shareholder
| (10.1%)
| (5.1%)
| (0.0%)
| 5.0%
| 10.0%
|
Based on estimated
indebtedness of $1,536,778 (representing approximately 0.62% of the Fund's Managed Assets as of October 31, 2023 at an annual interest rate of 6.27% (effective interest rate as of October 31, 2023), the Fund's
investment portfolio at fair value would have to produce an annual return of approximately 0.4% to cover annual interest payments on the estimated debt.
Share total return is
composed of two elements – the distributions paid by the Fund to holders of Shares (the amount of which is largely determined by the net investment income of the Fund after paying dividend payments on any
preferred shares issued by the Fund and expenses on any forms of leverage outstanding) and gains or losses on the value of the securities and other instruments the Fund owns. As required by SEC rules, the table
assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the income it receives on its investments is
entirely offset by losses in the value of those investments. This table reflects hypothetical performance of the Fund's portfolio and not the actual performance of the Fund's Shares, the value of which is determined
by market forces and other factors.
Should the Fund elect to add
additional leverage to its portfolio, any benefits of such additional leverage cannot be fully achieved until the proceeds resulting from the use of such leverage have been received by the Fund and invested in
accordance with the Fund's investment objective and policies. As noted above, the Fund's willingness to use additional leverage, and the extent to which leverage is used at any time, will depend on many factors,
including, among other things, the Adviser's assessment of the yield curve environment, interest rate trends, market conditions and other factors.
Additional Information Regarding the
Fund (AOD) (Unaudited)
Recent Changes
The following information is
a summary of certain changes during the fiscal year ended October 31, 2023. This information may not reflect all of the changes that have occurred since you purchased the Fund.
During the applicable period,
there have been: (i) no material changes to the Fund's investment objectives and policies that constitute its principal portfolio emphasis that have not been approved by shareholders; (ii) no material changes to the
Fund's principal risks; (iii) no changes to the persons primarily responsible for day-to-day management of the Fund; and (iv) no changes to the Fund's charter or by-laws that would delay or prevent a change of control
that have not been approved by shareholders except as follows:
Changes to Persons Primarily
Responsible for Day-to-Day Management of the Fund
The Fund is managed by
abrdn's Global Equity team. The Global Equity team works in a truly collaborative fashion; all team members have both portfolio management and research responsibilities. The team is responsible for the day-to-day
management of the Fund.
Effective October 18, 2023,
Dominic Byrne and Bruce Stout were replaced by Ruairidh Finlayson as members of the team having primary responsibility for the day-to-day management of the Fund's portfolio, joining Josh Duitz and Martin
Connaghan. Ruairidh Finlayson is an Investment Director at abrdn. Ruairidh joined the company in 2018 from Polar Capital Partners where he worked as an Equity Analyst for the North America and Global Alpha
funds. Previously, Ruairidh worked as an Equity Analyst for Brewin Dolphin after qualifying as a Chartered Accountant with Ernst & Young.
Investment Objectives and
Policies
Investment Objectives
The Fund's primary investment
objective is to seek high current dividend income. The Fund also focuses on long-term growth of capital as a secondary investment objective. There is no assurance that the Fund will achieve its investment objectives.
The Fund's investment objectives and some of its investment policies are considered fundamental policies and may not be changed without shareholder approval.
Investment Strategies
The Fund combines four
research-driven investment strategies – growth, value, special dividends and dividend capture rotation – to maximize the amount of distributed dividend income and to identify companies globally with the
potential for dividend increases and capital appreciation. The Fund uses a multi-cap, multi-sector, multi-style approach to invest in the securities of issuers of any capitalization level (small, mid or large) and in
any sector of industry.
The Fund invests at least 80% of its net
assets plus amounts borrowed for investment purposes in equity securities, primarily common stocks, issued by domestic and foreign companies whose equity securities are readily traded on an established U.S. or foreign
securities market and pay dividends. The Board of Trustees may change this 80% policy on not less than 60 days' notice to shareholders. The Fund seeks to provide dividend income without regard to whether the dividends
qualify for the reduced federal income tax rates applicable to qualified dividends under the Code. Although it is not the Fund's current intent, the Fund may invest up to 100% of its total assets in the securities of
non-U.S. issuers and is not restricted on how much may be invested in the issuers of any single country, provided the Fund limits its investments in countries that are considered emerging markets to no more than 35%
of the Fund's total assets at any one time. Under normal circumstances, however, the Fund invests 35-80% of its total assets in the securities of non-U.S. issuers and among the securities of issuers located in
approximately 10 to 30 countries. Allocation of the Fund's assets to issuers outside of the U.S. and among countries outside of the U.S. is dependent on the economic outlook of those countries and the dividend yields
available in their markets. The Adviser believes that this flexibility will allow it to continuously pursue high current dividend income in countries where the Adviser perceives the best opportunities to exist.
The Adviser believes that
dividend paying stocks have the potential for superior total return performance, as compared to non-dividend paying stocks. The Adviser believes that global diversification may provide to investors in the Fund the
benefit of generally higher dividend yields in some countries outside the United States.
The Fund invests in equity
securities issued by U.S. corporations, and foreign issuers whose equity securities are readily traded on an established U.S. or foreign securities market, that pay dividends. The Fund screens the U.S. and foreign
companies in which it considers investing using the same criteria, including, generally, high dividend yield, sufficiently liquid trading in an established market, and also its judgment that the issuer may have good
prospects for earnings growth or may be undervalued. The equity securities in which the Fund invests include primarily common stocks. The Fund may, from time to time, also invest a portion of its assets in depositary
receipts, preferred stocks, real estate investment trusts ("REITs"), master limited partnerships ("MLPs"), exchange-traded funds ("ETFs") and securities convertible into or exchangeable for common stocks, such as
convertible debt.
The Fund may from time to
time engage in short sales of securities, for investment or for hedging purposes. Short sales are transactions in which the Fund sells a security it does not own. To complete the transaction, the Fund must borrow the
security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
by purchasing the security at the market
price at the time of replacement. In the event that the Fund elects to pursue such a strategy, the Fund expects it would sell shares of portfolio securities short through a pair trade system, where it would maintain a
long position in a basket of dividend-paying stocks and a short position in a security or securities replicating an index, which the Fund expects to be outperformed by the dividend-paying stocks it owns. The Fund may
also sell short individual stocks that the Fund expects to underperform other stocks which the Fund holds. For hedging purposes, the Fund may purchase or sell short futures contracts on global equity indexes.
The Fund intends to use
leverage through borrowing from a credit facility. The Fund is permitted to engage in other transactions, such as reverse repurchase agreements and issuance of debt securities or preferred securities, which have the
effect of leverage, but currently has no intention to do so. The Adviser believes that the use of leverage may provide positive absolute return in the long term and potentially increased income and would thereby be
beneficial to shareholders. The portfolio management team anticipates using leverage in an aggregate amount up to 33 1/3% of its total assets (including the amount obtained from leverage), under normal market
conditions. The Fund's portfolio management team may use leverage opportunistically and seek to reduce the Fund's leverage usage during times of heightened market volatility. Depending on market conditions, the
portfolio management team may choose not to use any leverage or may instead borrow up to 33 1/3% of the Fund's total assets. The Fund also may borrow money as a temporary measure for extraordinary or emergency
purposes, including the payment of dividends and the settlement of securities transactions, which otherwise might require untimely dispositions of Fund securities.
The Fund may, from time to
time, take temporary defensive positions that are inconsistent with the Fund's principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. During such times,
the Fund may temporarily invest up to 100% of its assets in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, Treasury bills and other short-term obligations
of the U.S. Government, its agencies or instrumentalities. In these and in other cases, the Fund may not achieve its investment objectives.
Generally, securities are
purchased or sold by the Fund on national securities exchanges and in the over-the-counter market. From time to time, securities may be purchased or sold in private transactions, including securities that are not
publicly traded or that are otherwise illiquid. The Adviser does not expect investments in illiquid securities to comprise more than 10% of the Fund's total assets (determined at the time the investment is made).
The Adviser may invest the Fund's cash
balances in any investments it deems appropriate, including, without limitation and as permitted under the 1940 Act, money market funds, repurchase agreements, U.S. Treasury and U.S. agency securities, municipal bonds
and bank accounts. Any income earned from such investments is ordinarily reinvested by the Fund in accordance with its investment program. Many of the considerations entering into the Adviser's recommendations and the
portfolio managers' decisions are subjective.
Certain of the Fund's
investment strategies may not qualify for the reduced federal income tax rates applicable to qualified dividend income under the Code. As a result, there can be no assurance as to what portion of the Fund's
distributions will be designated as qualified dividend income.
The Adviser considers and
evaluates ESG factors as part of the investment analysis process for most long-term investments. The Adviser considers the most material potential ESG risks and opportunities impacting issuers, alongside other non-ESG
factors. The relevance of ESG factors to the investment process varies across issuers and strategies. For instance, ESG factors may not be considered for securities that the Adviser intends to hold solely as part of
the Fund’s dividend recapture strategy, which is discussed in more detail below.
Growth Strategy
The Fund's growth strategy
seeks to identify issuers with lower, but still attractive, current dividend yields, that have the potential for higher earnings growth through capital appreciation or increasing dividend payments.
Value Strategy
In managing the assets of the
Fund, the Adviser generally pursues a value-oriented approach. The Adviser seeks to identify investment opportunities in equity securities of dividend paying corporations that it believes are undervalued relative to
the market and to the securities' historical valuations, including turnaround opportunities with a catalyst, depressed earnings that may be poised to recover or where a restructuring or major corporate action may add
value. The Fund invests in stocks among all capitalization levels (small, mid and large), using a multi-cap, multi-sector, multi-style approach when selecting the stocks of companies in which the Fund invests. The
average capitalization of issuers is not intended to be static and varies over time. Factors that the Adviser considers include fundamental factors such as earnings growth, cash flow and historical payment of
dividends. The Fund's investments in common stocks will emphasize stocks that (at the time of purchase) pay dividends and have capital appreciation potential.
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
Special Dividend Strategy
The Fund's special dividend
strategy seeks to maximize the level of dividend income that the Fund receives by identifying special dividend situations. Special dividend situations may include those where companies decide to return large cash
balances to shareholders as one-time dividend payments (e.g. due to a restructuring or recent strong operating performance). Other special dividends may arise in a variety of situations.
Dividend Capture Rotation
Strategy
The Fund's dividend capture
rotation strategy seeks to maximize the level of dividend income that the Fund receives by engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or shortly after the stock's
ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected to pay dividends before the next dividend payment on the stock being sold. Through this rotation practice, the Fund
may receive more dividend payments over a given period of time than if it held a single stock. Receipt of a greater number of dividend payments during a given time period could augment the total amount of dividend
income the Fund receives over this period. For example, during the course of a single year it may be possible through dividend capture trading for the Fund to receive five or more dividend payments with respect to
Fund assets attributable to dividend capture trading where it may only have received four quarterly payments in a hold only strategy. The use of dividend capture strategies will expose the Fund to increased trading
costs and potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading.
The Fund's dividend capture
trading strategy may limit the Fund's ability to meet certain holding period requirements for dividends that it receives to qualify for the reduced federal income tax rates applicable to qualified dividends under the
Code. As a result, there can be no assurance as to what portion of the Fund's distributions will be reported as qualified dividend income.
Portfolio Investments
Common Stocks
The Fund invests primarily in
common stocks. Common stocks represent an ownership interest in an issuer. While offering greater potential for long-term growth, common stocks are more volatile and riskier than some other forms of investment. Common
stock prices fluctuate for many reasons, including adverse events, such as an unfavorable earnings report, changes in investors' perceptions of the financial condition of an issuer or the general condition of the
relevant stock market, or when political or economic events affecting
the issuers occur. In addition, common stock
prices may be sensitive to rising interest rates as the costs of capital rise and borrowing costs increase.
Preferred Stocks
Preferred stock, like common
stock, represents an equity ownership in an issuer. Generally, preferred stock has a priority of claim over common stock in dividend payments and upon liquidation of the issuer. Unlike common stock, preferred stock
does not usually have voting rights. Preferred stock in some instances is convertible into common stock. Although they are equity securities, preferred stocks have characteristics of both debt and common stock. Like
debt, their promised income is contractually fixed. Like common stock, they do not have rights to precipitate bankruptcy proceedings or collection activities in the event of missed payments. Other equity
characteristics are their subordinated position in an issuer's capital structure and that their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific
assets or cash flows.
Distributions on preferred
stock must be declared by the board of directors of the issuer and may be subject to deferral, and thus they may not be automatically payable. Income payments on preferred stock may be cumulative, causing dividends
and distributions to accrue even if not declared by the issuer's board of directors or otherwise made payable, or they may be non-cumulative, so that skipped dividends and distributions do not continue to accrue.
There is no assurance that dividends on preferred stocks in which the Fund invests will be declared or otherwise made payable. The Fund may invest in non-cumulative preferred stock, although the Adviser would
consider, among other factors, their non-cumulative nature in making any decision to purchase or sell such securities.
Shares of preferred stock
have a liquidation value that generally equals the original purchase price at the date of issuance. The market values of preferred stock may be affected by favorable and unfavorable changes impacting the issuers'
industries or sectors, including companies in the utilities and financial services sectors, which are prominent issuers of preferred stock. They may also be affected by actual and anticipated changes or ambiguities in
the tax status of the security and by actual and anticipated changes or ambiguities in tax laws, such as changes in corporate and individual income tax rates, and in the dividends received deduction for corporate
taxpayers or the lower rates applicable to certain dividends.
Because the claim on an
issuer's earnings represented by preferred stock may become onerous when interest rates fall below the rate payable on the stock or for other reasons, the issuer may redeem preferred stock, generally after an initial
period of call protection in which the stock is not redeemable. Thus, in declining interest rate
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
environments in particular, the Fund's
holdings of higher dividend-paying preferred stocks may be reduced and the Fund may be unable to acquire securities paying comparable rates with the redemption proceeds.
Foreign Securities
Although it is not required
to, under normal circumstances, the Fund invests 35-80% of its total assets in securities of issuers located in foreign countries. The Fund invests in foreign securities, including direct investments in securities of
foreign issuers and investments in depositary receipts (such as American Depositary Receipts ("ADRs")) that represent indirect interests in securities of foreign issuers. The Fund is not limited in the amount of
assets it may invest in such foreign securities. These investments involve risks not associated with investments in the United States, including the risk of fluctuations in foreign currency exchange rates, unreliable
and untimely information about the issuers and political and economic instability. These risks could result in the Adviser's misjudging the value of certain securities or in a significant loss in the value of those
securities.
The value of foreign
securities is affected by changes in currency rates, foreign tax laws (including withholding tax), government policies (in the United States or abroad), relations between nations and trading, settlement, and custodial
and other operational risks. In addition, the costs of investing abroad are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental
supervision than markets in the United States. As an alternative to holding foreign-traded securities, the Fund may invest in dollar-denominated securities of foreign companies that trade on U.S. exchanges or in the
U.S. over-the-counter market (including depositary receipts as described below, which evidence ownership in underlying foreign securities, and ETFs as described above).
Because foreign companies are
not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a
foreign company than about a domestic company. Volume and liquidity in most foreign debt markets are less than in the United States and securities of some foreign companies are less liquid and more volatile than
securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the
United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio
securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory
taxation, political or social instability,
or diplomatic developments which could affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities markets, while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S.
companies.
The Fund may purchase ADRs,
European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"), which are certificates evidencing ownership of shares of foreign issuers and are alternatives to purchasing directly the underlying
foreign securities in their national markets and currencies. However, such depositary receipts continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include
foreign exchange risk as well as the political and economic risks associated with the underlying issuer's country. ADRs, EDRs and GDRs may be sponsored or unsponsored. Unsponsored receipts are established without the
participation of the issuer. Unsponsored receipts may involve higher expenses, they may not pass-through voting or other shareholder rights, and they may be less liquid. Less information is normally available on
unsponsored receipts.
Dividends paid on foreign
securities may not qualify for the reduced federal income tax rates applicable to qualified dividends under the Code. As a result, there can be no assurance as to what portion of the Fund's distributions attributable
to foreign securities will be designated as qualified dividend income.
Emerging Market Securities
The Fund may invest up to 35%
of its assets in securities of issuers located in emerging markets. The Fund uses the MSCI Emerging Markets Index methodology to determine which countries are considered emerging markets. The risks of foreign
investments described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than
the securities markets of the United States and developed foreign markets. Disclosure and regulatory standards in many respects are less stringent than in the United States and developed foreign markets. There also
may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations has been extremely limited.
Many emerging countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
rates have had and may continue to have very
negative effects on the economies and securities markets of certain emerging countries. Economies in emerging markets generally are heavily dependent upon international trade and, accordingly, have been and may
continue to be affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures imposed or negotiated by the countries with which they trade.
The economies of these countries also have been and may continue to be adversely affected by economic conditions in the countries in which they trade. The economies of countries with emerging markets may also be
predominantly based on only a few industries or dependent on revenues from particular commodities. In addition, custodial services and other costs relating to investment in foreign markets may be more expensive in
emerging markets than in many developed foreign markets, which could reduce the Fund's income from such securities.
In many cases, governments of
emerging countries continue to exercise significant control over their economies, and government actions relative to the economy, as well as economic developments generally, may affect the Fund's investments in those
countries. In addition, there is a heightened possibility of expropriation or confiscatory taxation, imposition of withholding taxes on interest payments, or other similar developments that could affect investments in
those countries. There can be no assurance that adverse political changes will not cause the Fund to suffer a loss of any or all of its investments.
Dividends paid by issuers in
emerging market countries will generally not qualify for the reduced federal income tax rates applicable to qualified dividends under the Code.
Real Estate Investment Trusts
The Fund may invest in REITs.
