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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811-22016 |
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| Exact name of registrant as specified in charter: |
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abrdn Global Premier Properties 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 Premier Properties Fund (AWP)
Annual Report
October 31, 2023
Letter to Shareholders (unaudited)
Dear Shareholder,
We present the Annual Report,
which covers the activities of abrdn Global Premier Properties Fund (the “Fund”), for the fiscal year ended October 31, 2023. The Fund’s investment objective is to seek high current income and
capital appreciation.
Total Investment Return1
For the fiscal year ended
October 31, 2023, the total return to shareholders of the Fund based on the net asset value (“NAV”) and market price of the Fund, respectively, compared to the Fund’s benchmark is as follows:
| NAV2,3
| -4.86%
|
| Market Price2
| -6.58%
|
| FTSE EPRA Nareit Global Real Estate Index (Net Total Return) 4
| -5.09%
|
For more information about
Fund performance, please visit the Fund on the web at www.abrdnawp.com. Here, you can view quarterly commentary on the Fund's performance, monthly fact sheets, distribution and performance information, and other Fund
literature.
NAV, Market Price and
Premium(+)/Discount(-)
The below table represents
comparison from current fiscal year end to prior fiscal year end of market price to NAV and associated Premium(+) and Discount(-).
|
|
|
|
|
|
| NAV
| Closing
Market
Price
| Premium(+)/
Discount(-)
|
| 10/31/2023
| $3.57
| $3.29
| -7.84%
|
| 10/31/2022
| $4.23
| $3.97
| -6.15%
|
During the fiscal year ended
October 31, 2023, the Fund’s NAV traded within a range of $3.48 to $4.87 and the Fund’s market price traded within a range of $3.14 to $4.57. During the fiscal year ended October 31, 2023, the Fund’s
shares traded within a range of a premium(+)/discount(-) of -0.25% to -10.29%.
Distribution Policy
Distributions to common
shareholders for the fiscal year ended October 31, 2023 totaled $0.48 per share. Based on the market price of $3.29 on October 31, 2023, the distribution rate over the twelve month period ended October 31, 2023 was
14.59%. Based on the NAV of $3.57 on October 31, 2023, the distribution rate for the fiscal year ended October 31, 2023 was 13.45%. 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, the Fund announced that it will pay on November 30, 2023 and January 10, 2024, respectively, a distribution of $0.04 per share to all shareholders of record as of November 22, 2023 and December 29,
2023, respectively.
The Fund’s 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 Board of Trustees of the Fund’s (the “Board”) quarterly meetings, unless market conditions require an earlier evaluation.
Loan Facility and Use of Leverage
The Fund is permitted to
borrow for investment purposes as may be permitted by the Investment Company Act of 1940 (the "1940 Act") or any rule, order or interpretation thereunder. This allows the Fund to borrow for investment purposes in the
amount up to 33 1/3% of the Fund’s total assets. The Fund has entered into a lending agreement with BNP Paribas Prime Brokerage International Ltd. (“BNPP PB”) which allows the Fund to borrow on an
uncommitted and secured basis up to $175 million. The Fund’s outstanding balance as of October 31, 2023 was $79,810,025. See Notes to Financial Statements for further information.
Unclaimed Share Accounts
Please be advised that
abandoned or unclaimed property laws for certain states require financial organizations to transfer (escheat) unclaimed property (including Fund shares) to the state. Each state has its own definition of unclaimed
property, and Fund shares could
{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 Fund’s 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 FTSE EPRA Nareit Global Real Estate Index (Net Total Return) is a total return index that is designed to represent general trends in eligible real estate equities worldwide. The Index is calculated
net of withholding taxes to which the Fund is 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.
|
| abrdn Global Premier Properties Fund
| 1
|
Letter to Shareholders (unaudited) (concluded)
be considered “unclaimed
property” due to account inactivity (e.g., no owner-generated activity for a certain period), returned mail (e.g., when mail sent to a shareholder is returned to the Fund's transfer agent as
undeliverable), or a combination of both. If your Fund shares are categorized as unclaimed, your financial advisor or the Fund's transfer agent will follow the applicable state’s statutory requirements to
contact you, but if unsuccessful, laws may require that the shares be escheated to the appropriate state. If this happens, you will have to contact the state to recover your property, which may involve time and
expense. For more information on unclaimed property and how to maintain an active account, please contact your financial adviser or the Fund's transfer agent.
Open Market Repurchase Program
The Board approved an open
market repurchase and discount management policy (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase
determined at the discretion of the Fund's investment adviser. Such purchases may be made opportunistically at certain discounts to NAV per share in the reasonable judgment of management based on historical discount
levels and current market conditions. If shares are repurchased, the Fund reports repurchase activity on its website on a monthly basis. For the fiscal year ended October 31, 2023, the Fund did not repurchase any
shares through the Program.
On a quarterly basis, the
Board will receive information on any transactions made pursuant to this policy during the prior quarter and if shares are repurchased management will post the number of shares repurchased on the Fund's website
on a monthly basis. Under the terms of the Program, the Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12 month period.
Portfolio Holdings Disclosure
The Fund's complete schedule
of portfolio holdings for the second and fourth quarters of each fiscal year are included in the Fund's semi-annual and annual reports to shareholders. The Fund files its complete schedule of portfolio holdings with
the 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 Fund makes the information available to shareholders upon request and without charge by calling Investor Relations toll-free at 1-800-522-5465.
Proxy Voting
A description of the policies
and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to
portfolio securities during the most recent
12 month period ended June 30 is available by August 31 of the relevant year: (1) upon request without charge by calling Investor Relations toll-free at 1-800-522-5465; and (2) on the SEC’s website at
http://www.sec.gov.
Investor Relations Information
As part of abrdn’s
commitment to shareholders, we invite you to visit the Fund on the web at www.abrdnawp.com. Here, you can view monthly fact sheets, quarterly commentary, distribution and performance information, and other Fund
literature.
Enroll in abrdn’s email
services and be among the first to receive the latest closed-end fund news, announcements, videos, and other information. In addition, you can receive electronic versions of important Fund documents, including annual
reports, semi-annual reports, prospectuses and proxy statements. Sign up today at https://www.abrdn.com/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.
| 2
| abrdn Global Premier Properties Fund
|
Report of the Investment Adviser (unaudited)
Market Review
The past 12 months were
volatile for the listed real estate sector as macroeconomic factors overwhelmed underlying real estate fundamentals as a driver of performance. The key themes during the period included high inflation and interest
rates, the risk of an energy crisis in Europe, and concerns of a banking sector crisis following the collapse of a few regional banks in the U.S. As the review period progressed, economic data generally was better
than feared, although the risk of a global recession remained. That said, central banks remained vigilant in their fight against inflation and indicated that while there will likely be fewer interest rate hikes going
forward, interest rates will likely remain higher for a prolonged period, thereby increasing return hurdles1 to justify the higher cost of capital2 many companies are dealing with.
Rising interest rates led to
increased concerns about real estate asset values, particularly for lower-yielding assets, which would be more susceptible to changes in the interest rate environment. However, in many cases, these sectors also
offered the best operating characteristics, driving rental rate growth that could help to offset some of these pressures. The higher interest rate environment and uncertain impact it would have on economic growth, and
therefore demand for space, coupled with tighter lending standards for real estate by a number of banks looking to reduce their risk profiles, negatively affected the transaction markets, making it more difficult to
ascertain underlying real estate values. That said, these uncertainties also served to limit new development and kept supply pressures at bay, which could become a positive for rental growth outlooks once the economy
starts to rebound. Nonetheless, with the exception of the office sector, leasing activity remained relatively strong and despite concerns about a potential recession, landlords still passed through rent increases in
most markets.
In the Americas, the U.S.
real estate investment trust (REIT)3 market underperformed the global benchmark, the FTSE EPRA Nareit Global Real Estate Index, amid shifting sentiment around interest rates and the
U.S. Federal Reserve (Fed) recently stating that interest rates would remain higher for longer. The Fed, based on its “dot plot”4 projections, indicated that rates would be roughly 50 basis points
higher in every time period, and that they
would also remain above 3.0% up to and during 2026. Investors inferred that the new nominal neutral rate5 was 3.0% versus the long-term expectation of 2.5%, leading to the subsequent sell-off in risk assets. Indeed, the 10-year Treasury yield in the U.S.
breached 5.0% on October 31, 2023. Not only were nominal interest rates on the rise, but with the sharp move, real rates6 closed above 2.0% on August 21, 2023 for the first time since March of 2009. Additionally, the sector faced increased scrutiny following the failure
of the regional banks earlier in the period. These failures led to an examination into the health of all regional banks and with it a reassessment of loan portfolios, particularly for commercial real estate,
exacerbating refinancing7 concerns for a number of landlords. In general, operating conditions have continued to moderate from the robust levels that we saw last year, where
numerous sectors were able to pass through double-digit rental rate growth.
European markets outperformed
the global benchmark over the period. During the first half of the review period, a mild winter, which helped to avert the looming energy crisis, and smaller-than-expected value declines in a number of markets drove
the performance. Additionally, more dovish commentary out of the European Central Bank led to hopes that the worst of asset value declines were behind the sector. More recently, the sector benefitted from a solid
mid-year set of results from most names and expectations that interest rates have potentially now peaked, benefited the sector. The relief trade particularly helped some of the more highly levered and more interest
rate sensitive names that had previously lagged.
In the Asia-Pacific region,
markets started the review period trading higher on optimism around the reopening in China. In early 2023, listed real estate saw a mixed performance with Singapore and Japan performing well, while Hong Kong and
Australia were weak. In Japan, markets gained confidence that Bank of Japan’s Governor Kazuo Ueda was unlikely to make disruptive changes to the interest rate or quantitative-easing8 regimes. Australian REITs were volatile with a rally in the sector, as yield expectations pulled back, which then reversed as labor markets remained
tight. Meanwhile, the Reserve Bank of Australia did not hike rates as expected and this resulted in a
{foots1}
| 1
| Hurdle rate is the rate at which an Investment Trust's assets have to grow to repay the redemption price.
|
{foots1}
| 2
| The minimum rate of return required on a project or investment to make it worthwhile. The calculation involves determining the cost of debt and the cost of equity.
|
{foots1}
| 3
| Real Estate Investment Trust is a form of indirect property investment. Distributions from REITs are made tax-free and are taxed according to the tax status of the shareholders.
|
{foots1}
| 4
| A
chart that the U.S. Federal Reserve uses to display its members' predictions for the future path of the Federal Funds Rate.
|
{foots1}
| 5
| An
interest rate where the economy is producing its maximum output and inflation is steady. Nominal interest rate is the interest rate including inflation.
|
{foots1}
| 6
| The interest rate adjusted for inflation. This is calculated by subtracting the inflation rate from the interest rate before the adjustment.
|
{foots1}
| 7
| The process of replacing existing debt with new debt.
|
{foots1}
| 8
| Increasing the supply of money in a national economy by buying government (or other) securities from the market in order to promote greater lending and increased liquidity.
|
| abrdn Global Premier Properties Fund
| 3
|
Report of the Investment Adviser (unaudited) (continued)
rally. During the second half of the period,
the sector was affected by the specter of rising interest rates and a return to a higher-for-longer narrative. Thus, the sentiment in the rate-sensitive markets of Australia and Singapore turned negative in the third
quarter of 2023. Hong Kong saw marked weakness in real estate prices and rents, mainly in residential and office, due to structural economic deterioration.