REITs are financial vehicles that pool investors' capital to purchase or finance real estate. The market value of REIT shares and the ability of REITs to distribute income may be adversely affected by numerous
factors, including rising interest rates, changes in the national, state and local economic climate and real estate conditions, perceptions of prospective tenants of the safety, convenience and attractiveness of the
properties, the ability of the owners to provide adequate management, maintenance and insurance, the cost of complying with the Americans with Disabilities Act, increasing competition and compliance with environmental
laws, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, adverse changes in zoning laws, and other factors beyond the control of the issuers. In
addition, distributions received by the Fund from REITs may consist of dividends, capital gains and/or return of capital. As REITs generally pay a higher rate of dividends than most other operating companies, to the
extent application of the Fund's investment
strategy results in the Fund investing in
REIT shares, the percentage of the Fund's dividend income received from REIT shares will likely exceed the percentage of the Fund's portfolio that is comprised of REIT shares.
Dividends paid by REITs will
generally not qualify for the reduced federal income tax rates applicable to qualified dividends under the Code.
Master Limited Partnerships
A master limited partnership
("MLP") is a publicly traded company organized as a limited partnership or limited liability company and treated as a partnership for federal income tax purposes. MLPs may derive income and gains from the exploration,
development, mining or production, processing, refining, transportation (including pipelines transporting gas, oil, or products thereof), or the marketing of any mineral or natural resources. MLPs generally have two
classes of owners, the general partner and limited partners. When investing in an MLP, the Fund intends to purchase publicly traded common units issued to limited partners of the MLP. The general partner of an MLP is
typically owned by one or more of the following: a major energy company, an investment fund, or the direct management of the MLP. The general partner may be structured as a private or publicly traded corporation or
other entity. The general partner typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of common units and subordinated units.
Limited partners own the remainder of the partnership, through ownership of common units, and have a limited role in the partnership's operations and management.
MLPs combine the tax
advantages of a partnership with the liquidity of a publicly traded stock. MLP income is generally not subject to entity-level tax. Instead, an MLP's income, gain, loss, deductions and other tax items pass through to
common unitholders.
MLPs are typically structured
such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount ("minimum quarterly distributions" or "MQD"). Common and general
partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD;
however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata
basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target
levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
distributions. A common arrangement provides
that the general partner can reach a tier where it receives 50% of every incremental dollar paid to common and subordinated unit holders. These incentive distributions encourage the general partner to streamline
costs, increase capital expenditures and acquire assets in order to increase the partnership's cash flow and raise the quarterly cash distribution in order to reach higher tiers. Such results benefit all security
holders of the MLP.
MLP common units represent
limited partnership interests in the MLP. Common units are listed and traded on U.S. securities exchanges, with their value fluctuating predominantly based on prevailing market conditions and the success of the MLP.
The Fund intends to purchase common units in market transactions. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and have no ability annually to elect directors. In
the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to the remaining assets of the MLP. The Fund intends to invest in MLPs only to an extent and in a manner
consistent with the Fund's qualification as a regulated investment company under the Code.
Exchange Traded Funds
The Fund may invest in ETFs,
which are investment companies that seek to track or replicate a desired index, such as a sector, market or global segment. ETF shares are traded on a national exchange. ETFs do not sell individual shares directly to
investors and only issue their shares in large blocks known as "creation units." The investor purchasing a creation unit may sell the individual shares on a secondary market.
Therefore, the liquidity of
ETFs depends on the adequacy of the secondary market. There can be no assurance that an ETF's investment objective will be achieved, as ETFs based on an index may not replicate and maintain exactly the composition and
relative weightings of securities in the index. ETFs are subject to the risks of investing in the underlying securities. The Fund, as a holder of the securities of the ETF, will bear its pro rata portion of the ETF's
expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund's own operations.
Convertible Securities
The Fund may invest in
convertible securities. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer's underlying common stock at the option of the
holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of "usable" bonds and warrants or a combination of the
features of several of these securities. The investment characteristics of each convertible
security vary widely, which allows convertible
securities to be employed for a variety of investment strategies.
The Fund will exchange or
convert convertible securities into shares of underlying common stock when, in the opinion of the Adviser, the investment characteristics of the underlying common shares will assist the Fund in achieving its
investment objectives. The Fund may also elect to hold or trade convertible securities. In selecting convertible securities, the Adviser evaluates the investment characteristics of the convertible security as a fixed
income instrument, and the investment potential of the underlying equity security for capital appreciation. In evaluating these matters with respect to a particular convertible security, the Adviser considers numerous
factors, including the economic and political outlook, the value of the security relative to other investment alternatives, trends in the determinants of the issuer's profits, and the issuer's management capability
and practices.
Corporate Bonds, Government Debt
Securities and Other Debt Securities
The Fund may invest in
corporate bonds, debentures and other debt securities. Debt securities in which the Fund may invest may pay fixed or variable rates of interest. Bonds and other debt securities generally are issued by corporations and
other issuers to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and normally must repay the amount borrowed on or before maturity. Certain debt securities are
"perpetual" in that they have no maturity date.
The Fund invests in
government debt securities, including those of U.S. issuers, emerging market issuers and of other non-U.S. issuers. These securities may be U.S. dollar-denominated or non-U.S. dollar-denominated and include: (i) debt
obligations issued or guaranteed by foreign national, provincial, state, municipal or other governments with taxing authority or by their agencies or instrumentalities; and (ii) debt obligations of supranational
entities. Government debt securities include: debt securities issued or guaranteed by governments, government agencies or instrumentalities and political subdivisions; debt securities issued by government owned,
controlled or sponsored entities; interests in entities organized and operated for the purpose of restructuring the investment characteristics issued by the above-noted issuers; or debt securities issued by
supranational entities such as the World Bank or the European Union. The Fund may also invest in securities denominated in currencies of emerging market countries. Emerging market debt securities generally are rated
in the lower rating categories of recognized credit rating agencies or are unrated and considered to be of comparable quality to lower rated debt securities. A non-U.S. issuer of debt or the non-U.S. governmental
authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
Fund may have limited resources in the event
of a default. Some of these risks do not apply to issuers in large, more developed countries. These risks are more pronounced in investments in issuers in emerging markets or if the Fund invests significantly in one
country.
The Fund will not invest more
than 20% of its total assets in debt securities rated below investment grade (i.e., securities rated lower than Baa by Moody's Investors Service, Inc. ("Moody's") or lower than BBB by Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies, Inc. ("S&P")), or their equivalent as determined by the Adviser. These securities are commonly referred to as "junk bonds." The foregoing credit quality policy
applies only at the time a security is purchased, and the Fund is not required to dispose of securities already owned by the Fund in the event of a change in assessment of credit quality or the removal of a rating.
Illiquid Securities
Illiquid securities are
securities that are not readily marketable. Illiquid securities include securities that have legal or contractual restrictions on resale, and repurchase agreements maturing in more than seven days. Illiquid securities
involve the risk that the securities will not be able to be sold at the time desired or at prices approximating the value at which the Fund is carrying the securities. Where registration is required to sell a
security, the Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the Fund may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to sell. The Fund may invest up to 10%
of the value of its net assets in illiquid securities. Restricted securities for which no market exists and other illiquid investments are valued at fair value as determined in accordance with procedures approved and
periodically reviewed by the Board of Trustees.
Rule 144A Securities
The Fund may invest in
restricted securities that are eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended, (the "1933 Act"). Generally, Rule 144A establishes a safe harbor from the registration
requirements of the 1933 Act for resale by large institutional investors of securities that are not publicly traded. The Adviser determines the liquidity of the Rule 144A securities according to guidelines adopted by
the Board of Trustees. The Board of Trustees monitors the application of those guidelines and procedures. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the
Fund's 10% limit on investments in illiquid securities.
Warrants
The Fund may invest in equity
and index warrants of domestic and international issuers. Equity warrants are securities that give the holder the right, but not the obligation, to subscribe for equity issues of the issuing company or a related
company at a fixed price either on a certain date or during a set period. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may
be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.
Warrants do not entitle a
holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its
expiration date. These factors can make warrants more speculative than other types of investments. The sale of a warrant results in a long- or short-term capital gain or loss depending on the period for which the
warrant is held.
Other Investments
The Fund may use a variety of
other investment instruments in pursuing its investment objectives. The investments of the Fund may include fixed income securities, sovereign debt, options on foreign currencies and forward foreign currency
contracts.
Investment Techniques
The Fund may, but is under no
obligation to, from time to time employ a variety of investment techniques, including those described below, to hedge against fluctuations in the price of portfolio securities, to enhance total return or to provide a
substitute for the purchase or sale of securities. Some of these techniques, such as purchases of put and call options, options on stock indices and stock index futures and entry into certain credit derivative
transactions, may be used as hedges against or substitutes for investments in equity securities. Other techniques such as the purchase of interest rate futures and entry into transactions involving interest rate
swaps, options on interest rate swaps and certain credit derivatives are hedges against or substitutes for investments in debt securities. The Fund's ability to utilize any of the techniques described below may be
limited by restrictions imposed on its operations in connection with obtaining and maintaining its qualification as a regulated investment company under the Code. Additionally, other factors (such as cost) may make it
impractical or undesirable to use any of these investment techniques from time to time.
Short Sales
The Fund may from time to
time engage in short sales of securities, for investment or for hedging purposes. Short sales are transactions in which the Fund sells a security it does not own. To complete the transaction, the Fund must borrow the
security to make delivery to
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
the buyer. The Fund is then obligated to
replace the security borrowed by purchasing the security at the market price at the time of replacement. The Fund may be required to pay a fee to borrow particular securities and is often obligated to pay over any
payments received on such borrowed securities. In the event that the Fund elects to pursue such a strategy, the Fund expects it would sell shares of portfolio securities short through a pair trade system, where it
would maintain a long position in a basket of dividend-paying stocks and a short position in a security or securities replicating an index, which the Fund expects to be outperformed by the dividend-paying stocks it
owns.
The Fund may also sell short
individual stocks that the Fund expects to underperform other stocks which the Fund holds. For hedging purposes, the Fund may purchase or sell short futures contracts on global equity indexes.
The Fund's obligation to
replace the borrowed security will be secured by collateral deposited with the broker-dealer, usually cash, U.S. government securities or other liquid securities. The Fund will also be required to designate on its
books and records similar collateral with its custodian to the extent, if any, necessary so that the aggregate collateral value is at all times at least equal to the current market value of the security sold short.
Depending on arrangements made with the broker-dealer from which it borrowed the security regarding payment over of any payments received by the Fund on such security, the Fund may not receive any payments (including
interest) on its collateral deposited with such broker-dealer.
If the price of the security
sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a gain. Any gain will
be decreased, and any loss increased, by the transaction costs described above. Although the Fund's gain is limited to the price at which it sold the security short, its potential loss is unlimited.
The Fund may also sell a
security short if it owns at least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security sold short without payment of further compensation (a
short sale against-the-box). In a short sale against-the-box, the short seller is exposed to the risk of being forced to deliver stock that it holds to close the position if the borrowed stock is called in by the
lender, which would cause gain or loss to be recognized on the delivered stock. The Fund expects normally to close its short sales against-the-box by delivering newly acquired stock.
Purchasing securities to
close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short-selling exposes the Fund to unlimited risk with respect to that security due to the lack
of an upper limit on the price to which an
instrument can rise. Although the Fund
reserves the right to utilize short sales, and currently intends to utilize short sales, the Adviser is under no obligation to utilize short sales at all. The Fund currently intends to close out each short position
prior to the underlying issuer's ex-dividend date, if any, to avoid the Fund incurring any dividend expense in connection with such short position.
The Fund anticipates that it
will generally not make a short sale if, after giving effect to such sale, the market value of all securities sold short by the Fund exceeds 20% of the value of its total assets. See "Investment Objectives and
Policies - Investment Techniques - Short Sales" and "Risk Factors - Short Sale Risk."
Options on Securities
In order to hedge against
adverse market shifts, the Fund may utilize up to 10% of its total assets (in addition to the 10% limit applicable to options on stock indices described below) to purchase put and call options on securities. The Fund
will also, in certain situations, augment its investment positions by purchasing call options, both on specific equity securities, as well as securities representing exposure to equity sectors or indices and fixed
income indices. In addition, the Fund may seek to increase its income or may hedge a portion of its portfolio investments through writing (i.e., selling) covered put and call options. A put option embodies the right
of its purchaser to compel the writer of the option to purchase from the option holder an underlying security or its equivalent at a specified price at any time during the option period. In contrast, a call option
gives the purchaser the right to buy the underlying security or its equivalent covered by the option or its equivalent from the writer of the option at the stated exercise price. Under interpretations of the SEC
currently in effect, which may change from time to time, a "covered" call option means that so long as the Fund is obligated as the writer of the option, it will own (1) the underlying instruments subject to the
option, (2) instruments convertible or exchangeable into the instruments subject to the option or (3) a call option on the relevant instruments with an exercise price no higher than the exercise price on the call
option written.
The Fund will receive a
premium when it writes put and call options, which increases the Fund's return on the underlying security in the event the option expires unexercised or is closed out at a profit. By writing a call, the Fund will
limit its opportunity to profit from an increase in the market value of the underlying security above the exercise price of the option for as long as the Fund's obligation as the writer of the option continues. Upon
the exercise of a put option written by the Fund, the Fund may suffer an economic loss equal to the difference between the price at which the Fund is required to purchase the underlying security and its market value
at the time of the option exercise, less the premium received for writing the option. Upon the exercise of a call option written by the Fund, the Fund may
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
suffer an economic loss equal to the excess
of the security's market value at the time of the option exercise over the price at which the Fund is required to sell the underlying security less the premium received for writing the option. Thus, in some periods
the Fund might receive less total return and in other periods greater total return from its hedged positions than it would have received from leaving its underlying securities unhedged.
The Fund may purchase and
write options on securities that are listed on national securities exchanges or are traded over the counter, although it expects, under normal circumstances, to effect such transactions on national securities
exchanges.
As a holder of a put option,
the Fund will have the right to sell the securities underlying the option and as the holder of a call option, the Fund will have the right to purchase the securities underlying the option, in each case at their
exercise price at any time prior to the option's expiration date. The Fund may choose to exercise the options it holds, permit them to expire or terminate them prior to their expiration by entering into closing sale
transactions. In entering into a closing sale transaction, the Fund would sell an option of the same series as the one it has purchased. The ability of the Fund to enter into a closing sale transaction with respect to
options purchased and to enter into a closing purchase transaction with respect to options sold depends on the existence of a liquid secondary market. There can be no assurance that a closing purchase or sale
transaction can be effected when the Fund so desires. The Fund's ability to terminate option positions established in the over-the-counter market may be more limited than in the case of exchange-traded options and may
also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Fund.
In purchasing a put option,
the Fund will seek to benefit from a decline in the market price of the underlying security, while in purchasing a call option, the Fund will seek to benefit from an increase in the market price of the underlying
security. If an option purchased is not sold or exercised when it has remaining value, or if the market price of the underlying security remains equal to or greater than the exercise price, in the case of a put, or
remains equal to or below the exercise price, in the case of a call, during the life of the option, the option will expire worthless. For the purchase of an option to be profitable, the market price of the underlying
security must decline sufficiently below the exercise price, in the case of a put, and must increase sufficiently above the exercise price, in the case of a call, to cover the premium and transaction costs. Because
option premiums paid by the Fund are small in relation to the market value of the instruments underlying the options, buying options can result in large amounts of leverage. The leverage offered by trading in options
could cause the Fund's net asset value ("NAV") to be subject to more frequent and wider fluctuation than would be the case if the Fund did not invest in options.
Options on Stock Indices
The Fund may utilize up to
10% of its total assets (in addition to the 10% limit applicable to options on securities) to purchase put and call options on domestic stock indices to hedge against risks of market-wide price movements affecting its
assets. The Fund will also, in certain situations, augment its investment positions by purchasing call options, both on specific equity securities, as well as securities representing exposure to equity sectors or
indices and fixed income indices. In addition, the Fund may write covered put and call options on stock indices. A stock index measures the movement of a certain group of stocks by assigning relative values to the
common stocks included in the index. Options on stock indices are similar to options on securities. Because no underlying security can be delivered, however, the option represents the holder's right to obtain from the
writer, in cash, a fixed multiple of the amount by which the exercise price exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the exercise date. The
advisability of using stock index options to hedge against the risk of market-wide movements will depend on the extent of diversification of the Fund's investments and the sensitivity of its investments to factors
influencing the underlying index. The effectiveness of purchasing or writing stock index options as a hedging technique will depend upon the extent to which price movements in the Fund's securities investments
correlate with price movements in the stock index selected. In addition, successful use by the Fund of options on stock indices will be subject to the ability of the Adviser to predict correctly changes in the
relationship of the underlying index to the Fund's portfolio holdings. No assurance can be given that the Adviser's judgment in this respect will be correct.
Portfolio Turnover
The Fund may engage in
short-term trading strategies, and securities may be sold without regard to the length of time held when, in the opinion of the Adviser, investment considerations warrant such action. These policies, together with the
ability of the Fund to effect short sales of securities and to engage in transactions in options and futures, may have the effect of increasing the Fund's annual rate of portfolio turnover. It is expected that the
annual portfolio turnover rate of the Fund will likely exceed 100%. A high turnover rate (100% or more) necessarily involves greater trading costs to the Fund and may result in the realization of net short term
capital gains. If securities are not held for the applicable holding periods, dividends paid on them will not qualify for the advantageous federal tax rates.
Foreign Currency Transactions
The Fund may engage in
foreign currency exchange transactions in connection with its investments in foreign securities. The Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
exchange market or through forward contracts
to purchase or sell foreign currencies, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.
Forward Foreign Currency Exchange
Contracts
The Fund may enter into
forward foreign currency exchange contracts in order to protect against possible losses on foreign investments resulting from adverse changes in the relationship between the U.S. dollar and foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (usually less than one year) from the date of the
contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has a deposit requirement, and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the spread) between the price at which they are buying and selling various currencies. However, forward foreign currency exchange contracts may limit potential gains which could result
from a positive change in such currency relationships. The Fund does not speculate in foreign currency.
Except for cross-hedges, the
Fund will not enter into forward foreign currency exchange contracts or maintain a net exposure in such contracts when it would be obligated to deliver an amount of foreign currency in excess of the value of its
portfolio securities or other assets denominated in that currency or, in the case of a "cross-hedge," denominated in a currency or currencies that the Adviser believes will tend to be closely correlated with that
currency with regard to price movements. At the consummation of a forward contract, the Fund may either make delivery of the foreign currency or terminate their contractual obligation to deliver the foreign currency
by purchasing an offsetting contract obligating it to purchase, at the same maturity date, the same amount of such foreign currency. If the Fund chooses to make delivery of the foreign currency, it may be required to
obtain such currency through the sale of portfolio securities denominated in such currency or through conversion of other assets of the Fund into such currency. If the Fund engages in an offsetting transaction, the
Fund will incur a gain or loss to the extent that there has been a change in forward contract prices.
It should be realized that
this method of protecting the value of the Fund's portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a
rate of exchange which can be achieved at some future point in time. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value
of the hedged currency, at the same time
they tend to limit any potential gain which might result should the value of such currency increase. Generally, the Fund will not enter into a forward foreign currency exchange contract with a term longer than one
year.
Foreign Currency Options
The Fund may purchase and
write options on foreign currencies to protect against declines in the U.S. dollar value of foreign securities or in the U.S. dollar value of dividends or interest expected to be received on these securities. These
transactions may also be used to protect against increases in the U.S. dollar cost of foreign securities to be acquired by the Fund. Writing an option on foreign currency is only a partial hedge, up to the amount of
the premium received, and the Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The Fund may not purchase a foreign currency option if, as a
result, premiums paid on foreign currency options then held by the Fund would represent more than 10% of the Fund's total assets.
A foreign currency option
provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price on a specified date or during the option period. The owner of a call option has the right, but not the
obligation, to buy the currency. Conversely, the owner of a put option has the right, but not the obligation, to sell the currency. When the option is exercised, the seller (i.e., writer) of the option is obligated to
fulfill the terms of the sold option. However, either the seller or the buyer may, in the secondary market, close its position during the option period at any time prior to expiration.
A call option on a foreign
currency generally rises in value if the underlying currency appreciates in value, and a put option on a foreign currency generally rises in value if the underlying currency depreciates in value. Although purchasing a
foreign currency option can protect the Fund against an adverse movement in the value of a foreign currency, the option will not limit the movement in the value of such currency. For example, if the Fund was holding
securities denominated in a foreign currency that was appreciating and had purchased a foreign currency put to hedge against a decline in the value of the currency, the Fund would not have to exercise its put option.
Likewise, if the Fund were to enter into a contract to purchase a security denominated in foreign currency and, in conjunction with that purchase, were to purchase a foreign currency call option to hedge against a
rise in value of the currency, and if the value of the currency instead depreciated between the date of purchase and the settlement date, the Fund would not have to exercise its call. Instead, the Fund could acquire
in the spot market the amount of foreign currency needed for settlement.
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
Futures Contracts and Options on Futures
Contracts
Futures contracts are
standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser
the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular
securities, foreign currencies, securities indices and other financial instruments and indices. By using foreign currency futures contracts and options on such contracts, the Fund may be able to achieve many of the
same objectives as it would through the use of forward foreign currency exchange contracts and may be able to achieve these objectives more effectively and at a lower cost by using futures transactions instead of
forward foreign currency exchange contracts. The Fund may engage in futures transactions on U.S. and foreign exchanges.
The Fund may purchase and
sell futures contracts, and purchase and write call and put options on futures contracts, to increase total return or to hedge against changes in interest rates, securities prices, currency exchange rates, or to
otherwise manage its term structure, sector selection and duration in accordance with its investment objectives and policies. The Fund may also enter into closing purchase and sale transactions with respect to such
contracts and options. The Adviser has claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act (the "CEA") pursuant to Rule 4.5 under the CEA with respect to the
Fund. The Adviser is not subject to registration or regulation as a commodity pool operator under the CEA.
Defensive Positions
During periods of adverse
market or economic conditions, the Fund may temporarily invest all or a substantial portion of its assets in cash or cash equivalents. The Fund will not be pursuing its investment objectives in these circumstances.
Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. government obligations.
Equity-Linked Securities
The Fund may invest in
equity-linked securities, including, but not limited to, participation notes, certificates, and equity swaps. Equity-linked securities are privately issued securities whose investment results are designed to
correspond generally to the performance of a specified stock index or "basket" of stocks, or a single stock. To the extent that the Fund invests in equity-linked securities whose return corresponds to the performance
of a foreign security index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign securities. See "Investment Objectives & Policies
– Portfolio Investments – Foreign
Securities" and "Risk Factors –
Foreign Securities Risk." In addition, the Fund bears the risk that the counterparty of an equity-linked security may default on its obligations under the security. If the underlying security is determined to be
illiquid, the equity-linked security would also be considered illiquid and thus subject to the Fund's restrictions on investments in illiquid securities.
Participation notes, also
known as participation certificates, are issued by banks or broker-dealers and are designed to replicate the performance of foreign companies or foreign securities markets and can be used by the Fund as an alternative
means to access the securities market of a country. The performance results of participation notes will not replicate exactly the performance of the foreign companies or foreign securities markets that they seek to
replicate due to transaction and other expenses. Investments in participation notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities markets that
they seek to replicate. There can be no assurance that the trading price of participation notes will equal the underlying value of the foreign companies or foreign securities markets that they seek to replicate.
Participation notes are generally traded over-the-counter. Participation notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues them will not fulfill its contractual
obligation to complete the transaction with the Fund. Participation notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, the counterparty, and the Fund is relying
on the creditworthiness of such counterparty and has no rights under a participation note against the issuer of the underlying security. Participation notes involve transaction cost. If the underlying security is
determined to be illiquid, participation notes may be illiquid and therefore subject to the Fund's percentage limitation for investments in illiquid securities. Participation notes offer a return linked to a
particular underlying equity, debt or currency.
Equity swaps allow the
parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity
or equity investment. An equity swap may be used by the Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal
reasons or is otherwise deemed impractical or disadvantageous. Equity swaps may also be used for hedging purposes or to seek to increase total return. The Fund's ability to enter into certain swap transactions may be
limited by tax considerations. The counterparty to an equity swap contract will typically be a bank, investment banking firm or broker/dealer.
Equity swap contracts may be
structured in different ways. For example, a counterparty may agree to pay the Fund the amount, if
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
any, by which the notional amount of the
equity swap contract would have increased in value had it been invested in particular stocks (or an index of stocks), plus the dividends that would have been received on those stocks. In these cases, the Fund may
agree to pay to the counterparty a floating rate of interest on the notional amount of the equity swap contract plus the amount, if any, by which that notional amount would have decreased in value had it been invested
in such stocks. Therefore, the return to the Fund on the equity swap contract should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount.
In other cases, the counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap
contract had been invested in different stocks (or indices of stocks). The Fund will generally enter into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving
or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of an equity swap contract or periodically during its term.
Equity swaps are derivatives
and their value can be very volatile. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the
net amount of payments that the Fund is contractually obligated to make. If the counterparty to an equity swap defaults, the Fund's risk of loss consists of the net amount of payments that the Fund is contractually
entitled to receive. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the
amount invested in the underlying asset without the use of leverage. In addition, the value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest
rates. To the extent that the Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, the Fund may suffer a loss. Because equity swaps are
normally illiquid, the Fund may be unable to terminate its obligations when desired.
Risk Factors
An investment in the Fund's
common shares is subject to risks. The value of the Fund's investments will increase or decrease based on changes in the prices of the investments it holds. This will cause the value of the Fund's shares to increase
or decrease. You could lose money by investing in the Fund. By itself, the Fund does not constitute a complete investment program. You should consider carefully the following risks before investing in the Fund. There
may be additional risks that the Fund does not currently foresee or consider material. You may wish to consult with your legal or tax advisors, before deciding whether to invest in the Fund.
Investment and Market Risk
An investment in common
shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in common shares represents an indirect investment in the securities owned by the Fund, which
are generally traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of
your common shares at any point in time may be less than the value of your original investment, even after taking into account any reinvestment of dividends and distributions.
Issuer Risk
The value of an issuer's
securities that are held in the Fund's portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods
and services.
Common Stock Risk
The Fund invests primarily in
common stocks. Although common stocks have historically generated higher average returns than fixed income securities over the long term, common stocks also have experienced significantly more volatility in returns.
Common stocks may be more susceptible to adverse changes in market value due to issuer specific events or general movements in the equities markets. A drop in the stock market may depress the price of common stocks
held by the Fund. Common stock prices fluctuate for many reasons, including changes in investors' perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or the
occurrence of political, geopolitical, social or economic events affecting issuers. For example, an adverse event, such as an unfavorable earnings report, may depress the value of common stock in which the Fund has
invested; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks held by
the Fund. Also, common stock of an issuer in the Fund's portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a
decline in its financial condition. The common stocks in which the Fund invests are structurally subordinated to preferred securities, bonds and other debt instruments in a company's capital structure, in terms of
priority to corporate income and assets, and therefore will be subject to greater risk than the preferred securities or debt instruments of such issuers. In addition, common stock prices may be sensitive to rising
interest rates, as the costs of capital rise and borrowing costs increase.
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
Management Risk
The Fund is subject to
management risk because it is an actively managed portfolio. The Fund's successful pursuit of its investment objectives depends upon the Adviser's ability to find and exploit market inefficiencies with respect to
undervalued securities and identify companies experiencing a change in dividend policy, including the announcement of restructuring initiatives or special dividends. Such situations occur infrequently and sporadically
and may be difficult to predict, and may not result in a favorable pricing opportunity that allows the Adviser to fulfill the Fund's investment objectives. The Adviser's security selections and other investment
decisions might produce losses or cause the Fund to underperform when compared to other funds with similar investment goals. If one or more key individuals leave the employ of the Adviser, the Adviser may not be able
to hire qualified replacements, or may require an extended time to do so. This could prevent the Fund from achieving its investment objectives.
Dividend Strategy Risks
The Fund's pursuit of its
investment objectives depends upon the Adviser's ability to anticipate the dividend policies of the companies in which it chooses to invest. It is difficult to anticipate the level of dividends that companies will pay
in any given timeframe. The Fund's strategies require the Adviser to identify and exploit opportunities such as the announcement of major corporate actions, such as restructuring initiatives or a special dividend,
that may lead to high current dividend income. These situations are typically not recurring in nature or frequency, may be difficult to predict and may not result in an opportunity that allows the Adviser to fulfill
the Fund's investment objective. In addition, the dividend policies of the Fund's target companies are heavily influenced by the current economic climate and the favorable federal tax treatment afforded to dividends.
Challenging economic conditions, affecting either the market as a whole or a specific investment in the Fund's portfolio, may limit the opportunity to benefit from the current dividend policies of the companies in
which the Fund invests or may cause such companies to reduce or eliminate their dividends. In addition, a change in the favorable provisions of the federal tax laws may limit your ability to benefit from dividend
increases or special dividends, may effect a widespread reduction in announced dividends and may adversely impact the valuation of the shares of dividend-paying companies. The use of dividend capture strategies will
expose the Fund to increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading.
Qualified Dividend Income Tax
Risk
There can be no assurance as
to what portion of the distributions paid to the Fund's shareholders, if any, will consist of tax-advantaged
qualified dividend income or long-term
capital gains or what the tax rates on various types of income will be in future years. The favorable U.S. federal tax treatment may be adversely affected, changed or repealed by future changes in tax laws at any
time. In addition, it may be difficult to obtain information regarding whether distributions by non-U.S. entities in which the Fund invests should be regarded as qualified dividend income. Furthermore, to receive
qualified dividend income treatment, the Fund must meet holding period and other requirements with respect to the dividend paying securities in its portfolio, and the shareholder must meet holding period and other
requirements with respect to the common shares of the Fund.
Foreign Securities Risk
The Fund has substantial
exposure to foreign securities. The Fund's investments in securities of foreign issuers are subject to risks not usually associated with owning securities of U.S. issuers. These risks can include fluctuations in
foreign currencies, foreign currency exchange controls, social, political and economic instability, differences in securities regulation and trading, expropriation or nationalization of assets, and foreign taxation
issues. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of the Fund's securities. These risks are
heightened under adverse economic, market, geopolitical and other conditions. It may also be more difficult to obtain and enforce a judgment against a foreign issuer. Any foreign investments made by the Fund must be
made in compliance with U.S. and foreign currency restrictions and tax laws restricting the amounts and types of foreign investments. The Fund has no other investment restrictions with respect to investing in foreign
issuers. Dividends paid on foreign securities may not qualify for the reduced federal income tax rates applicable to qualified dividends under the Code. As a result, there can be no assurance as to what portion of the
Fund's distributions attributable to foreign securities will be designated as qualified dividend income.
Emerging Market Securities
Risk
The Fund may invest up to 35%
of its total assets in securities of issuers located in "emerging markets." Although there is no universally accepted definition, an emerging or developing country is generally considered to be a country which is in
the initial stages of industrialization. Investing in emerging markets can involve unique risks in addition to and greater than those generally associated with investing in developed markets. The securities markets of
emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed markets. The risks of investing in emerging markets include greater
political and economic uncertainties than in developed markets, the risk of the imposition of economic sanctions against a country, the risk of nationalization of industries and expropriation of assets, social
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
instability and war, currency transfer
restrictions, risks that governments may substantially restrict foreign investing in their capital markets or in certain industries, impose punitive taxes, trade barriers and other protectionist or retaliatory
measures. In the event of nationalization, default, debt restructuring, capital controls, expropriation or other confiscation, the Fund could lose its entire investment in foreign securities. Adverse conditions in a
certain region can adversely affect securities of other countries whose economies appear to be unrelated. To the extent that the Fund invests a significant portion of its assets in a specific geographic region, the
Fund will generally have more exposure to regional economic risks associated with foreign investments. Emerging market economies are often dependent upon a few commodities or natural resources that may be
significantly adversely affected by volatile price movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have a more
limited number of potential buyers for investments. A market swing in one or more emerging market countries or regions where the Fund has invested a significant amount of its assets may have a greater effect on the
Fund's performance than it would in a more geographically diversified portfolio.
The securities markets and
legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems available in more developed countries. Legal
remedies available to investors in some foreign countries are less extensive than those available to investors in the U.S. There could be difficulties in enforcing favorable legal judgments in foreign courts. Foreign
markets may have different securities clearance and settlement procedures. In certain securities markets, settlements may not keep pace with the volume of securities transactions. If this occurs, settlement may be
delayed and the Fund's assets may be uninvested and may not be earning returns. The Fund also may miss investment opportunities or not be able to sell an investment because of these delays. Some investments in
emerging markets can be considered speculative, and the value of those investments can be more volatile than investments in more developed foreign markets. International trade barriers or economic sanctions against
foreign countries, organizations, entities and/or individuals in response to geopolitical tensions or conflicts may adversely affect the value of the Fund’s foreign holdings. The type and severity of sanctions
and other similar measures are difficult to measure or predict.
Depositary Receipts
Depositary receipts include
American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”) or other securities convertible into securities of issuers based
in foreign countries. These securities may not necessarily be denominated in the same currency as the securities
into which they may be converted. Generally,
ADRs, in registered form, are denominated in U.S. Dollars and are designed for use in the U.S. securities markets, GDRs, in bearer form, are issued and designed for use outside the United States and EDRs (also
referred to as Continental Depositary Receipts (“CDRs”)), in bearer form, may be denominated in other currencies and are designed for use in European securities markets. ADRs are receipts typically issued
by a U.S. bank or trust company evidencing ownership of the underlying securities. EDRs are European receipts evidencing a similar arrangement. GDRs are receipts typically issued by non-U.S. banks and trust companies
that evidence ownership of either foreign or domestic securities. For purposes of a Fund's investment policies, ADRs, GDRs and EDRs are deemed to have the same classification as the underlying securities they
represent. Thus, an ADR, GDR or EDR representing ownership of common stock will be treated as common stock.
The Fund may invest in
depositary receipts through “sponsored” or “unsponsored” facilities. While ADRs issued under these two types of facilities are in some respects similar, there are distinctions between them
relating to the rights and obligations of ADR holders and the practices of market participants. A depositary may establish an unsponsored facility without participation by (or even necessarily the acquiescence of) the
issuer of the deposited securities, although typically the depositary requests a letter of non-objection from such issuer prior to the establishment of the facility. Holders of unsponsored ADRs generally bear all the
costs of such facilities. The depositary usually charges fees upon the deposit and withdrawal of the deposited securities, the conversion of dividends into U.S. Dollars, the disposition of non-cash distributions, and
the performance of other services. The depositary of an unsponsored facility frequently is under no obligation to pass through voting rights to ADR holders in respect of the deposited securities. In addition, an
unsponsored facility is generally not obligated to distribute communications received from the issuer of the deposited securities or to disclose material information about such issuer in the U.S. and thus there may
not be a correlation between such information and the market value of the depositary receipts. Unsponsored ADRs tend to be less liquid than sponsored ADRs.
Sponsored ADR facilities are
created in generally the same manner as unsponsored facilities, except that the issuer of the deposited securities enters into a deposit agreement with the depositary. The deposit agreement sets out the rights and
responsibilities of the issuer, the depositary, and the ADR holders. With sponsored facilities, the issuer of the deposited securities generally will bear some of the costs relating to the facility (such as dividend
payment fees of the depositary), although ADR holders continue to bear certain other costs (such as deposit and withdrawal fees). Under the terms of most sponsored arrangements, depositaries agree to distribute
notices of shareholder meetings and voting instructions, and to provide
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
shareholder communications and other
information to the ADR holders at the request of the issuer of the deposited securities.