Rising interest rates became
yet another negative for asset values. Listed developers appeared to have echoed market concerns about a weak real estate market, with a few announcements of dividend cuts. Meanwhile, Japan was the clear outperformer
globally in the third quarter of 2023, returning low single digits on a local currency basis and flat returns on a currency-adjusted basis. The clear driver of its outperformance was the developers who benefited from
the overall narrative that Japan was becoming inflationary, and that this was supportive of asset values.
Performance Review
The abrdn Global Premier
Properties Fund returned -4.86% on a net asset value9 basis for the 12-month period ended October 31, 2023, versus the -5.09% return of its benchmark, the FTSE EPRA Nareit Global Real Estate Index (Net
Total Return). The unlevered NAV returned -3.2% for the 12-month period ended October 31, 2023, demonstrating that the leverage had a negative impact of -1.7% to fund performance over that timeframe.
Stock selection in the
Americas was the main driver of the Fund’s relative performance. Our overweight10 allocation to Latin America was also positive. Meanwhile, our exposure to Asia Pacific (excluding Japan) and Japan proved unfavorable while Europe
(excluding the U.K.) also weighed on performance.
In terms of sectors, our
holdings in industrials added to returns, in particular, the Mexican industrial property developer Vesta, which is tagged as a direct beneficiary of nearshoring trends. Prologis was also favorable. Following a weak
relative performance in 2022 on fears that higher interest rates would negatively impact valuations, it achieved a double-digit total return to start 2023, aided by better-than-expected earnings guidance, continued
strong market rent growth, and indications that asset prices were maintaining their values.
The healthcare sector also
contributed to the Fund’s relative performance. The skilled nursing and senior housing REITs sub-sectors outperformed as occupancies continued to recover from the pandemic lows. Improving tenant health for
skilled nursing REITs and
outsized rental and net operating
income11 growth for senior housing landlords also underpinned the sector. As a result, Welltower and Sabra Health Care posted gains. Meanwhile, our lack of
exposure to diversified healthcare REIT Healthpeak Properties proved beneficial as it underperformed following concerns that life science tenants were experiencing funding difficulties in the wake of the regional
banking crisis. Medical Properties Trust also underperformed as concerns around tenant health continue to plague the company, so our lack of exposure benefited the Fund.
Conversely, stock selection
and an underweight12 allocation to the retail sector weighed on the Fund’s performance. Within the retail sector, our overweight position in triple net lease REIT
Realty Income Corporation was negative amid the high interest rate environment. Elsewhere, the overweight position in multi-family residential REIT UDR underperformed after the company reported weaker-than-expected
second-quarter results.
In key portfolio activity for
the review period, the Fund purchased Equinix and Digital Realty where we see demand trends starting to show signs of improvement and the potential demand opportunity that exists from the growth of artificial
intelligence computing. We also increased our position in Omega Healthcare due to increased confidence about the health of skilled nursing operators. Additionally, the Fund increased its exposure to the single family
rental sector by reinitiating a position in Invitation Homes, as we believe the lack of housing affordability due to rising interest rates could drive more families into the rental housing market as they outgrow
traditional apartment space. Lastly, the Fund initiated a position in Hudson Pacific Properties, due to increased conviction.
These purchases were funded
by reducing exposure to the apartment sector, exiting the position in Equity Residential and UDR, due to concerns about supply pressures, particularly in the sunbelt markets. The Fund also reduced positions in
industrial REIT Prologis due to the prospect for slowing near-term rental growth after several years of strong performance. We also lowered exposure to the cell tower sector, where we exited SBA Communications and
reduced our holdings in American Tower. While we think the long-term prospects for the cell tower sector remain positive, we believe that the lower capital expenditure spending by the carriers—reflecting the
timing of their fifth generation (5G) deployments and the lack of a major consumer-facing product that drives a faster rollout of 5G capabilities—could negatively affect the sector. Lastly, later in the
{foots1}
| 9
| 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}
| 10
| A portfolio holding an excess amount of a particular security (or sector or region) compared to the security’s weight in the benchmark portfolio.
|
{foots1}
| 11
| Net operating income is a commonly used figure to assess the profitability of a property. The calculation involves subtracting all operating expenses on the property from all the revenue generated from the property.
|
{foots1}
| 12
| A portfolio holding less of a particular security (or sector or region) than the security’s weight in the benchmark portfolio.
|
| 4
| abrdn Global Premier Properties Fund
|
Report of the Investment Adviser (unaudited) (concluded)
period, the Fund reduced its exposure to the
storage sector by exiting its position in Extra Space, due to concerns about slowing rental growth.
The Fund’s monthly
distribution reflects the Fund’s its current policy to provide shareholders with a relatively stable cash flow per share. This policy did not have a material effect on the Fund’s investment strategy over
the reporting period. During the 12-month period ended October 31, 2023, the distributions comprised of dividends and a return of capital.
Outlook
We believe that the
underlying real estate operating fundamentals remain relatively healthy. While demand has cooled modestly due to heightened economic uncertainty, limited new supply, and record low vacancies for many sectors are
expected to generate positive rental rate growth into 2024. Despite this, real estate investors continue to focus on the impact of higher interest rates on share prices and valuation. In the near term, we believe that
the volatility in the fixed income market and rate pressures may weigh on REITs' performance.
We believe that the stronger
balance sheets and limited near-term debt maturities would provide a relative cushion to REITs’ earnings. We continue to believe that active portfolio management focused on sectors with strong underlying supply
and demand fundamentals, high-quality assets, and healthy balance sheets could drive outperformance in the coming months.
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. Because the Fund concentrates its investments in the real estate industry, the portfolio may experience more volatility and be exposed to greater risk than the portfolios of many other mutual funds.
Risks associated with investment in securities of companies in the real estate industry may include: declines in the value of real estate; overbuilding and increased competition; increases in property taxes and
operating expenses; changes in zoning laws; casualty or condemnation losses; variations in rental income; neighborhood values; changes in interest rates; and changes in economic conditions.
abrdn Investments Limited
| abrdn Global Premier Properties Fund
| 5
|
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.
|
| 1 Year
| 3 Years
| 5 Years
| 10 Years
|
| Net Asset Value (NAV)
| -4.86%
| -3.05%
| -1.27%
| 1.28%
|
| Market Price
| -6.58%
| 0.24%
| -0.27%
| 1.36%
|
| FTSE EPRA Nareit Global Real Estate Index (Net Total Return)
| -5.09%
| -0.95%
| -1.84%
| 0.97%
|
Performance of a $10,000
Investment (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.
The Fund changed its investment
objective and principal investment strategies effective May 27, 2020. Performance information for periods prior to May 27, 2020 does not reflect the current investment objective and principal investment strategies.
abrdn Investments Limited (the
"Adviser") and abrdn Inc. assumed responsibility for the management of the Fund as investment adviser and sub-adviser, respectively, 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.abrdnawp.com or by calling 800-522-5465.
| 6
| abrdn Global Premier Properties Fund
|
Total Investment Return (unaudited) (concluded)
The net operating expense
ratio excluding fee waivers based on the fiscal year ended October 31, 2023 was 2.48%. The net operating expense ratio net of fee waivers based on the fiscal year ended October 31, 2023 was 2.22%. 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 Premier Properties Fund
| 7
|
Portfolio Composition (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”) Sub-Industries.
| Sub-Industries
|
|
| Industrial REITs
| 20.5%
|
| Retail REITs
| 13.1%
|
| Data Center REITs
| 13.1%
|
| Health Care REITs
| 12.5%
|
| Multi-Family Residential REITs
| 11.0%
|
| Real Estate Operating Companies
| 9.6%
|
| Office REITs
| 8.8%
|
| Single-Family Residential REITs
| 6.2%
|
| Diversified Real Estate Activities
| 5.8%
|
| Self Storage REITs
| 5.1%
|
| Other Specialized REITs
| 5.0%
|
| Diversified REITs
| 5.0%
|
| Hotel & Resort REITs
| 4.0%
|
| Real Estate Development
| 2.6%
|
| Other, less than 2% each
| 2.2%
|
| Short-Term Investment
| 1.1%
|
| Liabilities in Excess of Other Assets
| (25.6%)
|
|
| 100.0%
|
The following chart summarizes
the composition of the Fund’s portfolio by geographic classification.
| Countries
|
|
| United States
| 78.0%
|
| Japan
| 13.7%
|
| Singapore
| 4.5%
|
| United Kingdom
| 4.5%
|
| Mexico
| 4.5%
|
| Australia
| 3.1%
|
| Hong Kong
| 2.7%
|
| Germany
| 2.7%
|
| France
| 2.6%
|
| Canada
| 2.5%
|
| Belgium
| 2.2%
|
| Other, less than 2% each
| 3.5%
|
| Short-Term Investment
| 1.1%
|
| Liabilities in Excess of Other Assets
| (25.6%)
|
|
| 100.0%
|
The following were the
Fund’s top ten holdings as of October 31, 2023 :
| Top Ten Holdings
|
|
| Prologis, Inc., REIT
| 9.2%
|
| Equinix, Inc., REIT
| 7.1%
|
| Digital Realty Trust, Inc., REIT
| 6.0%
|
| Welltower, Inc., REIT
| 5.7%
|
| Public Storage, REIT
| 4.5%
|
| Realty Income Corp., REIT
| 4.2%
|
| AvalonBay Communities, Inc., REIT
| 4.0%
|
| Equity LifeStyle Properties, Inc., REIT
| 3.7%
|
| VICI Properties, Inc., REIT
| 3.0%
|
| Mitsui Fudosan Co. Ltd., REIT
| 2.7%
|
| 8
| abrdn Global Premier Properties Fund
|
Portfolio of Investments
As of October 31, 2023
|
|
| Shares
| Value
|
| COMMON STOCKS—124.3%
|
|
| AUSTRALIA—3.1%
|
| Diversified REITs—1.7%
|
|
|
|
| Mirvac Group, REIT
|
| 4,425,954
| $ 5,135,228
|
| Multi-Family Residential REITs—0.5%
|
|
|
|
| Ingenia Communities Group
|
| 614,822
| 1,530,281
|
| Retail REITs—0.3%
|
|
|
|
| Scentre Group, REIT
|
| 681,961
| 1,056,488
|
| Self Storage REITs—0.6%
|
|
|
|
| National Storage REIT
|
| 1,318,749
| 1,681,383
|
| Total Australia
|
| 9,403,380
|
| BELGIUM—2.2%
|
| Health Care REITs—1.5%
|
|
|
|
| Aedifica SA, REIT
|
| 85,813
| 4,681,575
|
| Industrial REITs—0.7%
|
|
|
|
| Warehouses De Pauw CVA, REIT
|
| 81,837
| 2,024,852
|
| Total Belgium
|
| 6,706,427
|
| CANADA—2.5%
|
| Multi-Family Residential REITs—1.0%
|
|
|
|
| Canadian Apartment Properties REIT
|
| 103,559
| 3,048,335
|
| Retail REITs—1.5%
|
|
|
|
| SmartCentres Real Estate Investment Trust, REIT
|
| 289,816
| 4,491,181
|
| Total Canada
|
| 7,539,516
|
| FINLAND—0.4%
|
| Real Estate Operating Companies—0.4%
|
|
|
|
| Kojamo Oyj
|
| 139,929
| 1,195,390
|
| FRANCE—2.6%
|
| Diversified REITs—0.5%
|
|
|
|
| ICADE, REIT
|
| 46,408
| 1,516,394
|
| Office REITs—1.3%
|
|
|
|
| Covivio SA, REIT
|
| 39,045
| 1,673,249
|
| Gecina SA, REIT
|
| 25,193
| 2,473,722
|
|
|
|
| 4,146,971
|
| Retail REITs—0.8%
|
|
|
|
| Unibail-Rodamco-Westfield, REIT(a)
|
| 47,493
| 2,353,239
|
| Total France
|
| 8,016,604
|
| GERMANY—2.7%
|
| Real Estate Development—0.6%
|
|
|
|
| Instone Real Estate Group SE(b)
|
| 332,743
| 1,898,998
|
| Real Estate Operating Companies—2.1%
|
|
|
|
| TAG Immobilien AG(a)
|
| 173,115
| 1,892,838
|
| Vonovia SE
|
| 191,471
| 4,408,061
|
|
|
|
| 6,300,899
|
| Total Germany
|
| 8,199,897
|
| HONG KONG—2.7%
|
| Real Estate Development—2.0%
|
|
|
|
| CK Asset Holdings Ltd.