In addition, the issuers of
depositary receipts may discontinue issuing new depositary receipts and withdraw existing depositary receipts at any time, which may result in costs and delays in the distribution of the underlying assets to the Fund
and may negatively impact the Fund's performance.
Small- and Medium Cap Company
Risk
Compared to investment
companies that focus only on large capitalization companies, the Fund's share price may be more volatile because it also invests in small and medium capitalization companies. Compared to large companies, small and
medium capitalization companies are more likely to have (i) less information publicly available, (ii) more limited product lines or markets and less mature businesses, (iii) fewer capital resources, (iv) more limited
management depth and (v) shorter operating histories. Further, compared to large cap stocks, the securities of small and medium capitalization companies are more likely to experience sharper swings in market values,
be harder to sell at times and at prices that the Adviser believes appropriate, and offer greater potential for gains and losses.
Portfolio Turnover Risk
The techniques and strategies
contemplated by the Fund might result in a high degree of portfolio turnover. The Fund cannot accurately predict its securities portfolio turnover rate, but anticipates that its annual portfolio turnover rate will
likely exceed 100% under normal market conditions, although it could be materially higher under certain conditions. Higher portfolio turnover rates could result in corresponding increases in brokerage commissions and
may generate short-term capital gains taxable as ordinary income.
Sector Risk
To the extent that the Fund
has a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector, the Fund may be more vulnerable to unfavorable
developments in that economic sector than funds that invest more broadly.
Information Technology Sector
Risk - To the extent that the information technology sector represents a significant portion of the Fund, the Fund will be sensitive to changes in, and its performance may depend to a greater
extent on, factors impacting this sector. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Like other
technology companies, information technology companies may have limited product lines, markets, financial resources or personnel. The products of information
technology companies may face obsolescence
due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates, competition for the services of qualified personnel and reduced availability of financing options.
Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.
Defensive Positions
During periods of adverse
market or economic conditions, the Fund may temporarily invest all or a substantial portion of its assets in cash or cash equivalents. The Fund would not be pursuing its investment objectives in these circumstances
and could miss favorable market developments. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. government
obligations.
Market Price of Shares
The shares of closed-end
management investment companies often trade at a discount from their NAV, and the Fund's common shares may likewise trade at a discount from NAV. The trading price of the Fund's common shares may be less than the
public offering price. The returns earned by the Fund's shareholders who sell their common shares below NAV will be reduced. The Fund may utilize leverage, which magnifies the market risk.
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 Adviser and/or its service providers (including,
but not limited to, Fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or lose operational functionality. Furthermore, the Fund may be
an appealing target for cybersecurity threats such as hackers and malware.
Leverage Risk
Leverage creates three major
types of risks for shareholders:
•
| the likelihood of greater volatility of NAV and market price of common shares because changes in value of the Fund's portfolio (including changes in the value of any interest rate swap, if applicable)
are borne entirely by the common shareholders;
|
•
| the possibility either that share income will fall if the interest rate on any borrowings or the dividend rate on any preferred shares issued rises, or that share income and distributions will fluctuate
because the interest rate on any borrowings or the dividend rate on any preferred shares issued varies; and
|
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
•
| if the Fund leverages through issuing preferred shares or borrowings, the Fund may not be permitted to declare dividends or other distributions with respect to its common shares or purchase its capital
stock, unless at the time thereof the Fund meets certain asset coverage requirements.
|
Leverage involves certain
additional risks, including the risk that the cost of leverage may exceed the return earned by the Fund on the proceeds of such leverage. The use of leverage will increase the volatility of changes in the Fund's NAV,
market price and distributions. In the event of a general market decline in the value of assets in which the Fund invests, the effect of that decline will be magnified in the Fund because of the additional assets
purchased with the proceeds of the leverage.
In addition, funds borrowed
pursuant a credit facility may constitute a substantial lien and burden by reason of their prior claim against the income of the Fund and against the net assets of the Fund in liquidation. In the event of an event of
default under a loan facility, lenders may have the right to cause a liquidation of the collateral (i.e., sell portfolio securities and other assets of the Fund) and, if any such default is not cured, the lenders may
be able to control the liquidation as well. A leverage facility agreement may include covenants that impose on the Fund asset coverage requirements, Fund composition requirements and limits on certain investments,
such as illiquid investments or derivatives, which are more stringent than those imposed on the Fund by the 1940 Act. However, because the Fund's use of leverage is expected to be relatively modest and flexible in
approach, the Adviser currently does not believe that these restrictions would significantly impact its management of the Fund.
The Adviser in its best
judgment nevertheless may determine to maintain the Fund's leveraged position if it deems such action to be appropriate in the circumstances. During periods in which the Fund is using leverage, the fees paid to the
Adviser for investment advisory services will be higher than if the Fund did not use leverage because the fees paid will be calculated on the basis of the Fund's total assets, including proceeds from borrowings, which
may create an incentive to leverage the Fund.
Short Sale Risk
When transacting a short
sale, the Fund must borrow the security sold to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at
such time may be higher or lower than the price at which the security was sold by the Fund.
A short sale will be
successful if the shorted security price decreases. However, if the underlying security goes up in price during the period during which the short position is outstanding, the Fund will realize a loss. The risk on a
short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction.
Therefore, short sales may be subject to
greater risks than investments in long positions. With a long position the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable
price of the security sold short.
The Fund also incurs increased
transaction costs associated with selling securities short.
REIT Risk
If the Fund invests in REITs,
such investment will subject the Fund to various risks. The first, real estate industry risk, is the risk that the REIT share prices will decline because of adverse developments affecting the real estate industry and
real property values. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of
specific industries that rent properties. REITs often invest in highly leveraged properties. The second risk is the risk that returns from REITs, which typically are small or medium capitalization stocks, will trail
returns from the overall stock market. The third, interest rate risk, is the risk that changes in interest rates may hurt real estate values or the values of underlying mortgage loans, and therefore make REIT shares
less attractive, more volatile and less liquid than other income producing investments. Although interest rates have significantly increased since 2022 through the date of this annual report, the prices of real
estate-related assets generally have not decreased as much as may be expected based on historical correlations between interest rates and prices of real estate-related assets. This presents an increased risk of a
correction or severe downturn in real estate-related asset prices, which could adversely impact the value of REITs as well. This risk is particularly present with respect to commercial real estate-related asset
prices, and the value of other investments with a connection to the commercial real estate sector. As examples of the current risks faced by real estate-related assets; tenant vacancy rates, tenant turnover and tenant
concentration have increased; owners of real estate have faced headwinds, delinquencies and difficulties in collecting rents and other payments (which increases the risk of owners being unable to pay or otherwise
defaulting on their own borrowings and obligations); property values have declined; inflation, upkeep costs and other expenses have increased; and rents have declined for many properties.
Qualification as a REIT under
the Code in any particular year is a complex analysis that depends on a number of factors. There can be no assurance that the entities in which the Fund invests with the expectation that they will be taxed as a REIT
will qualify as a REIT. An entity that fails to qualify as a REIT, would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its shareholders and would not pass through to
its shareholders the
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
character of income earned by the entity. If
the Fund were to invest in an entity that failed to qualify as a REIT, such failure could drastically reduce the Fund's yield on that investment.
Dividends paid by REITs will
not generally qualify for the reduced federal income tax rate applicable to qualified dividends under the Code.
The Fund does not expect to
invest a significant portion of its assets in REITs, but does not have any investment restrictions with respect to such investments.
MLP Risk
An investment in MLP units
involves some risks that differ from an investment in the common stock of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. Although common unitholders
are generally limited in their liability, similar to a corporation's shareholders, creditors typically have the right to seek the return of distributions made to such unitholders if the liability in question arose
before the distribution was paid. This liability may stay attached to the common unitholder even after the units are sold. Investing in MLPs involves certain risks related to investing in the underlying assets of the
MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that
concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs' ability to
vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject
to more abrupt or erratic price movements than securities of larger or more broadly based companies.
MLP Tax Risk
Certain diversification
requirements imposed by the Code limits the Fund's ability to invest in MLP securities. In addition, the Fund's ability to meet its investment objectives may depend in part on the level of taxable income and
distributions and dividends received from the MLP securities in which the Fund invests, a factor over which the Fund has no control. The benefit derived from the Fund's investment in MLPs is largely dependent on the
MLPs being treated as partnerships for federal income tax purposes. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution would be reduced and
distributions received by us would be taxed entirely as dividend income. Sale of MLPs may result in the Fund realizing significant amounts of taxable ordinary income even for MLP positions sold at an overall loss with
such
amounts of taxable ordinary income being
very difficult for the Fund to estimate or accrue for, and the tax reporting being significantly delayed, subject to dramatic revisions, and depending on the MLP issuers so reporting.
Deferred Tax Risks of MLPs
As a limited partner in the
MLPs in which the Fund invests, the Fund receives a pro rata share of income, gains, losses and deductions from those MLPs. Historically, a significant portion of income from such MLPs has been offset by tax
deductions. The Fund's common shareholders will incur a current tax liability on the portion of an MLP's income and gains that is not offset by tax deductions and losses. The percentage of an MLP's income and gains
that is offset by tax deductions and losses will fluctuate over time for various reasons.
Investments in Undervalued
Securities
The Fund's investment
strategy includes investing in securities, which, in the opinion of the Adviser, are undervalued. The identification of investment opportunities in undervalued securities is a difficult task and there is no assurance
that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer opportunities for above-average capital appreciation, these investments involve a high degree of
financial risk and can result in substantial losses.
Special Risks Associated with
Foreign Currency Options
Buyers and sellers of foreign
currency options are subject to the same risks that apply to options generally, as described below. In addition, there are certain additional risks associated with foreign currency options. The Fund's ability to
establish and close out positions on such options is subject to the maintenance of a liquid secondary market. Although the Fund will not purchase or write such options unless and until, in the opinion of the Adviser,
the market for them has developed sufficiently to ensure that the risks in connection with such options are not greater than the risks in connection with the underlying currency, there can be no assurance that a
liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by most of the same factors that influence foreign exchange rates and
investments generally.
The value of a foreign
currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and may have
no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use
of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
$1 million) for the underlying foreign
currencies at prices that are less favorable than for round lots.
There is no systematic
reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation
information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (i.e., less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. option markets are closed while the markets for the underlying currencies remain open, significant price and
rate movements may take place in the underlying markets that cannot be reflected in the options markets until they reopen.
Risk Characteristics of Options
and Futures
Options and futures
transactions can be highly volatile investments. Successful hedging strategies require the anticipation of future movements in securities prices, interest rates and other economic factors. When a fund uses futures
contracts and options as hedging devices, the prices of the securities subject to the futures contracts and options may not correlate with the prices of the securities in a portfolio. This may cause the futures and
options to react to market changes differently than the portfolio securities. Even if expectations about the market and economic factors are correct, a hedge could be unsuccessful if changes in the value of the
portfolio securities do not correspond to changes in the value of the futures contracts. The ability to establish and close out futures contracts and options on futures contracts positions depends on the availability
of a secondary market. If these positions cannot be closed out due to disruptions in the market or lack of liquidity, losses may be sustained on the futures contract or option.
Special Risks Associated with
Foreign Currency Futures Contracts and Related Options
Buyers and sellers of foreign
currency futures contracts are subject to the same risks that apply to the use of futures generally, as described above. In addition, there are risks associated with foreign currency futures contracts and their use as
a hedging device similar to those associated with options on foreign currencies, as described above.
Options on foreign currency
futures contracts may involve certain additional risks. The ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. To reduce this risk, the Fund will
not purchase or write options on foreign currency futures contracts unless and until, in the opinion of the Adviser, the market for such options has developed sufficiently that the risks in connection with such
options are not greater than the risks in connection with transactions in the underlying foreign
currency futures contracts. Compared to the
purchase or sale of foreign currency futures contracts, the purchase of call or put options on futures contracts involves less potential risk to the Fund because the maximum amount at risk is the premium paid for the
option (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss of up to the amount of the premium paid for the option, such
as when there is no movement in the price of the underlying currency or futures contract.
Preferred Securities Risk
In addition to credit risk,
investment in preferred securities carries risks including deferral risk, redemption risk, limited voting rights, risk of subordination and lack of liquidity. Fully taxable or hybrid preferred securities typically
contain provisions that allow an issuer, at its discretion, to defer distributions for up to 20 consecutive quarters. Traditional preferreds also contain provisions that allow an issuer, under certain conditions to
skip (in the case of "noncumulative preferreds") or defer (in the case of "cumulative preferreds"), dividend payments. If the Fund owns a preferred security that is deferring its distributions, the Fund may be
required to report income for tax purposes while it is not receiving any distributions. Preferred securities typically contain provisions that allow for redemption in the event of tax or security law changes in
addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. Preferred securities typically do not provide any
voting rights, except in cases when dividends are in arrears beyond a certain time period, which varies by issue. Preferred securities are subordinated to bonds and other debt instruments in a company's capital
structure in terms of priority to corporate income and liquidation payments, to the extent proceeds are available after paying any more senior creditors, and therefore will be subject to greater credit risk than those
debt instruments. Preferred securities may be substantially less liquid than many other securities, such as U.S. government securities, corporate debt or common stocks. Dividends paid on preferred securities will
generally not qualify for the reduced federal income tax rates applicable to qualified dividends under the Code.
Interest Rate Risk
Interest rate risk is the
risk that preferred stocks paying fixed dividend rates and fixed-rate debt securities will decline in value because of changes in market interest rates. When interest rates rise, the market value of such securities
generally will fall. The Fund's investment in preferred stocks and fixed-rate debt securities means that the NAV and price of the common shares may decline if market interest rates rise. During periods of declining
interest rates, an issuer of preferred stock or fixed-rate debt securities may exercise its option to redeem securities prior to maturity, forcing the Fund to reinvest in lower
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
yielding securities. This is known as call
risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected payments. This may lock in a below market yield, increase the security's
duration, and reduce the value of the security. This is known as extension risk.
The value of the Fund's common
stock investments may also be influenced by changes in interest rates.
Convertible Securities Risk
The value of a convertible
security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment
value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security's investment value. The
conversion value of a convertible security is determined by the market price of the underlying common stock, and, therefore, is also subject to the same types of market and issuer risks that may negatively affect the
underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value
decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying
common stock while holding a fixed income security.
A convertible security may be
subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security held by the Fund is called for redemption, the Fund will be
required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Fund's ability to achieve its
investment objectives.
Illiquid Securities Risk
Restricted securities and
other illiquid investments of the Fund involve the risk that the securities will not be able to be sold at the time desired by the Adviser or at prices approximating the value at which the Fund is carrying the
securities. Where registration is required to sell a security, the Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time
the Fund may be permitted
to sell a security under an effective
registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to sell. Restricted securities for which no
market exists and other illiquid investments are valued at fair value as determined in accordance with procedures approved and periodically reviewed by the Board of Trustees of the Fund.
Inflation Risk
Inflation risk is the risk
that the purchasing power of assets or income from investment will be less in the future as inflation decreases the value of money. To the extent that inflation occurs, it will reduce the real value of dividends paid
by the Fund and the Fund’s common shares. Most emerging market countries, in particular, have experienced substantial, and in some periods extremely high and volatile, rates of inflation. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative effects on economies and securities markets globally. In an attempt to control inflation, wage and price controls have been imposed at
times in certain countries.
Borrowing Risk
If the Fund borrows money, it
would experience greater volatility of NAV and market price of the common shares. If the income from the securities purchased with such funds were not sufficient to cover the cost of any such borrowing, the return on
the Fund would be less than if borrowing had not been used, and therefore the amount available for distribution to the Fund's shareholders as dividends and other distributions would be reduced and might not satisfy
the level dividend rate distribution policy set by the Board of Trustees.
Risks of Derivative
Instruments
The Fund may invest in
derivative instruments as described in the Fund's Prospectus and Statement of Additional Information. Investments in derivative instruments may be for both investment and hedging purposes. Losses from investments in
derivative instruments can, among other things, result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the
markets for derivative instruments, the failure of the counterparty to perform its contractual obligations, or the risks arising from margin and settlement payment requirements, related leverage factors or operational
and legal issues associated with such transactions. The use of these investment techniques also involves the risk of loss if the Adviser is incorrect in its expectation of the timing or level of fluctuations in
securities prices, interest rates or currency prices. Investments in derivative instruments may be harder to value, subject to greater volatility and more likely subject to changes in tax treatment than other
investments. For these reasons, the Adviser's
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
attempts to hedge portfolio risks through
the use of derivative instruments may not be successful, and the Adviser may choose not to hedge certain portfolio risks. The use of derivatives for investment purposes is considered a speculative practice and
presents even greater risk of loss.
In October 2020, the SEC
adopted Rule 18f-4 under the 1940 Act, which governs a registered investment company's use of derivatives, short sales, reverse repurchase agreements, and certain other instruments. Under Rule 18f-4, a fund's
derivatives exposure is limited through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. However, subject to certain conditions,
funds that do not invest heavily in derivatives may be deemed limited derivatives users and would not be subject to the full requirements of Rule 18f-4. . Under the rule, when the Fund trades reverse repurchase
agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions
with the aggregate amount of any other senior securities representing indebtedness when calculating the Fund’s asset coverage ratio or treat all such transactions as derivatives transactions. In addition, under
the rule, the Fund is permitted to invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed not to involve a senior security (as
defined under Section 18(g) of the 1940 Act), provided that, (i) the Fund intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date (the
“Delayed-Settlement Securities Provision”). The Fund may otherwise engage in when-issued, forward-settling and non-standard settlement cycle securities transactions that do not meet the conditions of the
Delayed-Settlement Securities Provision so long as the Fund treats any such transaction as a “derivatives transaction” for purposes of compliance with the rule. Furthermore, under the rule, the Fund is
permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to the asset coverage requirements under the 1940 Act, if the Fund reasonably believes, at the time
it enters into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all such agreements as they come due. These requirements may limit the ability of the Fund
to use derivatives, and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements may increase the cost of the Fund’s investments and cost of doing
business, which could adversely affect investors.