|
| 1,243,500
| 6,215,416
|
| Real Estate Operating Companies—0.7%
|
|
|
|
| Swire Properties Ltd.
|
| 1,085,800
| 2,102,332
|
| Total Hong Kong
|
| 8,317,748
|
| JAPAN—13.7%
|
| Diversified Real Estate Activities—5.8%
|
|
|
|
| Mitsui Fudosan Co. Ltd.
|
| 381,200
| 8,262,456
|
|
|
| Shares
| Value
|
|
|
|
|
|
| Sumitomo Realty & Development Co. Ltd.
|
| 122,700
| $ 3,079,025
|
| Tokyu Fudosan Holdings Corp.
|
| 1,095,400
| 6,382,153
|
|
|
|
| 17,723,634
|
| Diversified REITs—1.9%
|
|
|
|
| Canadian Solar Infrastructure Fund, Inc., UNIT
|
| 5,733
| 4,531,492
|
| Daiwa House REIT Investment Corp.
|
| 771
| 1,364,475
|
|
|
|
| 5,895,967
|
| Hotel & Resort REITs—1.1%
|
|
|
|
| Invincible Investment Corp.
|
| 6,802
| 2,616,051
|
| Japan Hotel REIT Investment Corp.
|
| 1,913
| 869,714
|
|
|
|
| 3,485,765
|
| Industrial REITs—0.8%
|
|
|
|
| Nippon Prologis REIT, Inc.
|
| 1,316
| 2,341,658
|
| Multi-Family Residential REITs—1.1%
|
|
|
|
| Comforia Residential REIT, Inc.
|
| 794
| 1,685,074
|
| Daiwa Securities Living Investments Corp., REIT
|
| 2,044
| 1,511,352
|
|
|
|
| 3,196,426
|
| Office REITs—3.0%
|
|
|
|
| Kenedix Office Investment Corp., REIT
|
| 3,184
| 3,320,874
|
| Nippon Building Fund, Inc., REIT
|
| 1,046
| 4,202,759
|
| Orix JREIT, Inc.
|
| 1,360
| 1,562,996
|
|
|
|
| 9,086,629
|
| Total Japan
|
| 41,730,079
|
| MEXICO—4.5%
|
| Industrial REITs—2.3%
|
|
|
|
| Prologis Property Mexico SA de CV
|
| 1,411,618
| 5,068,170
|
| TF Administradora Industrial S de Real de CV
|
| 1,227,675
| 1,991,082
|
|
|
|
| 7,059,252
|
| Real Estate Operating Companies—2.2%
|
|
|
|
| Corp Inmobiliaria Vesta SAB de CV
|
| 2,097,954
| 6,579,306
|
| Total Mexico
|
| 13,638,558
|
| NETHERLANDS—1.4%
|
| Real Estate Operating Companies—1.4%
|
|
|
|
| CTP NV(b)
|
| 289,975
| 4,227,647
|
| SINGAPORE—4.5%
|
| Industrial REITs—3.4%
|
|
|
|
| CapitaLand Ascendas
|
| 2,088,500
| 3,968,241
|
| Daiwa House Logistics Trust
|
| 10,299,000
| 3,873,925
|
| Mapletree Industrial Trust
|
| 1,694,700
| 2,663,902
|
|
|
|
| 10,506,068
|
| Real Estate Operating Companies—1.1%
|
|
|
|
| Capitaland India Trust, UNIT
|
| 4,659,180
| 3,266,854
|
| Total Singapore
|
| 13,772,922
|
| SWEDEN—1.0%
|
| Real Estate Operating Companies—1.0%
|
|
|
|
| Catena AB
|
| 90,513
| 2,998,362
|
| SWITZERLAND—0.7%
|
| Real Estate Operating Companies—0.7%
|
|
|
|
| PSP Swiss Property AG
|
| 18,580
| 2,286,069
|
| UNITED KINGDOM—4.5%
|
| Diversified REITs—0.9%
|
|
|
|
| Land Securities Group PLC
|
| 399,472
| 2,769,021
|
| Industrial REITs—2.2%
|
|
|
|
| Segro PLC
|
| 752,913
| 6,544,424
|
| abrdn Global Premier Properties Fund
| 9
|
Portfolio of Investments (concluded)
As of October 31, 2023
|
|
| Shares
| Value
|
| COMMON STOCKS (continued)
|
|
| UNITED KINGDOM (continued)
|
| Multi-Family Residential REITs—1.4%
|
|
|
|
| UNITE Group PLC (The), REIT
|
| 409,104
| $ 4,329,349
|
| Total United Kingdom
|
| 13,642,794
|
| UNITED STATES—77.8%
|
| Data Center REITs—13.1%
|
|
|
|
| Digital Realty Trust, Inc., REIT(c)
|
| 147,473
| 18,339,742
|
| Equinix, Inc., REIT(c)
|
| 29,540
| 21,553,566
|
|
|
|
| 39,893,308
|
| Health Care REITs—11.0%
|
|
|
|
| Omega Healthcare Investors, Inc., REIT(c)
|
| 140,642
| 4,655,250
|
| Sabra Health Care REIT, Inc.
|
| 332,112
| 4,530,008
|
| Ventas, Inc., REIT(c)
|
| 164,045
| 6,965,351
|
| Welltower, Inc., REIT(c)
|
| 207,500
| 17,349,075
|
|
|
|
| 33,499,684
|
| Hotel & Resort REITs—2.9%
|
|
|
|
| DiamondRock Hospitality Co., REIT(c)
|
| 216,003
| 1,669,703
|
| Host Hotels & Resorts, Inc., REIT(c)
|
| 462,634
| 7,161,574
|
|
|
|
| 8,831,277
|
| Industrial REITs—11.1%
|
|
|
|
| Americold Realty Trust, Inc.
|
| 223,732
| 5,866,253
|
| Prologis, Inc., REIT(c)
|
| 277,497
| 27,957,823
|
|
|
|
| 33,824,076
|
| Mortgage REITs—0.7%
|
|
|
|
| Blackstone Mortgage Trust, Inc., Class A, REIT(c)
|
| 108,818
| 2,170,919
|
| Multi-Family Residential REITs—7.0%
|
|
|
|
| AvalonBay Communities, Inc., REIT(c)
|
| 73,177
| 12,128,356
|
| Essex Property Trust, Inc.
|
| 26,314
| 5,629,091
|
| UDR, Inc.
|
| 114,622
| 3,646,126
|
|
|
|
| 21,403,573
|
| Office REITs—4.5%
|
|
|
|
| Alexandria Real Estate Equities, Inc., REIT
|
| 51,693
| 4,814,169
|
| Boston Properties, Inc., REIT(c)
|
| 59,872
| 3,207,343
|
| Equity Commonwealth, REIT
|
| 225,268
| 4,266,576
|
| Hudson Pacific Properties, Inc., REIT
|
| 336,194
| 1,499,425
|
|
|
|
| 13,787,513
|
| Other Specialized REITs—5.0%
|
|
|
|
| Gaming and Leisure Properties, Inc., REIT(c)
|
| 133,026
| 6,038,050
|
| VICI Properties, Inc., REIT(c)
|
| 333,113
| 9,293,853
|
|
|
|
| 15,331,903
|
| Retail REITs—10.5%
|
|
|
|
| Brixmor Property Group, Inc., REIT(c)
|
| 155,403
| 3,230,828
|
|
|
| Shares
| Value
|
|
|
|
|
|
| NNN REIT, Inc.
|
| 183,245
| $ 6,657,291
|
| Phillips Edison & Co., Inc.
|
| 50,000
| 1,765,500
|
| Realty Income Corp., REIT(c)
|
| 268,838
| 12,737,545
|
| Regency Centers Corp., REIT
|
| 52,405
| 3,157,925
|
| Simon Property Group, Inc., REIT(c)
|
| 40,688
| 4,471,204
|
|
|
|
| 32,020,293
|
| Self Storage REITs—4.5%
|
|
|
|
| Public Storage, REIT(c)
|
| 57,188
| 13,651,347
|
| Single-Family Residential REITs—6.2%
|
|
|
|
| American Homes 4 Rent, Class A, REIT
|
| 232,163
| 7,601,017
|
| Equity LifeStyle Properties, Inc., REIT(c)
|
| 170,984
| 11,250,747
|
|
|
|
| 18,851,764
|
| Telecom Tower REITs—1.3%
|
|
|
|
| American Tower Corp., REIT(c)
|
| 21,343
| 3,803,109
|
| Total United States
|
| 237,068,766
|
| Total Common Stocks
|
| 378,744,159
|
| MUTUAL FUNDS—0.2%
|
|
| CBRE Global Real Estate Income Fund
|
| 193,046
| 787,628
|
| SHORT-TERM INVESTMENT—1.1%
|
|
| State Street Institutional U.S. Government Money Market Fund, Premier Class, 5.30%(d)
|
| 3,416,318
| 3,416,318
|
| Total Short-Term Investment
|
| 3,416,318
|
Total Investments
(Cost $420,427,762)(e)—125.6%
|
| 382,948,105
|
| Liabilities in Excess of Other Assets—(25.6%)
|
| (78,148,266)
|
| Net Assets—100.0%
|
| $304,799,839
|
| (a)
| Non-income producing security.
|
| (b)
| Denotes a security issued under Regulation S or Rule 144A.
|
| (c)
| All or a portion of the security has been designated as collateral for the line of credit.
|
| (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.
|
| CVA
| Dutch Certificate
|
| PLC
| Public Limited Company
|
| REIT
| Real Estate Investment Trust
|
See Notes to Financial
Statements.
| 10
| abrdn Global Premier Properties Fund
|
Statement of Assets and Liabilities
As of October 31, 2023
| Assets
|
|
| Investments, at value (cost $417,011,444)
| $ 379,531,787
|
| Short-term investments, at value (cost $3,416,318)
| 3,416,318
|
| Receivable for investments sold
| 9,578,270
|
| Interest and dividends receivable
| 813,150
|
| Tax reclaim receivable
| 234,081
|
| Prepaid expenses
| 6,283
|
| Total assets
| 393,579,889
|
| Liabilities
|
|
| Line of credit payable (Note 7)
| 79,810,025
|
| Payable for investments purchased
| 8,171,811
|
| Interest payable on line of credit
| 395,537
|
| Investment management fees payable (Note 3)
| 240,921
|
| Administration fees payable (Note 3)
| 21,313
|
| Investor relations fees payable (Note 3)
| 12,742
|
| Due to custodian
| 11,709
|
| Other accrued expenses
| 115,992
|
| Total liabilities
| 88,780,050
|
|
|
| Net Assets
| $304,799,839
|
| Composition of Net Assets
|
|
| Paid-in capital in excess of par
| $ 416,729,662
|
| Accumulated loss
| (111,929,823)
|
| Net Assets
| $304,799,839
|
| Net asset value per share based on 85,407,951 shares issued and outstanding
| $3.57
|
See Notes to Financial
Statements.
| abrdn Global Premier Properties Fund
| 11
|
Statement of Operations
For the Year Ended October 31, 2023
| Net Investment Income
|
|
| Investment Income:
|
|
| Dividends (net of foreign withholding taxes of $658,184)
| $ 16,049,639
|
| Total investment income
| 16,049,639
|
| Expenses:
|
|
| Investment management fee (Note 3)
| 4,235,670
|
| Administration fee (Note 3)
| 289,386
|
| Investor relations fees and expenses (Note 3)
| 157,263
|
| Reports to shareholders and proxy solicitation
| 127,624
|
| Legal fees and expenses
| 95,650
|
| Trustees' fees and expenses
| 72,387
|
| Independent auditors’ fees and expenses
| 63,610
|
| Custodian’s fees and expenses
| 45,428
|
| Transfer agent’s fees and expenses
| 16,446
|
| Miscellaneous
| 168,303
|
| Total operating expenses, excluding interest expense
| 5,271,767
|
| Interest expense (Note 7)
| 3,711,214
|
| Total operating expenses before reimbursed/waived expenses
| 8,982,981
|
| Expenses waived (Note 3)
| (967,158)
|
| Net expenses
| 8,015,823
|
|
|
| Net Investment Income
| 8,033,816
|
| Net Realized/Unrealized Gain/(Loss) from Investments and Foreign Currency Related Transactions:
|
|
| Net realized gain/(loss) from:
|
|
| Investment transactions
| (25,089,400)
|
| Foreign currency transactions
| 312,126
|
|
| (24,777,274)
|
| Net change in unrealized appreciation/(depreciation) on:
|
|
| Investments
| 1,236,229
|
| Foreign currency translation
| (32,190)
|
|
| 1,204,039
|
| Net realized and unrealized loss from investments and foreign currencies
| (23,573,235)
|
| Change in Net Assets Resulting from Operations
| $(15,539,419)
|
See Notes to Financial
Statements.
| 12
| abrdn Global Premier Properties Fund
|
Statements of Changes in Net Assets
|
| For the
Year Ended
October 31, 2023
| For the
Year Ended
October 31, 2022
|
| Increase/(Decrease) in Net Assets:
|
|
|
| Operations:
|
|
|
| Net investment income
| $8,033,816
| $10,218,633
|
| Net realized loss from investments and foreign currency transactions
| (24,777,274)
| (17,773,918)
|
| Net change in unrealized appreciation/(depreciation) on investments and foreign
currency translation
| 1,204,039
| (173,996,407)
|
| Net decrease in net assets resulting from operations
| (15,539,419)
| (181,551,692)
|
| Distributions to Shareholders From:
|
|
|
| Distributable earnings
| (8,927,290)
| (6,203,707)
|
| Return of capital
| (32,068,527)
| (34,792,110)
|
| Net decrease in net assets from distributions
| (40,995,817)
| (40,995,817)
|
| Change in net assets
| (56,535,236)
| (222,547,509)
|
| Net Assets:
|
|
|
| Beginning of year
| 361,335,075
| 583,882,584
|
| End of year
| $304,799,839
| $361,335,075
|
See Notes to Financial
Statements.
| abrdn Global Premier Properties Fund
| 13
|
Statement of Cash Flows
For the Year Ended October 31, 2023
| Cash flows from operating activities:
|
|
| Net increase/(decrease) in net assets resulting from operations
| $ (15,539,419)
|
Adjustments to reconcile net decrease in net assets resulting
from operations to net cash provided by operating activities:
|
|
| Investments purchased
| (177,363,884)
|
| Investments sold and principal repayments
| 195,552,727
|
| Increase in short-term investments, excluding foreign government
| (3,416,318)
|
| Capital gains and returns of capital distributions from investments
| 1,794,899
|
| Increase in interest, dividends and other receivables
| (28,965)
|
| Decrease in prepaid expenses
| 5,234
|
| Increase in interest payable on bank loan
| 131,729
|
| Decrease in accrued investment management fees payable
| (31,102)
|
| Increase in other accrued expenses
| 13,032
|
| Net change in unrealized appreciation of investments
| (1,236,229)
|
| Net change in unrealized depreciation on foreign currency translations
| 32,190
|
| Net realized loss on investments transactions
| 25,089,400
|
| Net cash provided by operating activities
| 25,003,294
|
| Cash flows from financing activities:
|
|
| Decrease in payable to custodian
| (3,404,609)
|
| Increase in line of credit payable
| 14,761,701
|
| Distributions paid to shareholders
| (40,995,817)
|
| Net cash used in financing activities
| (29,638,725)
|
| Effect of exchange rate on cash
| (53,355)
|
| Net change in cash
| (4,688,786)
|
| Unrestricted and restricted cash and foreign currency, beginning of year
| 4,688,786
|
| Unrestricted and restricted cash and foreign currency, end of year
| $–
|
| Supplemental disclosure of cash flow information:
|
|
| Cash paid for interest and fees on borrowing
| $3,579,485
|
Amounts listed as
“–” are $0 or round to $0.
See Notes to Financial
Statements.
| 14
| abrdn Global Premier Properties Fund
|
|
| For the Fiscal Years Ended October 31,
|
|
| 2023
| 2022
| 2021
| 2020
| 2019
|
| PER SHARE OPERATING PERFORMANCE(a):
|
|
|
|
|
|
| Net asset value per common share, beginning of year
| $4.23
| $6.84
| $5.23
| $7.28
| $6.14
|
| Net investment income
| 0.09
| 0.12
| 0.13
| 0.13
| 0.16
|
Net realized and unrealized gains/(losses) on
investments and foreign currency transactions
| (0.27)
| (2.25)
| 1.96
| (1.70)
| 1.55
|
| Total from investment operations applicable to common shareholders
| (0.18)
| (2.13)
| 2.09
| (1.57)
| 1.71
|
| Distributions to common shareholders from:
|
|
|
|
|
|
| Net investment income
| (0.10)
| (0.07)
| (0.16)
| (0.05)
| (0.42)
|
| Return of capital
| (0.38)
| (0.41)
| (0.32)
| (0.43)
| (0.15)
|
| Total distributions
| (0.48)
| (0.48)
| (0.48)
| (0.48)
| (0.57)
|
| Net asset value per common share, end of year
| $3.57
| $4.23
| $6.84
| $5.23
| $7.28
|
| Market price, end of year
| $3.29
| $3.97
| $6.56
| $4.36
| $6.46
|
| Total Investment Return Based on(b):
|
|
|
|
|
|
| Market price
| (6.58%)
| (33.80%)
| 62.89%
| (25.81%)
| 32.04%
|
| Net asset value
| (4.86%)
| (32.36%)
| 41.59%
| (21.03%)
| 30.38%
|
| Ratio to Average Net Assets Applicable to Common Shareholders/Supplementary Data:
|
|
|
|
|
|
| Net assets applicable to common shareholders, end of year (000 omitted)
| $304,800
| $361,335
| $583,883
| $446,533
| $621,927
|
| Average net assets applicable to common shareholders (000 omitted)
| $361,732
| $498,916
| $547,641
| $518,462
| $563,168
|
| Net operating expenses, net of fee waivers/recoupments
| 2.22%
| 1.62%
| 1.40%
| 1.27%
| 1.37%
|
| Net operating expenses, excluding fee waivers
| 2.48%
| 1.89%
| 1.59%
| 1.36%
| 1.42%
|
Net operating expenses, net of fee waivers and
excluding interest expense
| 1.19%
| 1.19%
| 1.19%
| 1.19%
| 1.19%
|
| Net Investment income
| 2.22%
| 2.05%
| 1.99%
| 2.12%
| 2.45%
|
| Portfolio turnover
| 44%
| 41%
| 36%
| 30%
| 45%
|
| Line of credit payable outstanding (000 omitted)
| $79,810
| $65,048
| $106,848
| $30,415
| $37,522
|
| Asset coverage ratio on line of credit payable at year end(c)
| 482%
| 655%
| 646%
| 1,568%
| 1,757%
|
| Asset coverage per $1,000 on line of credit payable at year end
| $4,819
| $6,555
| $6,465
| $15,681
| $17,575
|
| (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)
| Asset coverage ratio is calculated by dividing net assets plus the amount of any borrowings, for investment purposes by the amount of the Revolving Credit Facility.
|
See Notes to Financial
Statements.
| abrdn Global Premier Properties Fund
| 15
|
Notes to Financial Statements
October 31, 2023
1. Organization
abrdn Global Premier
Properties Fund (the “Fund”) is a diversified, closed-end management investment company. The Fund was organized as a Delaware statutory trust on February 13, 2007, and commenced operations on April 26,
2007. The Fund’s investment objective is to seek high current income and capital appreciation. On May 27, 2020, shareholders of the Fund approved a new investment objective to seek high current income and
capital appreciation. The Board of Trustees (the “Board”) authorized an unlimited number of shares with no par value.
2. Summary of Significant
Accounting Policies
The Fund is an investment
company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946 Financial Services-Investment
Companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies conform to generally accepted accounting principles ("GAAP")
in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The accounting records of the Fund are
maintained in U.S. Dollars and the U.S. Dollar is used as both the functional and reporting currency.
a. Security Valuation:
The Fund values its
securities at current market value or fair value, consistent with regulatory requirements. "Fair value" is defined in the Fund's Valuation and Liquidity Procedures as the price that could be received to sell an asset
or paid to transfer a liability in an orderly transaction between willing market participants without a compulsion to transact at the measurement date. Pursuant to Rule 2a-5 under the 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 Fund to perform the fair value determinations relating to Fund
investments for which market quotations are not readily available or deemed unreliable.
In accordance with the
authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Fund discloses the fair value of its investments using a three-level hierarchy that classifies the inputs to valuation techniques
used to measure the fair value. The hierarchy assigns Level 1, the highest level, measurements to valuations based upon unadjusted quoted prices in active markets for identical assets, Level 2 measurements to
valuations based upon other significant observable inputs, including adjusted quoted prices in active markets for similar assets, and Level 3, the lowest level,
measurements to valuations based upon
unobservable inputs that are significant to the valuation. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example,
the risk inherent in a particular valuation technique used to measure fair value including a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability, which are based on market data obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information
available in the circumstances. A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.
Open-end mutual funds are
valued at the respective net asset value (“NAV”) as reported by such company. The prospectuses for the registered open-end management investment companies in which the Fund invests explain the
circumstances under which those companies will use fair value pricing and the effects of using fair value pricing. Closed-end funds and exchange-traded funds (“ETFs”) are valued at the market price of the
security at the Valuation Time (defined below). A security using any of these pricing methodologies is generally determined to be a Level 1 investment.
Equity securities that are
traded on an exchange are valued at the last quoted sale price or the official close price on the principal exchange on which the security is traded at the “Valuation Time” subject to application, when
appropriate, of the valuation factors described in the paragraph below. Under normal circumstances, the Valuation Time is as of the close of regular trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m.