Anti-Takeover Provisions
The Fund's Declaration of
Trust includes provisions that could have the effect of inhibiting the Fund's possible conversion to open-end
status and limiting the ability of other
entities or persons to acquire control of the Fund or the Board of Trustees. In certain circumstances, these provisions might also inhibit the ability of shareholders to sell their shares at a premium over prevailing
market prices.
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 US 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, actual or threatened wars
or other armed conflicts (such as the Russia/Ukraine and Israel/Hamas conflicts), 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.
Fundamental Investment
Restrictions
The following investment
restrictions of the Fund are designated as fundamental policies and as such may not be changed without the approval of a majority of the Fund's outstanding common shares, which as used in this SAI means the lesser of
(a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting or (b) more than 50% of outstanding
shares of the Fund. As a matter of fundamental policy, the Fund may not:
1.
| Borrow money, except as permitted by the 1940 Act. The Fund may borrow money for investment purposes, commonly referred to as leverage, and for extraordinary or emergency purposes, including the payment
of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities. The 1940 Act currently requires that any indebtedness incurred by a closed-end
investment company have an asset coverage of at least 300%. The Fund may not pledge, mortgage, hypothecate or otherwise encumber its assets, except to secure permitted
|
Additional Information Regarding the
Fund (AOD) (Unaudited) (continued)
| borrowings and to implement collateral and similar arrangements incident to permitted investment practices;
|
2.
| Issue senior securities, as defined in the 1940 Act, other than (a) preferred shares which immediately after issuance will have asset coverage of at least 200%, (b) indebtedness which immediately after
issuance will have asset coverage of at least 300% or (c) the borrowings permitted by investment restriction (1) above. The 1940 Act currently defines "senior security" as any bond, debenture, note or similar
obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends. Debt and equity
securities issued by a closed-end investment company meeting the foregoing asset coverage provisions are excluded from the general 1940 Act prohibition on the issuance of senior securities;
|
3.
| Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The purchase of investment assets with the
proceeds of a permitted borrowing or securities offering will not be deemed to be the purchase of securities on margin;
|
4.
| Underwrite securities issued by other persons, except insofar as it may technically be deemed to be an underwriter under the Securities Act in selling or disposing of a portfolio investment;
|
5.
| Make loans to other persons, except by (a) the acquisition of loan interests, debt securities and other obligations in which the Fund is authorized to invest in accordance with its investment objectives
and policies and (b) entering into repurchase agreements;
|
6.
| Purchase or sell real estate, although it may purchase and sell securities which are secured by interests in real estate and securities of issuers which invest or deal in real estate. The Fund reserves
the freedom of action to hold and to sell real estate acquired as a result of the ownership of securities;
|
7.
| Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities. Physical commodities do not include futures contracts with respect to securities, securities indices,
currencies, interest or other financial instruments; and
|
8.
| With respect to 75% of its total assets, invest more than 5% of its total assets in the securities of a single issuer or purchase more than 10% of the outstanding voting securities of a single issuer,
except obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities and except securities of other investment companies; or invest 25% or more of its total assets in any single industry
or group of industries
|
| (other than securities issued or guaranteed by the U.S. government or its agencies or instrumentalities).
|
Effects of Leverage
The following table is
furnished in response to requirements of the SEC. It is designed to, among other things, illustrate the effects of leverage through the use of senior securities, as that term is defined under Section 18 of the 1940
Act, on Common Share total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in a Fund's portfolio) of -10%, -5%, 0%, 5% and 10%. The table below
reflects the Fund's continued use of the line of credit as of October 31, 2023 as a percentage of total managed assets (including assets attributable to such leverage), and the annual return that the Fund's
portfolio must experience (net of expenses) in order to cover such costs. The information below does not reflect the Fund's use of certain other forms of economic leverage achieved through the use of other instruments
or transactions not considered to be senior securities under the 1940 Act, such as covered credit default swaps or other derivative instruments.
The assumed investment
portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Fund. Your actual returns may be
greater or less than those appearing below. In addition, actual borrowing expenses associated with reverse repurchase agreements (or dollar rolls or borrowings, if any) used by the Fund may vary frequently and may be
significantly higher or lower than the rate used for the example below.
Assumed
annual
returns on
the Fund's
portfolio
(net of
expenses)
| (10%)
| (5%)
| 0%
| 5%
| 10%
|
Corresponding
return of
shareholder
| (10.9%)
| (5.6%)
| (0.3%)
| 4.9%
| 10.2%
|
Based on estimated
indebtedness of $49,051,955 (representing approximately 5.17% of the Fund's Managed Assets as of October 31, 2023) at an annual interest rate of 6.36% (effective interest rate as of October 31, 2023), the Fund's
investment portfolio at fair value would have to produce an annual return of approximately 0.33% to cover annual interest payments on the estimated debt.
Share total return is
composed of two elements – the distributions paid by the Fund to holders of Shares (the amount of which is largely determined by the net investment income of the Fund after paying dividend payments on any
preferred shares issued by the Fund and
Additional Information Regarding the
Fund (AOD) (Unaudited) (concluded)
expenses on any forms of leverage
outstanding) and gains or losses on the value of the securities and other instruments the Fund owns. As required by SEC rules, the table assumes that the Fund is more likely to suffer capital losses than to enjoy
capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the income it receives on its investments is entirely offset by losses in the value of those investments. This table
reflects hypothetical performance of the Fund's portfolio and not the actual performance of the Fund's Shares, the value of which is determined by market forces and other factors. Should the Fund elect to add
additional
leverage to its portfolio, any benefits of
such additional leverage cannot be fully achieved until the proceeds resulting from the use of such leverage have been received by the Fund and invested in accordance with the Fund's investment objective and policies.
As noted above, the Fund's willingness to use additional leverage, and the extent to which leverage is used at any time, will depend on many factors, including, among other things, the Adviser's assessment of the
yield curve environment, interest rate trends, market conditions and other factors.
Dividend Reinvestment and Optional Cash Purchase
Plan (Unaudited)
The Funds intend to distribute to
shareholders substantially all of their 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 Funds do 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 a Fund declare an income dividend or a capital gains distribution payable either in the Funds' 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 Funds 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 Funds will issue new shares to participants at NAV; provided, however, that if the NAV is less than 95% of the market
price on the valuation date, then such shares will be issued at 95% of the market price. The valuation date will be the payable date for such distribution or dividend or, if that date is not a trading day on the NYSE,
the immediately preceding trading date. If NAV exceeds the market price of Fund shares at such time, or if the Funds should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent
will, as agent for the participants, buy Fund shares in the open market, on the NYSE or elsewhere, for the participants’ accounts on, or shortly after, the payment date. If, before the Plan Agent has completed
its purchases, the market price exceeds the NAV of the Funds' share, the average per share purchase price paid by the Plan Agent may exceed the NAV of the Funds' shares, resulting in the acquisition of fewer shares
than if the distribution had been paid in shares issued by the Funds 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 Funds' 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 Funds. 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
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 Funds 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 Funds 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.
Management of the Funds (Unaudited)
As of October 31, 2023
The names, years of birth and
business addresses of the Board Members and officers of the Funds as of the most recent fiscal year end, their principal occupations during at least the past five years, the number of portfolios each Board Member
oversees and other directorships they hold are provided in the tables below. Board Members that are deemed “interested persons” (as that term is defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended) of the Funds or the Funds' Adviser are included in the table below under the heading “Interested Board Members.” Board Members who are not interested persons, as described above, are
referred to in the table below under the heading “Independent Board Members.” abrdn Inc., its parent company abrdn plc, and its advisory affiliates are collectively referred to as “abrdn” in
the tables below.
Name, Address and
Year of Birth
| Position(s) Held
with the Funds
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
Interested Board Members
|
|
|
|
|
|
Stephen Bird†
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1967
| Class III Trustee
| Term as Trustee expires 2026; Trustee since 2021
| Mr. Bird joined the Board of abrdn plc in July 2020 as Chief Executive-Designate, and was formally appointed Chief Executive Officer in September
2020. Previously, Mr. Bird served as chief executive officer of global consumer banking at Citigroup from 2015, retiring from the role in November 2019. His responsibilities encompassed all consumer and commercial
banking businesses in 19 countries, including retail banking and wealth management, credit cards, mortgages, and operations and technology supporting these businesses. Prior to this, Mr. Bird was chief executive for
all of Citigroup’s Asia Pacific business lines across 17 markets in the region, including India and China. Mr. Bird joined Citigroup in 1998, and during his 21 years with the company he held a number of
leadership roles in banking, operations and technology across its Asian and Latin American businesses. Before this, he held management positions in the UK at GE Capital – where he was director of UK operations
from 1996 to 1998 – and at British Steel.
| 15 Registrants
consisting of
33 Portfolios
| None.
|
Management of the Funds (Unaudited) (continued)
As of October 31, 2023
Name, Address and
Year of Birth
| Position(s) Held
with the Funds
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
Independent Board Members
|
|
|
|
|
|
P. Gerald Malone
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1950
| Chair of the Board; Class II Trustee
| Term expires 2025; Trustee since 2018
| 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.
| 9 Registrants
consisting of
27 Portfolios
| None.
|
Todd Reit
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1968
| Class II Trustee
| Term expires 2025, Trustee since 2023
| 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).
| 9 Registrants
consisting of
9 Portfolios
| None.
|
Management of the Funds (Unaudited) (continued)
As of October 31, 2023
Name, Address and
Year of Birth
| Position(s) Held
with the Funds
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
John Sievwright
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1955
| Class I Trustee
| Term expires 2024; Trustee since 2018
| 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); and Chair of the Board of LoopFX (fin-tech start-up operating in large foreign currency institutional
transactions) (since Sept. 2022).
| 6 Registrants
consisting of
8 Portfolios
| Non-Executive Director of Burford Capital Ltd (provider of legal finance, complex strategies, post-settlement finance and asset management
services and products) since May 2020.
|
Nancy Yao
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1972
| Class III Trustee
| Term expires 2026; Trustee since 2018
| Ms. Yao is a lecturer on accounting and governance at Yale University. She is also a strategic consultant. Ms. Yao was the President of the
Museum of Chinese in America from 2015 until 2023. Prior to that, 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. Yao 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. Yao is a board member of the National Committee on U.S.-China Relations, a member of the Council on
Foreign Relations.
| 8 Registrants
consisting of
8 Portfolios
| None.
|
*
| As of the most recent fiscal year end, the Fund Complex has a total of 18 Registrants with each Board member serving on the Boards of the number of Registrants listed. Each Registrant in the Fund
Complex has one Portfolio except for two Registrants that are open-end funds, abrdn Funds and abrdn ETFs, which each have multiple Portfolios. The Registrants in the Fund Complex are as follows: abrdn Asia-Pacific
Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., The India Fund, Inc., abrdn Japan Equity Fund, Inc., abrdn Income Credit
Strategies Fund, abrdn Global Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Infrastructure Income Fund, abrdn National Municipal Income Fund, abrdn
Healthcare Investors, abrdn Life Sciences Investors, abrdn Healthcare Opportunities Fund, abrdn World Healthcare Fund, abrdn Funds (19 Portfolios), and abrdn ETFs (3 Portfolios).
|
**
| Current directorships (excluding Fund Complex) as of the most recent fiscal year end held in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or (3) any company subject to the requirements of Section 15(d) of the Exchange Act.
|
†
| Mr. Bird is considered to be an “interested person” of the Fund as defined in the 1940 Act because of his affiliation with abrdn.
|
Management of the Funds (Unaudited) (continued)
As of October 31, 2023
Officers of the Funds
Name, Address and
Year of Birth
| Position(s) Held
with the Funds
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During at Least the Past Five Years
|
Joseph Andolina**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
| Chief Compliance Officer and Vice President –Compliance
| Since 2018
| 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.
|
Martin Connaghan**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1980
| Vice President
| Since 2018
| Currently an Investment Director on the Global Equity Team at abrdn. Martin joined abrdn in 2001, via the acquisition of Murray Johnstone.
|
Katherine Corey**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1985
| Vice President
| Since 2023
| Currently, Senior Legal Counsel, Product Governance US for abrdn Inc. Ms. Corey joined abrdn Inc. as U.S. Counsel in 2013.
|
Joshua Duitz**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1970
| Vice President
| Since 2018
| Currently, Head of Global Income at abrdn Inc. Mr. Duitz joined abrdn Inc. in 2018 from Alpine Woods Capital Investors LLC where he was a Portfolio Manager.
|
Sharon Ferrari**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1977
| Treasurer and Chief Financial Officer
| Treasurer and Chief Financial Officer Since 2023; Fund Officer Since 2018
| Currently, Director, Product Management for abrdn Inc. Ms. Ferrari joined abrdn Inc. as a Senior Fund Administrator in 2008.
|
Katie Gebauer**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1986
| Vice President
| Since 2023
| Currently, Chief Compliance Officer—ETFs and serves as the Chief Compliance Officer for abrdn ETFs Advisors LLC. Ms. Gebauer joined abrdn Inc. in 2014.
|
Alan Goodson**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
| Vice President
| Since 2018
| Currently, Executive Director, 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**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1982
| Vice President
| Since 2018
| Currently, Senior Product Solutions and Implementation Manager, Product Governance US for abrdn Inc. Ms. Hasson joined the company in 2006.
|
Robert Hepp**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1986
| Vice President
| Since 2022
| Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Hepp joined abrdn Inc. as a Senior Paralegal in 2016.
|
Management of the Funds (Unaudited) (concluded)
As of October 31, 2023
Name, Address and
Year of Birth
| Position(s) Held
with the Funds
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During at Least the Past Five Years
|
Megan Kennedy**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1974
| Vice President and Secretary
| Since 2018
| Currently, Senior Director, Product Governance for abrdn Inc. Ms. Kennedy joined abrdn Inc. in 2005.
|
Andrew Kim**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1983
| Vice President
| Since 2022
| Currently, Senior Product Governance Manager – US for abrdn Inc. Mr. Kim joined abrdn Inc. as a Product Manager in 2013.
|
Brian Kordeck**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1978
| Vice President
| Since 2022
| Currently, Senior Product Manager – US for abrdn Inc. Mr. Kordeck joined abrdn Inc. as a Senior Fund Administrator in 2013.
|
Michael Marsico**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1980
| Vice President
| Since 2022
| Currently, Senior Product Manager – US for abrdn Inc. Mr. Marsico joined abrdn Inc. as a Fund Administrator in 2014.
|
Christian Pittard**
c/o abrdn Investments Limited
280 Bishopsgate
London, EC2M 4AG
Year of Birth: 1973
| President
| Since 2018
| Currently, Head of Closed End Funds & Managing Director - Corporate Finance. Mr. Pittard joined abrdn from KPMG in 1999.
|
Lucia Sitar**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1971
| Vice President
| Since 2018
| 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 2007.
|
*
| Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are appointed annually at a meeting of the Fund Board.
|
**
| Each officer may hold officer position(s) in one or more other funds which are part of the Fund Complex.
|
Further information about the
Fund's Board Members and Officers is available in the Fund's Statement of Additional Information, which can be obtained without charge by calling (800) 522-5465.
[THIS PAGE INTENTIONALLY LEFT BLANK]
Trustees
P. Gerald Malone, Chair
Stephen Bird
Nancy Yao
Todd Reit
John Sievwright
Investment Adviser
abrdn Investments Limited
10 Queen's Terrace
Aberdeen, AB10 1XL
Scotland, United Kingdom
Administrator
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
Custodian
State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114-2016
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
Dynamic Dividend Fund and abrdn Total Dynamic Dividend Fund are traded on the NYSE under the symbols “AGD” and “AOD”, respectively. Information about the Funds' net asset value and market price
is available at www.abrdnagd.com (AGD) and www.abrdnaod.com (AOD).
This report, including
the financial information herein, is transmitted to the shareholders of abrdn Global Dynamic Dividend Fund and abrdn Total Dynamic Dividend Fund for their general information only. It does not have regard to the
specific investment objectives, financial situation and the particular needs of any specific person. Past performance is no guarantee of future results.
Item 2. Code of Ethics.
(a) |
As of October 31, 2023, abrdn Total Dynamic Dividend Fund (the “Fund” or the “Registrant”) had adopted a Code of Ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the “Code of Ethics”). |
(c) |
There have been no amendments, during the period covered by this report, to a provision of the Code of Ethics. |
(d) |
During the period covered by this report, there were no waivers to the provisions of the Code of Ethics. |
(f) |
A copy of the Code of Ethics has been filed as an exhibit to this Form N-CSR. |
Item 3. Audit Committee Financial Expert.
The Registrant's Board of Trustees has determined
that John Sievwright, a member of the Board of Trustees’ Audit Committee, possesses the attributes, and has acquired such attributes
through means, identified in instruction 2 of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,”
and has designated Mr. Sievwright as the Audit Committee’s financial expert. Mr. Sievwright is considered to be an “independent”
trustee, as such term is defined in paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) –
(d) Below is a table reflecting the fee information requested in Items 4(a) through (d):
Fiscal Year Ended | |
(a) Audit Fees1 | | |
(b) Audit-Related Fees2 | | |
(c) Tax Fees3 | | |
(d) All Other Fees4 | |
October 31, 2023 | |
$ | 81,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Percentage approved pursuant to pre-approval exception5 | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
October 31, 2022 | |
$ | 69,270 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Percentage approved pursuant to pre-approval exception5 | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
1 “Audit Fees” are the
aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.
2 “Audit Related Fees”
are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial
statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares.
3 “Tax Fees” are the aggregate
fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: federal and state income tax
returns, review of excise tax distribution calculations and federal excise tax return.
4 “All Other Fees” are
the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax
Fees”.
5 Pre-approval exception under
Rule 2-01 of Regulation S-X. The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement
for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no
more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided;
(B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly
brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.