Eastern Time). In the absence of a sale price, the security is valued at the mean of the bid/ask price quoted at the close on the principal exchange on which the security is traded. Securities traded on NASDAQ are
valued at the NASDAQ official closing price.
Foreign equity securities
that are traded on foreign exchanges that close prior to the Valuation Time are valued by applying valuation factors to the last sale price or the mean price as noted above. Valuation factors are provided by an
independent pricing service provider. These valuation factors are used when pricing the Fund's portfolio holdings to estimate market movements between the time foreign markets close and the time the Fund values such
foreign securities. These valuation factors are based on inputs such as depositary receipts, indices, futures, sector indices/ETFs, exchange rates, and local exchange opening and closing prices of each security. When
prices with the application of valuation factors are utilized, the value assigned to the foreign securities may not be the same as quoted or published prices of the securities on their primary markets. A
| 16
| abrdn Global Premier Properties Fund
|
Notes to Financial Statements (continued)
October 31, 2023
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
valued at fair value. Exchange-traded futures are generally Level 1 investments and centrally cleared swaps and forwards are generally Level 2 investments. Forward foreign currency contracts are generally valued based
on the bid price of the forward rates and the current spot rate. Forward exchange rate quotations are available for scheduled settlement dates, such as 1-, 3-, 6-, 9- and 12-month periods. An interpolated valuation is
derived based on the actual settlement dates of the forward contracts held. Futures contracts are valued at the settlement price or at the last bid price if no settlement price is available. Swap agreements are
generally valued by an approved pricing agent based on the terms of the swap agreement (including future cash flows). 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 the 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 Fund sweeps available cash into the
State Street Institutional U.S. Government Money Market Fund, which has elected to qualify as a “government money market fund” pursuant to Rule 2a-7 under the 1940 Act, and has an objective, which is not
guaranteed, to maintain a $1.00 per share NAV. Generally, these investment types are categorized as Level 1 investments.
In the event that a
security’s market quotations are not readily available or are deemed unreliable (for reasons other than because the foreign exchange on which it trades closes before the Valuation Time), the security is valued
at fair value as determined by the Valuation Designee, taking into account the relevant factors and surrounding circumstances using valuation policies and procedures approved by the Board. A security that has been
fair valued by the 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).
A summary of standard
inputs is listed below:
| Security Type
| Standard Inputs
|
| 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.
|
The following is a
summary of the inputs used as of October 31, 2023 in valuing the Fund's investments and other financial instruments at fair value. The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities. Please refer to the Portfolio of Investments for a detailed breakout of the security types:
| Investments, at Value
| Level 1 – Quoted
Prices
| Level 2 – Other Significant
Observable Inputs
| Level 3 – Significant
Unobservable Inputs
| Total
|
| Assets
|
|
|
| Investments in Securities
|
|
|
|
| Common Stocks
| $265,387,619
| $113,356,540
| $–
| $378,744,159
|
| Mutual Funds
| 787,628
| –
| –
| 787,628
|
| Short-Term Investment
| 3,416,318
| –
| –
| 3,416,318
|
| Total Investments
| $269,591,565
| $113,356,540
| $–
| $382,948,105
|
| Total Investment Assets
| $269,591,565
| $113,356,540
| $–
| $382,948,105
|
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.
b. Restricted
Securities:
Restricted securities are privately-placed
securities whose resale is restricted under U.S. securities laws. The Fund may invest in restricted
securities, including unregistered
securities eligible for resale without registration pursuant to Rule 144A and privately-placed securities of
| abrdn Global Premier Properties Fund
| 17
|
Notes to Financial Statements (continued)
October 31, 2023
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 Fund, but resale of such securities in the U.S. is permitted only in limited circumstances.
c. Foreign Currency
Translation:
Foreign securities,
currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of the Valuation Time, as provided by
an independent pricing service approved by the Board.
Foreign currency amounts are
translated into U.S. Dollars on the following basis:
(i) market value of investment
securities, other assets and liabilities – at the current daily rates of exchange at the Valuation Time; and
(ii) purchases and sales of
investment securities, income and expenses – at the relevant rates of exchange prevailing on the respective dates of such transactions.
The Fund does not isolate
that portion of gains and losses on investments in equity securities due to changes in the foreign exchange rates from the portion due to changes in market prices of equity securities. Accordingly, realized and
unrealized foreign currency gains and losses with respect to such securities are included in the reported net realized and unrealized gains and losses on investment transactions balances.
Net unrealized currency gains
or losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation/depreciation in value of investments, and translation
of other assets and liabilities denominated in foreign currencies.
Net realized foreign exchange
gains or losses represent foreign exchange gains and losses from transactions in foreign currencies and forward foreign currency contracts, exchange gains or losses realized between the trade date and settlement date
on security transactions, and the difference between the amounts of interest and dividends recorded on the Fund’s books and the U.S. Dollar equivalent of the amounts actually received.
Foreign security and currency
transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
Generally, when the U.S. Dollar rises in value against foreign currency, the Fund's investments denominated in that foreign currency will lose value because the foreign currency is worth fewer U.S. Dollars; the
opposite effect occurs if the U.S. Dollar falls in relative value.
d. Security Transactions, Investment Income
and Expenses:
Security transactions are
recorded on the trade date. Realized and unrealized gains/(losses) from security and currency transactions are calculated on the identified cost basis. Dividend income and corporate actions are recorded generally on
the ex-date, except for certain dividends and corporate actions which may be recorded after the ex-date, as soon as the Fund acquires information regarding such dividends or corporate actions. Interest income and
expenses are recorded on an accrual basis.
e. Derivative Financial
Instruments:
The Fund is
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 Statement 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 the 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 the Fund as unrealized appreciation or depreciation. Forward contracts' prices are received daily from an independent pricing provider. When the
forward contract is closed, the 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. The 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.
While the Fund may enter
into forward contracts to seek to reduce currency exchange rate risks, transactions in such contracts involve certain risks. The Fund could be exposed to risks if the counterparties to the contracts are unable to meet
the terms of their contracts and from unanticipated movements in exchange rates. Thus, while the Fund may benefit from such transactions, unanticipated changes in currency prices may result in a poorer overall
performance for the
| 18
| abrdn Global Premier Properties Fund
|
Notes to Financial Statements (continued)
October 31, 2023
Fund than if it had not engaged in any such
transactions. Moreover, there may be an imperfect correlation between the 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 the 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 the Fund of unrealized profits, transaction costs or the benefits of a currency hedge or force the Fund to cover its purchase or sale commitments, if any, at the market price at the time of the
default.
f. Distributions:
The Fund implemented a
managed distribution policy to pay a stable monthly distribution out of current income, supplemented by realized short-term capital gains and long-term capital gains, and, to the extent necessary, paid-in capital,
which is a nontaxable return of capital. The managed distribution policy is subject to regular review by the Board. The Fund expects to pay its common shareholders annually all or substantially all of its investment
company taxable income. In addition, at least annually, the Fund intends to distribute all or substantially all of its 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:
The Fund intends to
continue to qualify as a “regulated investment company” ("RIC") by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"), and to make distributions of net investment income and net realized capital gains sufficient to relieve the Fund from all federal income taxes. Therefore, no federal income tax provision is
required.
The Fund recognizes the tax
benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming
examination by tax authorities. Management
of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Since tax authorities can examine previously filed tax returns, the Fund's
U.S. federal and state tax returns for each of the most recent four fiscal years up to the most recent fiscal year ended October 31, 2023 are subject to such review.
h. Foreign Withholding
Tax:
Dividend and interest
income from non-U.S. sources received by the Fund are generally subject to non-U.S. withholding taxes and are recorded on the Statement of Operations. The Fund files for tax reclaims for the refund of such withholding
taxes according to tax treaties. Tax reclaims that are deemed collectible are booked as tax reclaim receivable on the Statement of Assets and Liabilities. In addition, the Fund may be subject to capital gains tax in
certain countries in which it invests. The above taxes may be reduced or eliminated under the terms of applicable U.S. income tax treaties with some of these countries. The Fund accrues such taxes when the related
income is earned.
In addition, when the Fund
sells securities within certain countries in which it invests, the capital gains realized may be subject to tax. Based on these market requirements and as required under GAAP, the Fund accrues deferred capital gains
tax on securities currently held that have unrealized appreciation within these countries. The amount of deferred capital gains tax accrued, if any, is reported on the Statement of Assets and Liabilities.
3. Agreements and Transactions
with Affiliates
a. Investment Adviser and
Investment Sub-Adviser:
The Adviser and abrdn Inc.
(“abrdn Inc.” or the “Sub-Adviser”) serve as the Fund’s investment adviser and subadviser, respectively, pursuant to an investment advisory agreement (the “Advisory
Agreement”) and sub-advisory agreement (the “Sub-Advisory Agreement”) with the Fund. The Adviser and abrdn Inc. (collectively, the “Advisers”) are wholly-owned indirect subsidiaries of
abrdn plc. In rendering advisory services, the Advisers may use the resources of investment advisor subsidiaries of abrdn plc. These affiliates have entered into procedures pursuant to which investment professionals
from affiliates may render portfolio management and research services as associated persons of the Advisers.
As compensation for its
services to the Fund, 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, the Fund paid the Adviser $4,235,670. "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
| abrdn Global Premier Properties Fund
| 19
|
Notes to Financial Statements (continued)
October 31, 2023
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. Under the
Sub-Advisory Agreement, the Adviser is responsible for the payment of fees to abrdn Inc.
Effective May 4, 2018, the
Adviser entered into a written contract (the “Expense Limitation Agreement”) with the Fund that is effective through June 30, 2024. The Expense Limitation Agreement limits the total ordinary operating
expenses of the Fund (excluding any leverage costs, taxes, interest, brokerage commissions and any non-routine expenses) from exceeding 1.19% of the average daily net assets of the Fund on an annualized basis. The
total amount of the waiver for the fiscal year ended October 31, 2023 pursuant to the Expense Limitation Agreement was $967,158.
The Adviser may request and
receive reimbursement from the Fund 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 Fund to exceed the lesser of the applicable expense limitation in the contract at the time the
fees were limited or expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the 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 Fund, based on expenses reimbursed by the Adviser, including adjustments described above, would be:
| Amount Fiscal Year 2021 (Expires 10/31/24)
|
| $1,046,700
|
| Amount Fiscal Year 2022 (Expires 10/31/25)
|
| $1,378,125
|
| Amount Fiscal Year 2023 (Expires 10/31/26)
|
| $967,158
|
| Total*
|
| $3,391,983
|
| *
| Amounts reported are due to expire throughout the respective 3-year expiration period presented above.
|
b. Fund Administrator:
abrdn Inc. serves as the
Fund’s Administrator. Pursuant to the Administration Agreement, abrdn Inc. receives a fee paid by the Fund, at an annual fee rate of 0.08% of the Fund’s average monthly net
assets. State Street Bank and Trust
Company serves as the Fund's Sub-Administrator. For the fiscal year ended October 31, 2023, abrdn Inc. earned $289,386 from the Fund for administration services.
c. Investor Relations:
Under the terms of the
Investor Relations Services Agreement, abrdn Inc. provides and/or engages third parties to provide investor relations services to the Fund and certain other funds advised by the Adviser or its affiliates as part of an
Investor Relations Program. Under the Investor Relations Services Agreement, the Fund owes a portion of the fees related to the Investor Relations Program (the “Fund’s Portion”). However, Investor
Relations Services fees are limited by abrdn Inc. so that the Fund will only pay up to an annual rate of 0.05% of the Fund’s average weekly net assets. Any difference between the capped rate of 0.05% of the
Fund’s average weekly net assets and the Fund’s Portion is paid for by abrdn Inc.
During the fiscal year ended
October 31, 2023, the Fund incurred investor relations fees of $157,263. For the fiscal year ended October 31, 2023, abrdn Inc. did not contribute to the investor relations fees for the Fund because the Fund’s
contribution was below 0.05% of the Fund’s average weekly net assets on an annual basis.
4. Investment Transactions
Purchases and sales of
investment securities (excluding short-term securities) for the fiscal year ended October 31, 2023, were $185,535,695 and $202,295,925, respectively.
5. Capital
The Fund is authorized to
issue an unlimited number of common shares with no par value. As of October 31, 2023, there were 85,407,951 shares of common stock issued and outstanding.
6. Open Market Repurchase
Program
The Board approved an open
market repurchase and discount management policy (the “Program”). The Program allows the Fund to purchase, in the open market, its outstanding common shares, with the amount and timing of any repurchase
determined at the discretion of the Fund’s 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
Fund’s Board will receive information on any transactions made pursuant to this policy during the prior quarter and if shares are repurchased management will post the number of shares repurchased on the
Fund’s website on a monthly basis. Under the terms of the Program, the Fund is permitted to repurchase up to 10% of its outstanding shares of common stock in the open market during any 12 month period.
| 20
| abrdn Global Premier Properties Fund
|
Notes to Financial Statements (continued)
October 31, 2023
For the year ended October 31, 2023, the Fund
did not repurchase any shares through this program.
7. Line of Credit
The Fund has entered into a
lending agreement with BNP Paribas Prime Brokerage International Ltd. (“BNPP PB”) which allows the Fund to borrow on an uncommitted and secured basis up to $175 million. The interest on the BNPP PB for the
Fund on amounts borrowed is charged at a variable rate, which may be based on the Secured Overnight Financing Rate (“SOFR”) plus a spread. 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 BNPP PB. The maximum amount of the
line of credit available is the lesser of 33.33% of its total assets of the Fund or the amount disclosed above, including the amount borrowed. Either BNPP PB or the Fund may terminate this agreement upon delivery of
written notice. During the fiscal year ended October 31, 2023, the average borrowing by the Fund was $62,270,056 with an average interest rate on borrowings of 5.81%. During the fiscal year ended October 31, 2023, the
maximum borrowing by the Fund was $85,250,078. Interest expense related to the line of credit for the fiscal year ended October 31, 2023 was $3,711,214. As of October 31, 2023, the outstanding balance on the line of
credit was $79,810,025.
8. Portfolio Investment
Risks
a. Concentration Risk:
The Fund invests a
substantial amount of its assets in the equity securities of issuers engaged in the real estate industry, including real estate investment trusts ("REITs"). As a result, the Fund may be more affected by economic
developments in the real estate industry than would a general equity fund.
b. Emerging Markets
Risk:
The Fund is 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 Fund more greatly to the extent the Fund does not hedge its currency risk, or hedging techniques used by the
Advisers are unsuccessful.
e. Foreign Securities
Risk:
Foreign countries in which
the Fund may invest may have markets that are less liquid, less regulated and more volatile than U.S. markets. The value of the Fund's 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 Fund focuses its 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.
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 Fund may use leverage
to purchase securities. Increases and decreases in the value of the Fund's portfolio will be magnified when the Fund uses leverage.
h. Management Risk:
The Fund is subject to
the risk that the Advisers may make poor security selections. The Advisers, and its portfolio managers apply their own investment techniques and risk analyses in making investment decisions for the Fund and there can
be no guarantee that these decisions will achieve the desired results for the Fund. In addition, the Advisers may select securities that underperform the relevant market or other funds with similar investment
objectives and strategies.
i. Market Events Risk:
The market values of
securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by
the U.S. Federal Reserve or
| abrdn Global Premier Properties Fund
| 21
|
Notes to Financial Statements (continued)
October 31, 2023
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, war, terrorism, natural disasters, public health issues such as pandemics or epidemics,
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.
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 the 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 the 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 the 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 the 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. Passive Foreign Investment Company Tax
Risk:
Equity investments by the
Fund in certain “passive foreign investment companies” (“PFICs”) could subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the PFIC or on
proceeds received from the disposition of shares in the PFIC. The Fund may be able to elect to treat a PFIC as a “qualified electing fund” (i.e., make a “QEF election”), in which case the Fund
will be required to include its share of the company’s income and net capital gains annually. The Fund may make an election to mark the gains (and to a limited extent losses) in such holdings “to the
market” as though it had sold and repurchased its holdings in those PFICs on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. Because it is not always
possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above in some instances.
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. REIT and Real Estate
Risk:
Investment in REITs and
real estate involves the risks that are associated with direct ownership of real estate and with the real estate industry in general. These risks include: declines in the value of real estate; risks related to local
economic conditions, overbuilding and increased competition; increases in property taxes and operating expenses; changes in zoning laws; casualty or condemnation losses; variations in rental income, neighborhood
values or the appeal of properties to tenants; changes in interest rates and changes in general economic and market conditions; reduced demand for commercial and office space; increased maintenance or tenant
improvement costs to convert properties for other uses; default risk of tenants and borrowers; the financial condition of tenants, buyers and sellers; and the inability to re-lease space on attractive terms or to
obtain mortgage financing on a timely basis or at all. REITs’ share prices may decline because of adverse developments affecting the real estate industry including changes in interest rates. The returns
from REITs may trail returns from the overall market. Additionally, there is always a risk that a given REIT will fail to qualify for favorable tax treatment. REITs may be leveraged, which increases risk. Certain
REITs charge management fees, which may result in layering the management fee paid by the Fund.
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.
| 22
| abrdn Global Premier Properties Fund
|
Notes to Financial Statements (continued)
October 31, 2023
p. Valuation Risk:
The price that the Fund
could receive upon the sale of any particular portfolio investment may differ from the Fund's valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a
fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could
realize a greater than expected loss or lower than expected gain upon the sale of the investment. The Fund's ability to value its investments may also be
impacted by technological issues and/or errors
by pricing services or other third-party service providers.
9. Contingencies
In the normal course of
business, the Fund may provide general indemnifications pursuant to certain contracts and organizational documents. The Fund's maximum exposure under these arrangements is dependent on future claims that may be made
against the Fund, and therefore, cannot be estimated; however, the Fund expects the risk of loss from such claims to be remote.
10. Tax
Information
The U.S. federal
income tax basis of the Fund's investments (including derivatives, if applicable) and the net unrealized depreciation as of October 31, 2023, were as follows:
Tax Cost of
Securities
| Unrealized
Appreciation
| Unrealized
Depreciation
| Net
Unrealized
Appreciation/
(Depreciation)
|
| $421,906,366
| $31,181,847
| $(70,140,108)
| $(38,958,261)
|
The tax character of
distributions paid during the fiscal years ended October 31, 2023 and October 31, 2022 was as follows:
|
| October 31, 2023
| October 31, 2022
|
| Distributions paid from:
|
|
|
| Ordinary Income
| $8,927,290
| $6,203,707
|
| Return of Capital
| 32,068,527
| 34,792,110
|
| Total tax character of distributions
| $40,995,817
| $40,995,817
|
As of October 31,
2023, the components of accumulated earnings on a tax basis were as follows:
| Undistributed Ordinary Income
| $-
|
| Undistributed Long-Term Capital Gains
| -
|
| Total undistributed earnings
| $-
|
| Capital loss carryforward
| $(72,946,317)*
|
| Other currency gains
| -
|
| Other Temporary Differences
| -
|
| Unrealized Appreciation/(Depreciation)
| (38,983,506)**
|
| Total accumulated earnings/(losses) – net
| $(111,929,823)
|
Amounts listed as
“–” are $0 or round to $0.
| *
| On October 31, 2023, the Fund had a net capital loss carryforward of $(72,946,317) which will be available to offset like amounts of any future taxable gains. The
Fund is permitted to carry forward capital losses for an unlimited period and capital losses that are carried forward will retain their character as either short-term or long-term capital losses. The breakdown of
capital loss carryforwards are as follows:
|
| Amounts
| Expires
|
| $53,678,152
| Unlimited (Short—Term)
|
| 19,268,165
| Unlimited (Long—Term)
|
**The difference
between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable to the tax deferral of wash sales, the realization for tax purposes of unrealized gains on investments in passive foreign
investment companies and corporate actions.
| abrdn Global Premier Properties Fund
| 23
|
Notes to Financial Statements (concluded)
October 31, 2023
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 post available-for-sale (AFS) and long-term capital gains adjustments. These reclassifications have no effect on net assets or NAVs per share.
Paid-in
Capital
| Distributable
Earnings/
(Accumulated
Loss)
|
| $(199,901)
| $199,901
|
11. 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, the Fund announced that it will pay on November 30, 2023 and January 10, 2024, respectively, a distribution of $0.04 per share to all shareholders of record as of November 22, 2023 and December 29,
2023, respectively.
| 24
| abrdn Global Premier Properties Fund
|
Report of Independent Registered Public Accounting
Firm
To the
Shareholders and Board of Trustees
abrdn Global Premier Properties Fund:
Opinion on the Financial
Statements
We have audited the
accompanying statement of assets and liabilities of abrdn Global Premier Properties Fund (the Fund), including the portfolio of investments, as of October 31, 2023, the related statements of operations and cash flows
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 Fund as of October 31,
2023, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years
in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements
and financial highlights are the responsibility of the Fund's 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 Fund in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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
| abrdn Global Premier Properties Fund
| 25
|
Federal Tax Information: Dividends and
Distributions (Unaudited)
Designation Requirements
Of the distributions paid by the
Fund 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.
Dividends Received Deduction
8.91%
Qualified Dividend Income
45.87%
The above amounts are based on
the best available information at this time. In early 2024, the Fund will notify applicable shareholders of final amounts for use in preparing 2023 U.S. federal income tax forms.
| 26
| abrdn Global Premier Properties Fund
|
Supplemental Information (Unaudited)
Results of Annual Meeting of
Shareholders
The Annual Meeting of
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 Withheld
|
| Nancy Yao
| 57,896,728
| 4,523,612
|
| Stephen Bird
| 60,846,637
| 2,335,703
|
Board of Trustees’
Consideration of Advisory and Sub-Advisory Agreements
At a regularly scheduled
quarterly meeting (the “Quarterly Meeting”) of the Board of Trustees (the “Board” or “Trustees”) of abrdn Global Premier Properties Fund (“AWP” or the
“Fund”) held on June 13, 2023, the Board, including a majority of the Trustees who are not considered to be “interested persons” of the Fund (the “Independent Trustees”) under the
Investment Company Act of 1940, as amended (the “1940 Act”), approved for an annual period the continuation of the Fund’s investment advisory agreement with abrdn Investments Limited (the
“Investment Adviser”) and the investment sub-advisory agreement among the Fund, the Investment Adviser and abrdn Inc. (the “Sub-Adviser” or “AI”). In addition, the Independent
Trustees of the Fund held a separate meeting via videoconference on June 7, 2023 and a separate in-person meeting on June 12, 2023 to review the materials provided and the relevant legal considerations (together with
the in-person Quarterly Meeting held on June 13, 2023, the “Meetings”). The Investment Adviser and the Sub-Adviser are referred to collectively herein as the “Advisers” or “abrdn”
and the aforementioned agreements with the Advisers are referred to as the “Advisory Agreements.” The Sub-Adviser is an affiliate of the Investment Adviser.