(e)(1) |
The Registrant’s Audit Committee (the “Committee”) has adopted a Charter that provides that the Committee shall annually select, retain or terminate, and recommend to the Independent Trustees for their ratification, the selection, retention or termination, the Registrant’s independent auditor and, in connection therewith, to evaluate the terms of the engagement (including compensation of the independent auditor) and the qualifications and independence of the independent auditor, including whether the independent auditor provides any consulting, auditing or tax services to the Registrant’s investment adviser (the “Adviser”) or any sub-adviser, and to receive the independent auditor’s specific representations as to their independence, delineating all relationships that may affect the independent auditor’s independence, including the disclosures required by PCAOB Rule 3526 or any other applicable auditing standard. PCAOB Rule 3526 requires that, at least annually, the auditor: (1) disclose to the Committee in writing all relationships between the auditor and its related entities and the Registrant and its related entities that in the auditor’s professional judgment may reasonably be thought to bear on independence; (2) confirm in the letter that, in its professional judgment, it is independent of the Registrant within the meaning of the Securities Acts administered by the SEC; and (3) discuss the auditor’s independence with the audit committee. The Committee is responsible for actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the independent auditor. The Committee Charter also provides that the Committee shall review in advance, and consider approval of, any and all proposals by Management or the Adviser that the Registrant, the Adviser or their affiliated persons, employ the independent auditor to render “permissible non-audit services” to the Registrant and to consider whether such services are consistent with the independent auditor’s independence. “Permissible non-audit services” include any professional services, including tax services, provided to the Registrant by the independent auditor, other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Registrant; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the PCAOB determines, by regulation, is impermissible. Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Registrant constitutes not more than 5% of the total amount of revenues paid by the Registrant to its auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Registrant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or its Delegate(s) prior to the completion of the audit. The Committee may delegate to one or more of its members (“Delegates”)
authority to pre-approve permissible non-audit services to be provided to the Registrant. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. Pursuant to this authority, the Registrant’s Committee delegates to the Committee Chair, subject to subsequent ratification by the full Committee, up to a maximum amount of $25,000, which includes any professional services, including tax services, provided to the Registrant by its independent registered public accounting firm other than those provided to the Registrant in connection with an audit or a review of the financial statements of the Registrant. The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the Registrant’s periodic reports required by Section 30 of the Investment Company Act of 1940, as amended, and other documents as required under the federal securities laws. |
(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 |
|
October 31, 2023 |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,171,994 |
|
|
$ |
1,171,994 |
|
October 31, 2022 |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,108,929 |
|
|
$ |
1,108,929 |
|
“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 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 October 31,
2023, the Audit Committee members were:
Nancy Yao Maasbach
P. Gerald Malone
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 (c) and policies of the Adviser are included as Exhibit (d).
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) PORTFOLIO MANAGER BIOGRAPHIES
The Fund is managed by abrdn’s Global Equity team.
The Global Equity team works in a truly collaborative fashion; all team members have both portfolio management and research responsibilities.
The team is responsible for the day-to-day management of the Fund. As of the date of filing this report, the following individuals have
primary responsibility for the day-to-day management of the Fund’s portfolio:
Individual &
Position |
Past Business Experience |
Martin Connaghan
Investment Director, Global Equities |
Martin Connaghan is an Investment Director on the Developed Markets Equity Team at abrdn. He is one of the managers of Murray International Trust Plc and is also responsible for a range of Global Equity, Global Equity Income, Dynamic Dividend and Shariah compliant strategies. Martin joined Murray Johnstone in 1998, which was subsequently acquired by Aberdeen Asset Management in 2001. Martin has held a number of roles including Trader, Credit Analyst and ESG Analyst and has been focused on the management of Global Equity mandates for 17 years.
|
Josh Duitz
Head of the Global Equities Team |
Josh Duitz is Head of Global Income at abrdn. He is a Portfolio Manager of our global dynamic dividend and global infrastructure funds. Josh joined the company in 2018 from Alpine Woods Capital Management where he was a Portfolio Manager. Previously, Josh worked for Bear Stearns where he was a Managing Director, Principal and traded international equities. Prior to that, Josh worked for Arthur Andersen where he was a senior auditor.
|
Ruairidh Finlayson, CFA®
Investment Director, Global Equities |
Ruairidh Finlayson is an Investment Director at abrdn. He is the portfolio
manager of abrdn’s Dynamic Dividend and World Resources funds. Ruairidh joined the company in 2018 from Polar Capital Partners where
he worked as an Equity Analyst for the North America and Global Alpha funds. Previously, Ruairidh worked as an Equity Analyst for Brewin
Dolphin after qualifying as a Chartered Accountant with Ernst & Young.
|
(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 October 31, 2023.
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) | |
Josh Duitz1 | |
Registered Investment Companies | |
| 8 | | |
$ | 2,029.78 | | |
| 0 | | |
$ | 0 | |
| |
Pooled Investment Vehicles | |
| 34 | | |
$ | 5,793.64 | | |
| 0 | | |
$ | 0 | |
| |
Other Accounts | |
| 9 | | |
$ | 2,796.03 | | |
| 0 | | |
$ | 0 | |
| |
| |
| | | |
| | | |
| | | |
| | |
Martin Connaghan1 | |
Registered Investment Companies | |
| 8 | | |
$ | 2,029.78 | | |
| 0 | | |
$ | 0 | |
| |
Pooled Investment Vehicles | |
| 34 | | |
$ | 5,793.64 | | |
| 0 | | |
$ | 0 | |
| |
Other Accounts | |
| 9 | | |
$ | 2,796.03 | | |
| 0 | | |
$ | 0 | |
| |
| |
| | | |
| | | |
| | | |
| | |
Ruairidh Finlayson1 | |
Registered Investment Companies | |
| 8 | | |
$ | 2,029.78 | | |
| 0 | | |
$ | 0 | |
| |
Pooled Investment Vehicles | |
| 34 | | |
$ | 5,793.64 | | |
| 0 | | |
$ | 0 | |
| |
Other Accounts | |
| 9 | | |
$ | 2,796.03 | | |
| 0 | | |
$ | 0 | |
1 Includes accounts
managed by the Global Equities 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 October 31, 2023 |
|
Martin Connaghan |
|
None |
Josh Duitz |
|
$10,001-$50,000 |
Ruairidh Finlayson |
|
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 October 31, 2023, 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 Total Dynamic Dividend Fund
By: |
/s/ Christian Pittard |
|
|
Christian Pittard, |
|
Principal Executive Officer of |
|
abrdn Total Dynamic Dividend Fund |
|
Date: January 8, 2024 |
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 Total Dynamic Dividend Fund |
|
Date: January 8, 2024 |
By: |
/s/ Sharon Ferrari |
|
|
Sharon Ferrari, |
|
Principal Financial Officer of |
|
abrdn Total Dynamic Dividend Fund |
|
Date: January 8, 2024 |
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, Sharon Ferrari, certify that:
| 1. | I have reviewed this report on Form N-CSR of abrdn Total Dynamic Dividend 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: January 8, 2024
/s/ Sharon Ferrari |
|
Sharon Ferrari |
|
Principal Financial Officer |
|
Certification
Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302 of the Sarbanes-Oxley Act
I, Christian Pittard, certify that:
| 1. | I have reviewed this report on Form N-CSR of abrdn Total Dynamic Dividend 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: January 8, 2024
/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 Sharon Ferrari, Principal Financial Officer, of abrdn Total Dynamic Dividend Fund (the “Registrant”), each certify that:
| 1. | The Registrant’s periodic report on Form N-CSR for the period ended October 31, 2023 (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 Total Dynamic Dividend Fund |
|
|
|
/s/ Christian Pittard |
|
Christian Pittard |
|
Date: January 8, 2024 |
|
|
|
PRINCIPAL FINANCIAL OFFICER |
|
abrdn Total Dynamic Dividend Fund |
|
|
|
/s/ Sharon Ferrari |
|
Sharon Ferrari |
|
Date: January 8, 2024 |
|
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 99.13c
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 99.13d
U.S. Registered Advisers
Summary of Proxy Voting Guidelines
as
of October 26, 2022
Where clients appoint abrdn Inc. to vote proxies
on their behalf, policies have been established to vote these proxies in the best interests of our clients.
We employ ISS as a service provider to facilitate
electronic voting. We require ISS to provide recommendations based on our own
set of parameters tailored to abrdn’s assessment and approach,
but remain conscious that all voting decisions are our own on behalf of our clients. We consider ISS’s
recommendations and those based on our custom parameters as input to our voting decisions. We make use of the ISS standard research
and recommendations and those based on our own custom policy as input to our voting decisions. Where our analysts make a voting decision
that is different from the recommendations based on our custom policy they will provide a rationale for such a decisions which will be
made publicly available in our voting disclosures.
In order to make proxy voting decisions, an abrdn
analyst assesses the resolutions at general meetings in our active investment portfolios. This analysis will be based on our knowledge
of the company, but will also make use of the custom and standard recommendations provided by ISS as described above. The product of
this analysis will be a final voting decision instructed through ISS and applied to all funds for which abrdn have been appointed to
vote. For funds managed by a sub-adviser, we may delegate to the sub-adviser the authority to vote proxies; however, the sub-adviser
will be required to either follow our policies and procedures or to demonstrate that their policies and procedures are consistent with
ours, or otherwise implemented in the best interest of clients.
There may be certain circumstances where abrdn
Inc. may take a more limited role in voting proxies. We will not vote proxies for client accounts in which the client contract specifies
that abrdn Inc. will not vote. We may abstain from voting a client proxy if
the voting is uneconomic or otherwise not in clients’ best interests.
For companies held only in passively managed portfolios, abrdn Inc. custom recommendations provided by ISS will be used to automatically
apply our voting approach; we have scope to intervene to test that this delivers appropriate results, and will on occasions intrude to
apply a vote more fully in clients’ best
interests. If voting securities are part of a securities lending program, we may be unable to vote while the securities are on
loan. However, we have the ability to recall shares on loan or to restrict lending when required, in order to ensure all shares have
voted. In addition, certain jurisdictions may impose share-blocking restrictions at various times which may prevent abrdn Inc. from exercising
our voting authority.
We recognize that there may be situations in
which we vote at a company meeting where we encounter a conflict of interest. Such situations include:
· | Where
a portfolio manager owns the holding in a personal account. |
· | An
investee company that is also a segregated client. |
· | An
investee company where an Executive Director or Officer of our company or that of abrdn plc
or another affiliate is also a Director of that company. |
· | An
investee company where an employee of abrdn plc or an affiliate or subsidiary is a Director
of that company. |
· | A
significant distributor of our products. |
· | Any
other companies which may be relevant from time to time. |
We have adopted procedures within our proxy
voting process to identify where a conflict exists. These procedures are designed
to ensure that our voting decisions are based on our client’s
best interests and are not impacted by any conflict.
The implementation of this policy, along with
conflicts of interest, will be reviewed periodically by the Active Ownership team.
abrdn’s Global ESG Principles &
Voting Policies are published on our website.
Clients
may obtain a free copy of abrdn Inc.’s proxy voting policies and
procedures and/or proxy voting records for their account by contacting us at (215) 405-5700. abrdn publishes ESG Principles &
Voting Policies, which describe our approach to investment analysis, shareholder engagement and proxy voting across companies
worldwide. There are published on our website.
Clients that have not granted abrdn Inc. voting
authority over securities held in their accounts will receive their proxies in accordance with the arrangements they have made with their
service providers.
Listed
Company ESG Principles & Voting Policies
February 2023
Introduction
Active
Ownership and Environmental, Social & Governance (ESG) considerations
are a driver of our investment process, our investment activity, our client journey and our corporate influence.
Through engagement with the companies in which
we invest, and by exercising votes on behalf of our clients, we seek to improve
the financial resilience and performance of our clients’ investments.
Where we believe change is needed, we endeavour to catalyse this through our stewardship capabilities.
Our expectations
As global investors, we are particularly aware
that ESG structures and frameworks vary across regions. Furthermore, what we expect of the companies in which we invest varies between
different stages of business development and the underlying history and nature
of the company in question. We seek to understand each company’s
individual circumstances and so evaluate how it can best be governed and overseen. As such, we strive to apply the principles
and policies set out on these pages in
response to the needs of that individual company at that particular time. Our heritage as a predominantly active fund manager
helps drive this bespoke approach to understanding good governance and risk management.
We
have a clear perception of what we consider to be best practice globally – as
set out in this document. However we will reflect the nature of the business, our close understanding of individual companies
and regional considerations, where appropriate, in our approach to applying these policies, which are not exhaustive.
This
document has received approval from the Head of Public Markets and the Investment Vector’s
Chief Sustainability Officer following consultation with various internal stakeholders.
Our approach to stewardship
We seek to integrate and appraise environmental,
social and governance factors in our investment process. Our aim is to generate the best long-term outcomes for our clients and we will
actively take steps as stewards and owners to protect and enhance the value
of our clients’ assets.
Stewardship is a reflection of this bespoke approach
to good governance and risk management. We seek to understand each company’s
specific approach to governance, how value is created through business success and how investors’ interests are protected
through the management of risks that materially impact business success. This requires us to play our part in the governance process
by being active stewards of companies, involved in dialogue with management and non-executive
directors where appropriate, understanding the material risks and opportunities – including
those relating to environmental and social factors and helping to shape the future success of the business.
We will:
· | Take
into consideration, in our investment process, the policies and practices on environmental,
social and governance matters of the companies in which we invest. |
· | Seek
to enhance long-term shareholder value through constructive engagement with the companies
in which we invest. |
· | Actively
engage with the companies and assets in which we invest where we believe we can influence
or gain insight. |
· | Seek
to exercise voting rights, where held, in a manner consistent with our clients’
long-term best interests. |
· | Seek
to influence the development of high standards of corporate governance and corporate responsibility
in relation to environmental and social factors for the benefit of our clients. |
· | Communicate
our Listed Company ESG Principles and Voting Policies to clients, companies and other interested
parties. |
· | Be
accountable to clients within the constraints of professional confidentiality and legislative
and regulatory requirements. |
· | Be
transparent in reporting our engagement and voting activities. |
abrdn is committed to exercising responsible
ownership with a conviction that companies adopting improving practices in corporate governance and risk management will be more successful
in their core activities and deliver enhanced returns to shareholders. As owners of companies, the process of stewardship is a natural
part of our investment approach as we seek to benefit from their long-term success
on our clients’ behalf.
Engagement
It is a central tenet of our active investment
approach that we strive to meet with the management and directors of our investee companies on a regular basis. The discussions we have
cover a wide range of topics, including: strategic, operational, and ESG issues and consider the long-term drivers of value. Engagement
with companies on ESG risks and opportunities is a fundamental part of our investment process. It is a process by which we can discuss
how a company identifies, prioritises and mitigates its key risks and optimises its most significant opportunities. As such, we regard
engagement as:
· | Important
to understanding investee companies as a whole. |
· | Helpful
when conducting proper ESG analysis. |
· | Useful
to maintaining open dialogue and solid relationships with companies. |
· | An
opportunity to inflect positive change on a company’s
holistic risk management programme – be
active with our holdings rather than activist. |
Proxy Voting
Proxy voting is an integral part of our active
stewardship approach and we seek to exercise voting rights in a manner in line
with our clients’ best interests. We seek to ensure that voting
reflects our understanding of the companies in which we invest on behalf of our clients. We believe that voting is a vital mechanism
for holding boards and management teams to account, and is an important tool for escalation and shareholder action.
This document includes our process and overarching
policy guidelines which we apply when voting at general meetings. These policies are not exhaustive and we evaluate our voting on a case
by case basis. As a global investment firm we recognise the importance of adopting a regional approach, taking into account differing
and developing market practices. Where a policy is specific to one region this is denoted.
We endeavour to engage with companies regarding
our voting decisions to maintain a dialogue on matters of concern.
Voting Process
In line with our active ownership approach, we
review the majority of general meeting agendas convened by companies which are held in our active equity portfolios. Analysis is undertaken
by a member of our regional investment teams or our Active Ownership team and votes instructed following consideration of our policies,
our views of the company and our investment insights. To enhance our analysis we may engage with a company prior to voting to understand
additional context and explanations, particularly where there is deviation from what we believe to be best practice.
To supplement our own analysis we make use of
the benchmark research and recommendations provided by ISS, a provider of proxy
voting services. In the UK we also make use of the Investment Association’s
(IA) Institutional Voting Information Service. We have implemented regional voting policy guidelines with ISS which ISS applies
to all meetings in order to produce customised vote recommendations. These custom recommendations help identify resolutions which deviate
from our expectations. They are also used to determine votes where a company is held only in passive funds. Within our custom policies,
however, we do specify numerous resolutions which should be referred to us for active review. For example we will analyse all proposals
marked by ISS as environmental or social proposals.
While
it is most common for us to vote in line with a board’s voting
recommendation we will vote our clients’ shares against
resolutions which are not consistent with their best interests. We may also vote against resolutions which conflict with local governance
guidelines, such as the IA in the UK. Although we seek to vote either in favour or against a resolution we do make use of an abstain
vote where this is considered appropriate. For example we may use an abstention to acknowledge some improvement, but as a means to reserve
our position in expectation that further improvement is needed before we can vote in favour. Where we vote against a resolution we endeavour
to inform companies of our rationale.
In exceptional circumstances we may attend and
speak at a shareholder meeting to reinforce our views to the company’s
board.
We endeavour to vote all shares for which we
have voting authority. We may not vote when there are obstacles to do so, for example those impacting liquidity, such as share- blocking,
or where there is a significant conflict of interest. We use the voting platform of ISS to instruct our votes. Where we lend stock on
behalf of clients, and subject to the terms of client agreements, we hold the
right to recall shares where it is in clients’ interests and we
take the view that it will impact the final vote to maintain full voting weight on a particular meeting or resolution.
Our votes are disclosed publicly on our website
one day after a general meeting has taken place.