In connection with their
consideration of whether to approve the continuation of the Fund’s Advisory Agreements, the Board members received and reviewed a variety of information provided by the Advisers relating to the Fund, the
Advisory Agreements and the Advisers, including information regarding the nature, extent and quality of services provided by the Advisers under the respective Advisory Agreements, comparative investment 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 Board generally included, among other items: (i) information on the Fund’s advisory fees and other expenses,
including information comparing the Fund’s expenses to those of the Peer Group and information about any applicable expense limitations and fee breakpoints; (ii) information about the profitability of the
Advisory Agreements to the Advisers; (iii) information on the investment performance of the Fund and the performance of the Peer Group and the Fund’s performance benchmark; (iv) a report prepared by the Advisers
in response to a request submitted by the Independent Trustees’ independent legal counsel on behalf of the Independent Trustees; and (v) a memorandum from the Independent Trustees’ independent legal
counsel on the responsibilities of the Board in considering for approval the investment advisory and investment sub-advisory arrangements under the 1940 Act and Delaware law.
The Board, including the
Fund’s Independent Trustees, also considered other matters such as: (i) the Advisers’ investment personnel and operations; (ii) the Advisers’ financial condition and stability; (iii) the resources
devoted by the Advisers to the Fund; (iv) the Fund’s investment objective and strategy; (v) the Advisers’ record of compliance with the Fund’s investment policies and restrictions, policies on
personal securities transactions and other compliance policies; (vi) possible conflicts of interests; and (vii) the allocation of the Fund’s brokerage, if any, including, if applicable, allocations to brokers
affiliated with the Advisers and the use, if any, of “soft” commission dollars to pay Fund expenses and to pay for research and other similar services. Throughout the process, the Board had the opportunity
to ask questions of and request additional information from the Advisers.
The Board also noted that in
addition to the materials requested by the Trustees in connection with their annual consideration of the continuation of the Advisory Agreements, the Trustees received and reviewed materials in advance of each regular
quarterly meeting of the Board that contained information about the Fund’s investment performance and information relating to the services provided by the Advisers.
The Independent Trustees were
advised by separate independent legal counsel throughout the process and consulted in executive sessions with their independent legal counsel regarding their consideration of the renewal of the Advisory Agreements. In
considering whether to approve the continuation of the Advisory Agreements, the Board, including the Independent Trustees, did not identify any single factor as determinative. Individual Trustees may have evaluated
the information presented differently from one another, giving different weights to various factors. Matters considered by the Board, including the Independent Trustees, in connection with its approval of the
continuation of the Advisory Agreements included the factors listed below.
Fees and expenses. The Board reviewed with management the effective annual fee rate paid by the Fund to the Investment Adviser for investment management services. The Board also received and considered
information compiled at the request of the Fund by ISS that compared the Fund’s
| abrdn Global Premier Properties Fund
| 27
|
Supplemental Information (Unaudited) (continued)
effective annual management fee rate with
the fees paid by the Peer Group. The Trustees took into account the management fee structure, including that advisory fees for the Fund were based on the Fund’s total managed assets, whether attributable to
common stock or borrowings, if any. The Board reviewed and considered additional information about the Investment Adviser’s fees. The Board considered that the compensation paid to the Sub-Adviser was paid by
the Investment Adviser, and, accordingly that the retention of the Sub-Adviser did not increase the fees or expenses otherwise incurred by the Fund’s shareholders. The Board considered the fee comparisons in
light of the differences in resources and costs required to manage the different types of accounts.
The Board also took into account
management’s discussion of the Fund’s expenses, including the factors that impacted the Fund’s expenses.
Investment performance of the
Fund and the Advisers. The Board received and reviewed with management, among other performance data, information that compared the Fund’s return to comparable investment companies. The Board also received
and considered performance information compiled by ISS as to the Fund’s total return, as compared with the funds in the Fund’s Morningstar category (the “Morningstar Group”).
In addition, the Board
received and reviewed information regarding the Fund’s total return on a gross and net basis and relative to the Fund’s benchmark, the impact of foreign currency movements on the Fund’s performance
and the Fund’s share performance and premium/discount information. The Board also received and reviewed information on the Fund’s total return for the period since the Advisers assumed responsibility for
management of the Fund effective May 4, 2018, as compared with the total returns of its Morningstar Group average. The Board took into account information about the Fund’s discount/premium ranking relative to
its Peer Group and considered management’s discussion of the Fund’s performance. Additionally, the Trustees considered management’s discussion of the factors contributing to differences in
performance, including differences in the investment strategies of each of these other funds and accounts. The Board also considered the Advisers’ performance generally, the historical responsiveness of the
Investment Adviser to Trustee concerns about performance, and the willingness of the Advisers to take steps intended to improve performance.
The nature, extent and
quality of the services provided to the Fund under the Advisory Agreements. The Board considered, among other things, the nature, extent and quality of the services provided by the Advisers to the Fund and the resources dedicated to the Fund by the Advisers. The
Trustees took into account the Advisers’ investment experience and considered the allocation of responsibilities between the Advisers. The Board also considered the Advisers’ risk management processes. The
Board considered the background and experience of the Advisers’ senior management personnel and the qualifications, background and responsibilities of the portfolio managers primarily responsible for the
day-to-day portfolio management services for the Fund. The Board also considered information regarding the Advisers’ compliance with applicable laws and Securities and Exchange Commission and other regulatory
inquiries or audits of the Fund and the Advisers. The Board considered that they received information on a regular basis from the Fund’s Chief Compliance Officer regarding the Advisers’ compliance policies
and procedures and considered the Advisers’ brokerage policies and practices. Management reported to the Board on, among other things, its business plans and organizational 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.
After reviewing these and
related factors, the Board concluded that the nature, extent and quality of the services provided supported the renewal of the Advisory Agreements.
Economies of Scale. The Board considered management’s discussion of the Fund’s management fee structure and determined that the management fee structure was reasonable. The Board based this
determination on various factors, including how the Fund’s management fee compared to its Peer Group at higher asset levels.
The 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 AI under separate agreements covering administrative services and investor relations services.
|
| •
| whether the Fund has operated in accordance with its investment objective and the Fund’s record of compliance with its investment restrictions, and the compliance programs of the Advisers. The
Trustees also considered the compliance-related resources the Advisers and their affiliates were providing to the Fund.
|
| •
| the effect of any market and economic volatility on the performance, asset levels and expense ratios of the Fund.
|
| •
| so-called “fallout benefits” to the Advisers and their affiliates, including indirect benefits. 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.
|
* * *
| 28
| abrdn Global Premier Properties Fund
|
Supplemental Information (Unaudited) (concluded)
Based on their evaluation of
all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Trustees, including the Independent Trustees, concluded that renewal of the
Advisory Agreements would be in the best interest of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees, voting separately, approved the Fund’s Advisory Agreements for an
additional one-year period.
| abrdn Global Premier Properties Fund
| 29
|
Additional Information Regarding the
Fund (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.
Investment Objectives, Strategies and
Policies
Investment Objectives
The Fund seeks high current
income and capital appreciation. The Fund's investment objective and some of its investment policies, including its policy of concentrating at least 80% of its managed assets in issuers principally engaged in the real
estate industry or real estate financing or which control significant real estate assets are fundamental and may not be changed without shareholder approval.
Investment Strategies
The Fund will pursue its
investment objectives by investing at least 80% of its managed assets in the equity and, to a lesser extent, debt securities of domestic and foreign issuers which are principally engaged in the real estate industry,
real estate financing or control significant real estate assets. The Fund's investment objectives and some of its investment policies, including its policy of concentrating at least 80% of its managed assets in
issuers principally engaged in the real estate industry or real estate financing or which control significant real estate assets are fundamental and may not be changed without shareholder approval.
In selecting investments for
the Fund, the Advisers consider three pillars of real estate value to be "Premier Property Owners," "Premier Property Developers" and "Premier Property Financiers and Investors," which are described as follows:
Premier Property
Owners. The Advisers believes Premier Property Owners typically benefit from sustained demand from both buyers and tenants. As a result, investing in Premier Property Owners can provide a
foundation of value. Premier Properties typically would possess superior locations, characterized by a high degree of visibility and accessibility. If also historically or architecturally prominent, they may attain
"Landmark" status. The Advisers believe modern amenities, quality construction and professional building management also typically help such buildings command superior
rents and prices at above average occupancies,
even during a real estate downturn.
Premier Property
Developers. The Advisers believe that Premier Property Developers build relationships and stature in their marketplace, which enhances their ability to locate, build and offer desirable developments to
potential tenants or buyers. In this way, Premier Property Developers provide real estate investors the creation of value. Premier Property Developers of office, industrial, retail or residential property can add
value to land through careful site selection, enhanced entitlement, superior design, controlled construction and professional marketing of new buildings. The production of desirable real estate often increases
perceived value for the renter or buyer and thus enhances both demand and potential profitability for the Developers' projects.
Premier Property Financiers
and Investors. The Advisers perceive that Premier Property Financiers and Investors are able over time to generate superior returns on invested capital and mitigate excessive risk. Premier Property
Financiers and Investors include REITs, financial institutions and real estate operating companies. Through their strong market presence and/or entrepreneurial deal-making capacity, Premier Property Financiers and
Investors can produce meaningful interest or dividend income and thus provide investors with the distribution of value. Premier Property Financiers and Investors often are able to identify unique or opportunistic
situations, negotiate from strength, structure attractive terms, and stay ahead of the pack as they source property investments. Success, over time, provides the opportunity to access competitively low-cost capital to
finance new investments on an accretive basis which in turn enables such companies to grow dividends for shareholders.
The Fund's research-driven
investment strategy will seek to identify issuers globally from all three of these pillars of real estate value with the potential for capital appreciation through the different phases of the real estate cycle. Such
securities may, in the Adviser's opinion, be undervalued or otherwise poised for growth. Such investments may be heavily weighted in foreign issuers, including those in emerging markets.
The Adviser considers and
evaluates environmental, social and governance (“ESG”) factors as part of the investment analysis process. 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.
The Advisers' will seek to
invest the Fund's managed assets globally in issuers from all three pillars, Premier Property Owners, Premier Property Developers and Premier Property Financiers and Investors, in accordance with real estate market
cycles. The Fund's exposure will vary over time in accordance with the Advisers' determination of
| 30
| abrdn Global Premier Properties Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
where the greatest opportunities exist in the
global real estate market to achieve the Fund's investment objectives.
Allocation of the Fund's
managed assets to domestic and foreign issuers and among countries is dependent on several criteria, including each country's economic outlook and the outlook of its real estate market, the dividend yields of issuers
in a country and the existing opportunities for investing in premier real estate securities. Under normal circumstances, the Fund pursues a flexible strategy of investing in companies throughout the world. It is
anticipated that the Fund will give particular consideration to investments in relatively mature economies, including the United States, United Kingdom, Western Europe, Australia, Canada, Japan, Hong Kong and
Singapore. The Fund may also give particular consideration to investments in Brazil, Mexico, India, China and Eastern Europe, particularly with respect to Premier Property Developers. These are markets where the
Advisers currently perceive the greatest number of opportunities for Developers.