Strategy
We invest in companies to create the best outcome
for our clients. Companies must be clear about the drivers of their business success and their strategy for maintaining and enhancing
it. Investment is a forward-looking process; we seek to understand the opportunity for a business and its scope for future value-creation
over the long term. In order to do this, we need clarity on past business delivery and its drivers, and on the effective track
record of management; we require honest and open reporting to build confidence in that track record. We seek confidence that companies
and their management can maintain their competitive positioning and operational performance and subsequently enhance returns for investors.
A clear strategy and clarity about the drivers of operational success provides the lens through which we will consider most corporate
issues, not least assessing performance and risk management.
· | We
will consider voting against executive or non-executive directors if we have serious concerns
regarding the oversight or implementation of strategy. |
Board of Directors
We believe effective board governance promotes
the long-term success and value creation of the company. The board should be
responsible for establishing the company’s purpose and strategy,
overseeing management in their implementation of strategy and performance against objectives. The board should ensure a strong
framework of control and risk oversight, including material ESG risks. The board should assess and monitor culture and be engaged with
the workforce, shareholders and wider society.
Board Composition
Effective decision making requires a mix of skills
around the table and constructive debate between diverse and different-minded individuals. A range of skills, experience and perspectives
should be drawn together on the board. These include industry knowledge, experience from other sectors and relevant geographical knowledge.
Independence of thought plays a crucial role in the ability of a board to generate the debate and discussion that will challenge management,
help enhance business performance and improve decision-making. Board assessments will help the board ensure it has the necessary mix
of skills, diversity and quality of individuals to address the current risks and opportunities the company faces. Unitary boards should
comprise an appropriate combination of executive and non- executive directors such that no group of individuals dominates decision-making.
We expect the size of the board to reflect the size, nature and complexity of the business. We also expect regular internal and external
board evaluations which include an assessment of board composition and effectiveness.
Leadership
Running businesses effectively for the long term
requires effective collaboration and cooperation, with no individual or small group having unfettered powers. Nor should they have dominant
influence over the way a business is run or over major decisions about its operations or future. There should be a division of responsibility
between board leadership and executive leadership of the business. We believe that there should be a division of roles at the top of
the organisation, typically between a Chief Executive Officer (CEO) and an independent Chair.
· | We
will consider supporting the re-election of an existing Chair &
CEO role combination, recognising that this remains common in certain geographies. In reviewing
on a case by case basis we will take account of the particular circumstances of the company
and consider what checks and balances are in place, such as the presence of a strong Senior
Independent Director with a clear scope of responsibility. |
· | We
will generally oppose any re-combination of the roles of CEO and Chair, unless the move is
on a temporary basis due to exceptional circumstances or other mitigating factors. |
· | We
will generally oppose any move of a retiring CEO to the role of Chair. |
Independence
Companies should be led and overseen by genuinely
independent boards. When looking at board composition we generally expect to see a majority of independent directors, with boards identifying
their independence classifications in the Annual Report. It is preferable to see an identified Senior Independent Director (SID) on the
board, who will lead the appraisal of and succession planning for the Chair. We expect SIDs to meet with investors and be a point of
contact for escalating concerns if required.
In
assessing a director’s independence we will have due regard for
whether a director:
(I) | Has
been an employee of the company within the last five years. |
(II) | Has
had within the last three years a material business relationship with the company. |
(III) | Has
received remuneration in addition to director fees or participates in the company’s
option or variable incentive schemes, or is a member of the company’s
pension scheme. |
(IV) | Has
close family ties with any of the company’s
advisers, directors or senior employees. |
(V) | Holds
cross-directorships or has significant links with other directors through involvement in
other companies or bodies. |
(VI) | Represents
a significant shareholder. |
(VII) | Has
served on the board for more than 12 years (or 9 for UK companies). |
· | We
will consider voting against the re-election of non-independent directors if the board is
not majority independent (excluding employee representatives). In doing so we will have regard
for whether a company is controlled and the nature of the non-independence –
for example, we are unlikely to
vote against shareholder representatives unless their representation is disproportionate
to their shareholding. |
Succession
Planning & Refreshment
Regular refreshment of the non-executive portion
of a board helps draw in fresh perspectives, not least in the context of changes to business and emerging opportunities and risks. It
also helps limit the danger of group-think. Thoughtful and proactive succession planning is therefore needed for board continuity, to
ensure that a board is populated by individuals with an appropriate mix of skills, experience and perspective. We expect the board to
implement a formal process for the recruitment and appointment of new directors, and to provide transparency of this in the Annual Report.
· | We
will vote against non-executive directors where there are concerns regarding board refreshment
or excessive tenure. Where there are directors who have served for over 12 years on a board
which has seen no refreshment in 3 years (2 in UK), we will generally vote against their
re-election. If a director has served for over 15 years we will generally vote against their
re-election. We will, however, consider the impact on board continuity and the company’s
succession planning efforts prior to doing so. We may not apply the tenure limit to directors
who are founders or shareholder representatives. |
Diversity
We believe that companies that make progress
in diversity and inclusion (D&I) are better positioned for long-term sustainability and outperformance. Diversity of thought, paired
with a culture of inclusion, can help companies to tackle increasingly complex challenges and markets. We expect boards to report on
how they promote D&I throughout the business and believe that setting targets is important to addressing imbalances. We recognise
the importance of adopting a regional approach to diversity and inclusion, allowing us to press for progress with appropriate consideration
for the starting point. We have for several years, actively encouraged progress in gender diversity at all levels, and have expanded
our scope in relation to diversity and inclusion across geographies. In respect of ethnic diversity, this is coming increasingly into
focus as we encourage boards to progress in ensuring that their composition reflects their employee and customer bases.
Our regional specific policies are below. In
determining our votes we will take account of mitigating factors, such as the sudden departure of a female board member. We will also
consider any clear progress being made by the company on diversity and any assurance that diversity shortfalls will soon be addressed.
Gender Diversity
· | UK:
We will generally vote against the Nomination Committee Chair of FTSE 350 companies if the
board is not comprised of at least one third female directors. For smaller companies, we
will take this action if the board does not include at least one female director. |
· | Europe:
We will generally vote against the Nomination Committee Chair of LargeCap companies if the
supervisory board is not comprised of at least 30% female directors, or is not in line with
the local standard if higher. For smaller companies, we will take this action if the supervisory
board does not include at least one female director. |
· | Australia:
We will generally vote against the Nomination Committee Chair of ASX300 companies if the
board is not comprised of at least 30% female directors. |
· | North
America: We will generally vote against the Nomination Committee Chair of LargeCap companies
if the board is not comprised of at least 30% female directors. For smaller companies, we
will take this action if the board does not include at least one female director |
Ethnic Diversity
· | UK:
We will generally vote against the Nomination Committee Chair at the boards of FTSE 100 companies,
if the board does not include at least one member from an ethnic minority background. This
is in line with targets set up by the Parker Review. |
· | US:
We will generally vote against the Nomination Committee Chair at the boards of S&P 1500 &
Russell 3000 companies if the board does not include at least one member from a racial or
ethnic minority background. |
Directors’
Time Commitment
Individual directors need sufficient time to
carry out their role effectively and therefore we seek to ensure that all directors maintain an appropriate level of overall
commitments such that allows them to be properly diligent.
· | We
will consider opposing the election or re-election of any director where there is a concern
regarding their ability to dedicate sufficient time to the role. In making this assessment
we will have regard for the ISS classification of ‘overboarding’. |
· | We
will generally oppose the re-election of any director who has attended fewer than 75% of
board meetings in two consecutive years. |
Board Committees
Boards should establish committees, populated
by independent and appropriately skilled non-executive directors, to oversee (as a minimum) the nomination, audit and remuneration processes.
It may also be appropriate for additional committees to be established, such as a risk or sustainability committee. These committees
should report openly on an annual basis about their activities and key decisions taken.
· | We
will consider voting against committee members if we have concerns regarding the composition
of a committee. |
Nomination Committee
This committee has responsibility for leading
the process for orderly non-executive and senior management succession planning and recruitment, and for overseeing the composition of
the board including skillset, experience and diversity. We expect the committee to be comprised of a majority of independent directors
with an independent Chair.
· | We
will consider voting against the re-election of the Nomination Committee Chair if we have
concerns regarding the composition of the board or concerns regarding poor succession planning. |
Audit Committee
This
committee has responsibility for monitoring the integrity of the financial statements, reviewing the company’s
internal financial controls and risk management systems, reviewing the effectiveness of the company’s
internal audit function and appointing auditors. While we prefer the committee to be wholly independent, at minimum we expect
the committee to be comprised of a majority of independent directors with an independent Chair and at least one member having recent
and relevant financial experience.
· | We
will generally vote against the re-election of the Audit Committee Chair if at least one
member of the Committee does not have recent and relevant financial experience. |
Remuneration Committee
This committee is responsible for determining
the policy and setting remuneration for executive and non-executive directors. The committee should ensure that remuneration is aligned
with strategy and company performance and should clearly demonstrate regard
for the company’s employees, for wider society and be cognisant
of the company’s licence to operate when considering policy
and the overall level of remuneration. We expect remuneration committees to be robust in their approach to developing and implementing
remuneration policies, with formal and transparent procedures for developing policies and for determining remuneration packages. Remuneration
committees should be comprised of a majority of independent directors with an independent Chair and we expect members to have appropriate
experience and knowledge of the business. No executive should be involved in setting their own
remuneration.
· | Where
we have significant concerns regarding the company’s
remuneration policy or reward outcomes we may escalate these concerns through a vote against
the Chair or members of the Remuneration Committee. |
Director Accountability
We expect to be able to hold boards to account
through engagement and regular director re-elections and directors should feel that they are accountable to investors. We encourage individual,
rather than bundled, director elections. While our preference is for directors to be subject to re-election annually, we expect re-elections
to take place at least every three years. Lengthier board mandates, while not uncommon in some markets, risk divorcing directors from
an appropriate sense of accountability. Directors and management should make themselves available for discussions with major shareholders
as we expect to have open dialogue to share our perspectives and gain confidence that the individuals are carrying out their roles with
appropriate vigour and diligence. A further important element of director accountability to shareholders is that investors should have
the right, both formal and informal, to propose and promote individual directors to be considered for election to the board by all shareholders.
· | We
will generally oppose the re-election of non- independent NEDs who are proposed for a term
exceeding three years. We may not apply this to directors who are shareholder representatives. |
· | Where
we have significant concerns regarding a board member’s
performance, actions or inaction to address issues raised we may vote against their re-election. |
· | We
may vote against directors who decline appropriate requests for meeting without a clear justification. |
· | Where
a director has held a position of responsibility at a company which has suffered a material
governance failure, we will consider whether we are comfortable to support their re-election
at other listed companies. |
· | We
will generally support resolutions to discharge the supervisory board or management board
members unless we have serious concerns regarding actions taken during the year under review.
Where there is insufficient information regarding allegations of misconduct, we may prefer
to abstain. In exceptional circumstances we may vote against the discharge resolution to
reflect serious ESG concerns if there is not another appropriate resolution. |
· | We
will not support the election of directors who are not personally identified but are proposed
as corporations. |
Reporting
A
company’s board should present a fair, balanced and understandable
assessment of the company’s position and prospects –
financial and non-financial – and
of how it has fulfilled its responsibilities. We support the principle of full disclosure of relevant and useful information,
subject to issues of commercial confidentiality and prejudice. Boilerplate disclosure should be avoided. We encourage companies to consider
using the appropriate globally developed standards and would particularly encourage the use of those created by the Taskforce for Climate
related Financial Disclosure (TCFD), the International Integrated Reporting Council (IIRC), the Sustainability Accounting Standards Board
(SASB) and the Global Reporting Initiative (GRI). Audited reporting and financial numbers should be published ahead of any relevant shareholder
meetings. We continue to monitor the evolving reporting landscape and consider new reporting developments as they emerge, either voluntary
or regulatory.
· | We
may consider voting against a company’s
Annual Report &
Accounts if we have concerns regarding timely provision or disclosure. |
Political
Donations & Lobbying
Companies should be consistent in their public
statements and not undermine these in private commentary to market participants or to politicians and regulators. We welcome transparency
from companies about their lobbying activities and believe that good companies have nothing to hide in this respect. Similarly we encourage
transparency of any political donations that companies deem appropriate –
and we expect a clear explanation of why such donations are an appropriate
use of corporate funds.
Risk &
Audit
The
board is responsible for determining the company’s risk appetite,
establishing procedures to manage risk and for monitoring the company’s
internal controls. We expect boards to conduct robust assessments of the company’s
material risks and report to shareholders on risks, controls and effectiveness. The introduction of global accounting standards
has led to much greater investor confidence in the accounts produced by companies around the world. It has also assisted in creating
consistency of reporting across companies, enabling fairer comparisons between different operating businesses. We therefore encourage
companies seeking international investment to report under International Financial Reporting Standards (IFRS) or US GAAP. As a firm abrdn
supports the continued development of high quality global accounting standards.
An independent audit, delivered by a respected
audit firm, is a required element for investor confidence in reporting by companies. We strongly favour meaningful, transparent and informative
auditor reports, giving us additional insights into the audit process and accounting outcomes. Audit fees must be sufficient to pay for
an appropriately in-depth assurance process. We would be concerned if a company sought to make savings in this respect as the cost in
terms of damage to audit effectiveness and confidence in the company’s
accounts would be much more substantial.
The independence of the auditor and the standard
of their work, particularly in challenging management, should be subject to regular assessment that is appropriately disclosed. Even
when individuals carrying out the audit are refreshed, we believe that the independence of the audit firm erodes over time and we will
encourage a tender process and change of audit firm where an engagement has lasted for an extended period. In order to demonstrate the
level of independence, companies should not have the same audit firm in place for more than 20 years.
The relationship with the auditor should be mediated
through the audit committee. Where we are significant shareholders, we expect to be consulted on plans to tender and replace auditors.
· | We
will generally vote against the re-election of an auditor which has a tenure of 20 years
or over, if there are no plans for rotation in the near term. |
· | We
will consider voting against the auditors if we have concerns regarding the accounts presented
or the audit procedures used. |
· | We
will vote against the approval of auditor fees if we have concerns regarding the level of
fees or the balance of non-audit and audit fees. |
Remuneration
Remuneration policies and the overall levels
of pay should be aligned with strategy, attracting and retaining talent and incentivising the decisions and behaviours needed to create
long-term value. The component parts of remuneration should be structured so as to link rewards to corporate and individual performance
and they should be considered in the context of the remuneration policies when taken as a whole. We recognise the benefits of simplicity
in forming the policy, which should clearly link outcomes and expectations for those receiving the remuneration, as well as external
stakeholders. The structure should be transparent and understandable.
A
company’s annual report should contain an informative statement
of remuneration policy which communicates clearly to stakeholders how it has developed and evolved. This should include details
of any stress testing that may have been undertaken to understand the policy outcomes for different business scenarios. The remuneration
committee should provide a clear description of the application of policy and the outcomes achieved.
Base salary should be set at a level appropriate
for the role and responsibility of the executive. We discourage increases which are driven by peer benchmarking, and expect increases
to be aligned with the wider workforce. Consideration should also be given to the knock on impact to variable remuneration potential.
Pension arrangements and benefits should be clearly disclosed. We generally expect pension structures to be aligned with the wider workforce.
A company should structure variable, performance-
related pay to incentivise and reward management in a manner that is aligned
with the company’s sustainable performance and risk appetite over
the long term. We expect all variable pay to be capped, preferably as a proportion of base salary. In the UK we expect variable
pay to be capped as a proportion of salary. In other markets, if variable pay is capped at a number of shares, we expect the value of
grants to be kept under review annually to ensure the value remains appropriate and is not excessive.
Performance
metrics used to determine variable pay should be clearly disclosed and aligned with the company’s
strategy. A significant portion of performance metrics should seek to measure significant improvements in the underlying financial
performance of the company. We also encourage the inclusion of non-financial metrics linked to targets which are
aligned with the company’s progress on its ESG strategy. Where
possible we expect these targets to be quantifiable and disclosed.
Variable pay arrangements should incentivise
participants to achieve above-average performance through the use of challenging targets. We encourage sliding-scale performance measures
and expect performance target ranges to be disclosed to enable shareholders to assess the level of challenge and pay for performance
alignment. We expect annual bonus targets to be disclosed retrospectively and encourage the disclosure of long term incentive (LTI) targets
at the beginning of the performance period, but at minimum we expect retrospective disclosure. Where bonus or LTI targets are not disclosed
due to commercial sensitivity we expect an explanation of why the targets continue to be considered sensitive retrospectively and expect
some detail regarding the level of achievement vs target. Where a share price metric is being used, we expect this to be underpinned
by a challenging measure of underlying performance.
We encourage settlement of a portion of the annual
bonus in shares which are deferred for at least one year.
We expect settlement of long term incentives
to be in shares, with rationale provided for any awards settled in cash. Long term incentives should have a performance period of no
less than three years. In the UK we expect a further holding period of two years to be applied, and we encourage this in other markets.
We do not generally support restricted share
schemes or value creation plans. We will consider supporting the use of restricted share plans which have been structured consistent
with the guidelines of the Investment Association.
We expect appropriate malus and clawback provisions
to be applied to variable remuneration plans.
We expect shareholding guidelines to be adopted
for executive directors and encourage the adoption of post-departure shareholding guidelines.
We expect details of any use of discretion to
be disclosed and its use should be justifiable, appropriate and clearly explained. We would expect policies to be sufficiently robust
so that discretion is only necessary in exceptional circumstances. We do not generally support exceptional awards, and are particularly
sensitive to such awards being granted to reward a corporate transaction.
We expect executive service contracts to provide
for a maximum notice period of 12 months. We will consider local best practice provisions related to severance arrangements when voting.
Non-executive
fees should reflect the role’s level of responsibility and time
commitment. We do not support NED’s participation in option
or performance-related arrangements. However we do support the payment of fees in shares, particularly where conservation of cash is
an issue.
In
the UK our expectations of companies are aligned with the Investment Association’s
Principles of Remuneration.
Where significant changes to remuneration arrangements
are being considered, we would expect remuneration committees to consult with their largest shareholders prior to finalising any changes.
Where any increase to variable remuneration is proposed, we would expect this to be accompanied by a demonstrable increase in the stretch
of the targets. Furthermore we expect any increases to remuneration to be subject to shareholder approval.
In response to the issues arising from the cost
of living crisis being experienced by many people in the UK, we expect companies to focus any additional help towards those members of
the workforce who need it most. We expect Remuneration Committees to take into account factors arising from the cost of living crisis
when deliberating over executive pay outcomes. We would be concerned by reputational issues arising from decisions made in these unusual
circumstances and may make this a factor in our voting decisions at relevant AGMs.
In
line with the expectations set out above we will generally vote against the appropriate resolution(s) where:
· | 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.
Share Issuance
We will consider capital raises which are proposed for a specific
purpose on a case by case basis but recognise that it can be beneficial for companies to have some general flexibility to issue
shares to raise capital. However we expect issuances to be limited to the needs of the business and companies should not issue
significant portions of shares unless offering these on a pro-rata basis to existing shareholders to protect against inappropriate
dilution of investments.
· | Where
a company seeks a general authority to issue shares we generally expect this to be limited
to 25% of the company’s
share capital for pre- emptive issuances. In the UK we are aligned with the guidance of the
Investment Association Share Capital Management Guidelines. |
· | Where
a company seeks a general authority to issue shares we generally expect this to be limited
to 10% of the company’s
share capital for non-pre-emptive issuances. In the UK we are aligned with the guidance of
the Investment Association Share Capital Management Guidelines and those of the Pre-Emption
Group. |
· | We
will not generally support share issuances at investment trusts unless there is a commitment
that shares would only be issued at a price at or above net asset value. |
When considering
our votes we will, however, take account of the company’s circumstances
and any further detail regarding proposed capital issuance authorities prior to voting.
Following
changes to the UK’s Pre-Emption Group Guidelines in November 2022,
which reflect an increase on previous limits, we will hold the Chair of the company accountable for any perceived misuse of the
increased flexibility through a vote against their re-election.
Buyback
We recognise that share buybacks can be a flexible means of returning
cash to shareholders.
· | We
will generally support buyback authorities of up to 10% of the issued share capital. |
Related Party Transactions
The
nature of relations – particularly any related party
transactions (RPTs) – with parent or related companies, or
other major investors, must be disclosed fully. Related party transactions must be agreed on arm’s
length terms and be made fully transparent. Where they are material, they should be subject to the approval of independent
shareholders.
· | We
will vote against RPTs where there is insufficient transparency of the nature of the transaction,
the rationale, the terms or the views and assessment of directors and advisors. |
Article/Bylaw amendments
While it is standard to see proposals
from companies to amend their articles of association or bylaws, we will review these on a case by case basis. When doing so we expect
full transparency of the proposed changes to be disclosed.
· |
We will vote against amendments which will reduce shareholder rights. |
Anti-Takeover Defences
There should be no artificial structures
put in place to entrench management and protect companies from takeover. The best defence from hostile takeover is strong operational
delivery.
· |
We will generally vote against anti-takeover/‘poison pill’ proposals. |
Voting Rights
We are strong supporters of the principle of ‘one
share, one vote’ and therefore favour equal voting rights for all shareholders.
· |
We will generally vote against proposals which seek to introduce or continue capital structures with multiple voting rights. |
· |
We will consider voting against proposals to raise new capital at companies with multiple share classes and voting rights. |
General Meetings
Shareholder meetings provide an important opportunity
to hold boards to account not only through voting on the proposed resolutions but also by enabling investors the opportunity to raise
questions, express views and emphasise concerns to the entire board. We may make a statement at a company’s AGM as a means of escalation
to reinforce our views to a company’s board.
We welcome the opportunity to attend meetings virtually, being of the view that this
can increase participation given obstacles such as location or meeting concentration. However we are not supportive of companies adopting
virtual-only meetings as we believe this format reduces accountability. Our preference is for a hybrid meeting format to balance the flexibility
of remote attendance with the accountability of an in-person meeting.
· |
We will generally support resolutions seeking approval to shorten the EGM notice period to minimum 14 days, unless we have concerns regarding previous inappropriate use of this flexibility. |
· |
We will generally support proposals to enable virtual meetings to take place as long as there is confirmation that the format will be hybrid, with physical meetings continuing to take place (unless prohibited by law). We expect virtual attendees to have the same rights to speak and raise questions as those attending in-person. |
As part of strategic planning, boards need to have oversight of,
and clearly articulate, the key opportunities and risks affecting the sustainability of the business model. This includes having a process
for, and transparent disclosure of, potential and emerging opportunities and risks and the actions being taken to address them.
The
effective management of risks extends to long-term issues that are hard to measure and whose timeframe is uncertain and will include the
management of environmental and social issues. We use the UN Global Compact’s four areas of focus in assessing how companies are
performing in this area.
Specifically we expect companies to be able to demonstrate how they manage their exposures under the following
headings.
The Environment
It is generally accepted that companies are responsible for the effects of their operations and products
on the environment. The steps they take to assess and reduce those impacts can lead to cost savings and reduce potential reputational
damage. Companies are responsible for their impact on the climate and they face increased regulation from world governments on activities
that contribute to climate change.
We expect that companies will
· |
Identify, manage and reduce their environmental impacts. |
· |
Understand the impact of climate change along the company value chain. |
· |
Develop group-level climate policies and, where relevant, set targets to manage the impact, report on policies, practices and actions taken to reduce carbon and other environmental risks within their operations. |
· |
Comply with all environmental laws and regulations, or recognised international best practice as a minimum. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to the environment we will consider taking voting action on an appropriate resolution.
We will use the indicators
within the Carbon Disclosure Project to identify companies which are not fulfilling their climate commitments. Where appropriate we will
take voting action to encourage better practice among companies which we deem to be laggards.
Labour and employment
Companies that
respect internationally recognised labour rights and provide safe and healthy working environments for employees are likely to reap the
benefits. This approach is likely to foster a more committed and productive workforce, and help reduce damage to reputation and a company’s
license to operate. We expect companies to comply with all employment laws and regulations and adopt practices in line with the International
Labour Organization’s core labour standards. a minimum.
In particular, companies will:
· |
Take affirmative steps to ensure that they uphold decent labour standards. |
· |
Adopt strong health and safety policies and programmes to implement such policies. |
· |
Adopt equal employment opportunity and diversity policies and a programme for ensuring compliance with such policies. |
· |
Adopt policies and programmes for investing in employee training and development. |
· |
Adopt initiatives to attract and retain talented employees, foster higher productivity and quality, and encourage in their workforce a commitment to achieving the company’s purpose. |
· |
Ensure policies are in place for a company’s suppliers that promote decent labour standards, and programmes are in place to ensure high standards of labour along supply chains. |
· |
Report regularly on its policy and implementation of managing human capital. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to labour and employment we will consider taking voting action on an appropriate resolution.
Human rights
We recognise the impact that human-rights issues can have on our investments and the role we can play in stimulating progress. We draw
upon a number of international, legal and voluntary agreements for guidance on human-rights responsibilities and compliance. Our primary
sources are the International Bill of Rights and the core conventions of the International Labour Organisation (ILO), which form the list
of internationally agreed human rights, and the UN Guiding Principles on Business and Human Rights (UNGPs), which clarifies the roles
of states and businesses. We encourage companies to use the UNGPs Reporting Framework and encourage disclosure in line with this guidance.
We expect companies to:
· |
Continually work to understand their actual and potential impacts on human rights. |
· |
Establish systems that actively ensure respect for human rights. |
· |
Take appropriate action to remedy any infringements on human rights. |
Where we have serious concerns regarding a board’s actions, or
inaction, in relation to human rights we will consider taking voting action on an appropriate resolution.
Business ethics
As institutions
of wealth and influence, companies have a significant impact on the prosperity of their local communities and the wider world. Having
a robust code of ethics and ensuring professional conduct mean companies operate more effectively, particularly when it comes to ethical
principles governing decision- making. A company’s failure to conform to internationally recognised standards of business ethics
on matters such as bribery and corruption, can increase its risk of facing investigation, litigation and fines. This could undermine its
license to operate, and affect its reputation and image.
We expect companies to have policies in place to support the following:
· |
Ethics at the heart of the organisation’s governance. |
· |
A zero-tolerance policy on bribery and corruption.. How people are rewarded, as pay can influence behaviour. |
· |
Respect for human rights. |
· |
Ethical training for employees. |
Where we have serious concerns regarding a board’s actions, or
inaction, related to business ethics we will consider taking voting action on an appropriate resolution.
We will review any resolution
at company meetings which ISS has identified as covering environmental and social factors.
The following will detail our overarching approach
and expectations.
Our approach to vote analysis is consistent across active and quantitative investment strategies
Review the
resolution, proponent and board statements, existing disclosures, and external research.
Engage with the company, proponents, and
other stakeholders as required.
Involve thematic experts, regional specialists, and investment analysts in decision-making to harness
a wide range of expertise and include all material factors in our analysis.
Ensure consistency by using our own in-house guidance
to frame case-by-case analysis.
Monitor the outcomes of votes.
Follow-up with on-going engagement as required.
Given the
nature of the topics covered by these resolutions we do not apply binary voting policies. We adopt a nuanced approach to our voting research
and outcomes and will consider the specific circumstances of the company concerned. Our objective is not to vote in favour of all shareholder
resolutions but to determine the best outcome for the company in the context of the best outcome for our clients. There are instances
where we are supportive of the spirit of a resolution however there may be a reason which prevents our support for the proposal. For example,
where the purpose of the resolution is unclear, where the wording is overly prescriptive, when suggested implementation is overly burdensome
or where the proposal strays too closely to the board’s responsibility for setting the company’s strategy.
Management Proposals
We are supportive of the steps being taken by companies to provide transparent, detailed reporting of their ESG strategies and targets.
While shareholder proposals on environmental and social topics have been common on AGM agenda for several years, an increasing number
of companies are presenting management proposals, such as so called ‘say on climate’ votes, for shareholder approval. While
we welcome the intention of accountability behind these votes, we have reservations about the potential for them to limit the scope for
subsequent investor challenge and diminish the direct responsibility and accountability of the board and individual directors. We believe
it is the role of the board and the executive to develop and apply strategy, including ESG strategies, and we will continue to use existing
voting items to hold boards to account on the implementation of these strategies. As active investors we also regularly engage with investee
companies on ESG topics and find this dialogue to be the best opportunity to provide feedback.
We will review the appropriateness of ‘say
on climate’ votes and consider if other voting mechanisms should be applied to ensure both Boards and Executives apply the appropriate
rigour to initiate and deliver strategies to support the climate transition.
Shareholder Proposals
The number of resolutions focused
on environmental and social (E&S) issues filed by shareholders continues to grow rapidly. The following provides an overview of some
of the factors we consider when assessing the most prevalent themes for shareholder proposals.
Climate Change
We are members of
the Net Zero Asset Manager Initiatives and this is reflected in our Active Ownership approach. We encourage the companies in which we
invest to demonstrate a robust methodology underpinning Paris aligned goals and targets and are supportive of resolutions that will help
companies to achieve this. Once a credible climate strategy is in place, we prioritise evidence of implementation over requests to re-draft
strategies and targets after only a year or two.
A growing number of resolutions call on companies to increase the transparency of their
reporting on climate- related lobbying. These proposals typically encompass direct lobbying undertaken by the company and indirect lobbying
undertaken by trade associations and other organisations of which it is a member or supporter. Lobbying contrary to the objectives of
the Paris Agreement is effective in creating climate policy inertia and impeding the transition to net zero economies.
We do not evaluate
resolutions in isolation. Our approach recognises the links between corporate governance, strategy and climate approach. Where a company’s
operational response to climate change is inadequate, the effectiveness of board oversight and corporate governance may also be called
into question.
We expect and encourage companies to:
· |
Demonstrate that a robust methodology underpins Paris aligned, net zero goals and targets. |
· |
Set targets for absolute emission reduction, not just carbon intensity, to show a clear pathway to net zero. |
· |
Report in alignment with the TCFD framework. |
· |
Link targets to remuneration and ensure they are reflected in capital expenditure and R&D plans. |
· |
Carefully manage climate-related lobbying by ensuring appropriate oversight, transparent disclosure of activities, and alignment of activities with the company’s strategy and publicly stated positions. |
Diversity & Inclusion
Diversity & Inclusion
(D&I) is an important and growing theme for shareholder resolutions. In recent years resolutions have focussed on racial equity audits,
pay gap reporting, transparent disclosure of D&I metrics and assessments of the efficacy of D&I programmes.
A racial equity audit
is an independent analysis of a company’s business practices designed to identify practices that may have a discriminatory effect.
We are supportive of racial equity audits in relation to internal and external D&I programmes. It is appropriate that these programmes
should have KPIs and audit mechanisms in place to measure and evaluate outcomes. Some proposals request racial equity audits of provision
of services. We are aware that measuring provision of service is challenging and gathering racial data on customers can be difficult and
inappropriate. There are also multiple different factors that can influence service provision and which could be misconstrued as being
racially motivated. We will however, support resolutions which are not unduly prescriptive and allow companies to carry out audits within
a reasonable timeframe, at a reasonable cost, and excluding confidential or proprietary information.
We consider standardised gender pay
gap disclosure to be an important tool for assessing how companies are addressing gender inequality. Reporting on gender pay gaps across
global operations can help companies to remain ahead of the regulatory curve. It also enables them to offer better opportunities and remuneration
for women around the world. We are therefore supportive of resolutions which are likely to deliver these benefits. Proposals must be carefully
drafted to achieve these outcomes. For instance, in the past we have been unable to support resolutions which called for global median
gender and racial pay gap reporting as it was unclear how this would reveal potential pay disparities at a local level and how it could
be implemented by companies with operations in jurisdictions where collection of racial identity data is illegal.
In the US market we
support public disclosure of EEO-1 forms by companies. The EEO-1 form details a comprehensive breakdown of workforce by race and gender
according to ten employment categories. The form is submitted privately to the US Equal Employment Opportunity Commission on an annual
basis. When publicly disclosed, it offers investors and other stakeholders data in a standardised and comparable form. We have used our
engagement programme to ask the companies in which we invest to disclose this form for their US operations while making it central to
our D&I voting approach and supporting resolutions that request it.
Human rights
As a supporter of the UN Guiding Principles
on Business and Human Rights (UNGPs), we expect companies to demonstrate how human rights due diligence is conducted across operations,
services, product use and the supply chain. Companies can have a significant impact on human rights directly through operations and provision
of services, and indirectly through product use and the supply chain. In recent years the sale and end-use of controversial technologies,
such as facial recognition software, has emerged as a prominent theme.
We expect and encourage companies to:
· |
Have robust due diligence processes to assess the actual and potential human rights impacts of their operations, services, product use and supply chain. |
· |
Conduct customer and supplier vetting processes commensurate with the risk of human rights abuse. |
· |
Publicly disclose information about the operation of these processes and utilise the UNGPs’ Reporting Framework. This will improve the standard and consistency of human rights reporting and enable more informed investment decision making. |
Corporate Lobbying & Political Contributions
Corporate
lobbying and political contributions are a recurrent theme of shareholder resolutions, particularly in the US. These proposals typically
encompass direct lobbying undertaken by the company and indirect lobbying undertaken by trade associations and other organisations of
which it is a member or supporter. Proposals may also request the disclosure of more information regarding the process and rationale for
political contributions. We expect companies to make transparent, consolidated disclosures of direct and indirect lobbying and political
expenditure. This disclosure should be underpinned by a coherent policy that: explains public policy priorities and the rationale for
associated expenditure, identifies the management positions responsible for public policy engagement, and provides appropriate mechanisms
for board oversight. These measures should mitigate the risks associated with corporate lobbying and political contributions, protecting
the interest of shareholders and other stakeholders.
Nuclear Energy
In the Japanese market nuclear energy is a recurrent theme
of shareholder resolutions. The Japanese government is seeking to reduce the nation’s reliance on coal and its energy strategy presents
safe nuclear power generation as an important source of base-load power. In this context, resolutions which seek to limit or cease the
nuclear operations of an individual company do not appear to be in the best interests of shareholders and other stakeholders. The health &
safety risks associated with nuclear energy are high, must be managed carefully across the industry, and are an important consideration
in our voting.
Important Information
This document is strictly for information purposes only and should not be considered as an
offer, investment recommendation, or solicitation, to deal in any of the investments or funds mentioned herein and does not constitute
investment research. abrdn does not warrant the accuracy, adequacy or completeness of the information and materials contained in this
document and expressly disclaims liability for errors or omissions in such information and materials.
Any research or analysis used in
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thus obtained are made available only coincidentally and the information is not guaranteed as to its accuracy. Some of the information
in this document may contain projections or other forward looking statements regarding future events or future financial performance of
countries, markets or companies. These statements are only predictions and actual events or results may differ materially. The reader
must make their own assessment of the relevance, accuracy and adequacy of the information contained in this document and make such independent
investigations, as they may consider necessary or appropriate for the purpose of such assessment. This material serves to provide general
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to any information in this document at any time, without notice. This material is not to be reproduced in whole or in part without the
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Applying ESG and sustainability criteria in the investment process may result in the exclusion of securities
within the universe of potential investments. The interpretation of ESG and sustainability criteria is subjective meaning that products
may invest in companies which similar products do not (and thus perform differently) and which do not align with the personal views of
any individual investor. Furthermore, the lack of common or harmonized definitions and labels regarding ESG and sustainability criteria
may result in different approaches by managers when integrating ESG and sustainability criteria into investment decisions. This means
that it may be difficult to compare strategies within ostensibly similar objectives and that these strategies will employ different security
selection and exclusion criteria. Consequently, the performance profile of otherwise similar vehicles may deviate more substantially than
might otherwise be expected. Additionally, in the absence of common or harmonized definitions and labels, a degree of subjectivity is
required and this will mean that a product may invest in a security that another manager or an investor would not.
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