The Fund uses a multi-cap
approach to invest in the securities of issuers of almost any capitalization level (small, mid or large). The Fund screens the U.S. and non-U.S. issuers in which it invests using the same criteria, including the
Advisers' determination that the issuer may offer reasonable value, high dividend yield and have good prospects for earnings growth and rising valuations. The Advisers will utilize a top-down, bottom-up investment
methodology which analyzes economic and demographic demand drivers in light of historical and prospective patterns of real estate supply. The Advisers will evaluate issuers in terms of market fundamentals, track
record, strategic plan and management capability. In addition, the Advisers will analyze property specific performance parameters, including valuation in light of replacement costs, operating ratios and cash flow
generation.
To maximize the amount of the
Fund's current income, the Fund may buy and hold dividend paying securities of domestic and foreign issuers from any or all three pillars, Premier Property Owners, Premier Property Developers and Premier Property
Financiers and Investors.
Although high current income
is part of the Fund's investment objectives, certain of the Fund's investment strategies may limit the amount of dividend income the Fund receives from qualifying for the reduced U.S. federal income tax rates
applicable to qualified dividends under the Internal Revenue Code of 1986, as amended (the "Code"). For example, REITs, MLPs and preferred shares generally do not produce qualified dividend income ("QDI"). As a
result, there can be no assurance as to what portion of the Fund's distributions will be designated as QDI.
The Fund may invest without
limitation in foreign securities, including direct investments in securities of foreign issuers and investments in depositary receipts (such as ADRs) that represent indirect interests in
securities of foreign issuers. Although it
is not the Fund's current intent, the Fund may invest up to 100% of its managed 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 managed assets at any one time. Under normal circumstances, the Fund expects to invest
between 20% and 80% of its managed assets in the securities of non-U.S. issuers and among the securities of issuers located in approximately 10 to 30 countries. However, during any period when the Advisers believe the
non-U.S. market is unattractive, as a defensive measure, the Fund may temporarily invest up to 80% of its managed assets in the securities of U.S. issuers.
The Advisers believe that the
use of leverage may provide positive absolute return in the long term and potentially increased income and may thereby be beneficial to shareholders. The portfolio management team anticipates using leverage in the
amount of approximately 20% of the Fund's total assets, under normal market conditions. The Fund's portfolio management team currently intends to use leverage opportunistically. Depending on market conditions, the
portfolio management team may choose not to use any leverage or may instead borrow more than 20% of the Fund's total assets (but not to exceed 33 1/3%).
The Fund 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. See "Leverage."
Generally, securities will be
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 Fund does not have a limit on investments in illiquid 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 managed 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.
The Advisers 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,
| abrdn Global Premier Properties Fund
| 31
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 Advisers'
recommendations and the portfolio managers' decisions are subjective.
Investment Securities
Real Estate Securities
Under normal market
conditions, the Fund intends to invest substantially all but not less than 80% of its managed assets in common stocks, preferred securities, warrants and convertible securities issued by domestic and foreign issuers,
including REITs, which are principally engaged in the real estate industry or real estate financing or which control significant real estate assets. For purposes of the Fund's investment policies, the Fund considers
an issuer to be principally engaged in the real estate industry, real estate financing or control significant real estate assets if it: (i) derives at least 50% of its revenues from the ownership, construction,
financing, management or sale of commercial, industrial or residential real estate; or (ii) has at least 50% of its assets invested in such real estate.
Common Stocks
The Fund will invest 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 more risky 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.
Real Estate Investment Trusts
The Fund will 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 (with respect to U.S. real estate), 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 U.S. federal income tax rates applicable to qualified dividends under the Code.
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 company's board 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 Advisers 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 U.S. income tax rates, and in the dividends received deduction for corporate
taxpayers or the lower rates applicable to certain dividends.
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Additional Information Regarding the
Fund (Unaudited) (continued)
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
Under normal circumstances,
the Fund expects to invest between 20% and 80% of its managed assets in securities of issuers located in foreign countries, concentrating on those which are principally engaged in the real estate industry, real estate
financing or which control significant real estate assets. The Fund will invest in foreign securities, including direct investments in securities of foreign issuers and investments in depository 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 Advisers' 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, 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 exchange-traded funds ("ETFs") as described below).
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 depository 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 U.S. 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 35%
of its managed assets in securities of issuers located in emerging markets. The risks of foreign investments described above apply to an even greater extent to investments in emerging markets. The Fund uses the MSCI
Emerging Markets Index methodology to determine which countries are considered 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
| abrdn Global Premier Properties Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
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 U.S. federal income tax rates applicable to qualified dividends under the Code.
ETFs
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. Many ETFs are passively managed. ETFs' 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 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 Advisers, 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 Advisers consider 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 will invest 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
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Additional Information Regarding the
Fund (Unaudited) (continued)
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 10% of its managed assets in debt securities rated below investment grade (i.e., securities rated lower than Baa by Moody's Investors Service, Inc. or lower than BBB by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc.), or their equivalent as determined by the Advisers. 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 does not have a
limit on investments 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 Advisers determine 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.
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. The Fund may also invest in securities of other investment companies (such as exchange-traded funds and other closed-end investment management companies) that invest in securities in which the Fund may
invest, subject to the limits of the 1940 Act. The Fund will limit its investment in securities issued by other investment companies so that not more than 3% of the outstanding voting stock of any one investment
company will be owned by the Fund, or its affiliated persons, as a whole in accordance with the 1940 Act and applicable federal securities laws. To the extent the Fund invests in another investment company, the
Fund will bear its pro rata portion of the other investment company's expenses, including advisory fees.
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Additional Information Regarding the
Fund (Unaudited) (continued)
These expenses would be in addition to
the expenses, including advisory fees, that the Fund bears in connection with its own operations.
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 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.
The Fund may sell short
individual stocks, baskets of stocks or ETFs, which the Fund expects to underperform other stocks which the Fund holds. For hedging purposes, the Fund may purchase or sell short future contracts on global equity
indices. The Fund anticipates that its short positions, if any, would be in non-dividend paying securities or would be closed out before the underlying security's ex-dividend date. Based on these anticipated trading
practices, the Fund expects not to have expenses associated with its short sales of securities, if any. When a cash dividend is declared on a security for which the Fund holds a short position, the Fund incurs the
obligation to pay an amount equal to that dividend to the lender of the shorted security. By closing out the short position prior to the ex-dividend date, such dividend expenses are avoided. The Fund's actual dividend
expenses paid on securities sold short may be significantly higher than 0% of its managed assets due to, among other factors, the actual extent of the
Fund's short positions (which may range from
0% to 20% of managed assets), the actual dividends paid with respect to the securities the Fund sells short, and the actual timing of the Fund's short sale transactions, each of which may vary over time and from time
to time.
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.
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, the Advisers are under no obligation to utilize short sales at all.
The requirements of the 1940
Act and the Code provide that the Fund not make a short sale if, after giving effect to such sale, the market value of all securities sold short by the Fund exceeds 30% of the value of its managed assets; however, 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 managed assets.
Options on Securities
In order to hedge against
adverse market shifts, the Fund may utilize up to 10% of its managed 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.,
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Additional Information Regarding the
Fund (Unaudited) (continued)
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.
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 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 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 managed 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 managed 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 Advisers to predict correctly changes in the
relationship of the underlying index to the Fund's portfolio holdings. No assurance can be given that the Advisers' judgment in this respect will be correct.
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Additional Information Regarding the
Fund (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 Fund has claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act (the "CEA") and, 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 temporarily invest all or a substantial portion of its managed 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 Securities – 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.
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. 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 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
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Additional Information Regarding the
Fund (Unaudited) (continued)
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 Advisers do 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.
Leverage
The Advisers believe 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 the
amount of approximately 20% of the Fund's total assets, under normal market conditions. The Fund's portfolio management team currently intends to use leverage opportunistically. Depending on market conditions, the
portfolio management team may choose not to use any leverage or may instead borrow more than 20% of the Fund's total assets (but not to exceed 33 1/3%).
The Fund intends to use
leverage through borrowing from a credit facility. The Fund is permitted to engage in other transactions, such as
issuance of debt securities or preferred
securities, which have the effect of leverage, but currently has no intention to do so.
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 also may incur leverage through the use of investment management techniques (e.g., selling short, "uncovered" sales of put and call options, futures contracts and options on futures contracts).
Changes in the value of the
Fund's portfolio (including investments bought with amounts borrowed) will be borne entirely by the shareholders. If leverage is used and there is a net decrease (or increase) in the value of the Fund's investment
portfolio, the leverage will decrease (or increase) the net asset value per share to a greater extent than if the Fund were not leveraged. During periods in which the Fund uses leverage, the fees paid to the Adviser
for investment advisory services (which are effectively borne by the common shareholders and not holders of the Fund's leverage) 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 managed assets, including the amount obtained from leverage, which may create an incentive to leverage the Fund.
The 1940 Act generally
prohibits the Fund from engaging in most forms of leverage representing indebtedness other than preferred shares unless immediately after such incurrence the Fund's total assets less all liabilities and indebtedness
not represented by senior securities (for these purposes, "total net assets") is at least 300% of the aggregate senior securities representing indebtedness (i.e., the use of leverage through senior securities
representing indebtedness may not exceed 33 1/3% of the Fund's total net assets (including the proceeds from leverage)). Additionally, under the 1940 Act, the Fund generally may not declare any dividend or other
distribution upon any class of its capital shares, or purchase any such capital shares, unless at the time of such declaration or purchase, this asset coverage test is satisfied. If the Fund borrows, the Fund intends,
to the extent possible, to prepay all or a portion of the principal amount of the borrowing to the extent necessary in order to maintain the required asset coverage. Failure to maintain certain asset coverage
requirements could result in an event of default and entitle the debt holders to elect a majority of the board of trustees. The Fund may be subject to certain restrictions imposed by either guidelines of one or more
rating agencies which may issue ratings for borrowings or, if the Fund borrows from a lender, by the lender. These restrictions may impose asset coverage or portfolio composition requirements that are more stringent
than those currently imposed on the Fund by the 1940 Act. It is not anticipated that these restrictions will impede the Advisers from managing the Fund's portfolio in accordance with the Fund's investment objectives
and policies. In addition to other
| abrdn Global Premier Properties Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
considerations, to the extent that the Fund
believes that the guidelines required by the rating agencies would impede its ability to meet its investment objectives, or if the Fund is unable to obtain the expected rating on the borrowings, the Fund will not use
borrowings.
With respect to asset
coverage for preferred shares, under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance the value of the Fund's total net assets (as defined above) is at least
200% of the liquidation value of the outstanding preferred shares and the newly issued preferred shares plus the aggregate amount of any senior securities of the Fund representing indebtedness (i.e., such liquidation
value plus the aggregate amount of senior securities representing indebtedness may not exceed 50% of the Fund's total net assets). In addition, the Fund is not permitted to declare any cash dividend or other
distribution on its Common Shares unless, at the time of such declaration, the value of the Fund's total net assets (determined after deducting the amount of such dividend or other distribution) satisfies the
above-referenced 200% coverage requirement.
The Fund will pay, and common
shareholders will effectively bear, any costs and expenses related to any borrowings and to any issuance and ongoing maintenance of preferred shares or commercial paper. Such costs and expenses would include the
higher investment advisory fee resulting from the use of such leverage. See "Risk Factors – Leverage Risk." The terms of any preferred shares, including their dividend rate, voting rights, liquidation preference
and redemption provisions, would be determined by the Board of Trustees (subject to applicable law and the Fund's Declaration of Trust) if and when it authorizes the preferred shares.
Capital, if any, raised
through leverage will be subject to dividend or interest payments, which may exceed the income and appreciation on the assets purchased. The issuance of preferred shares or entering into a borrowing program involves
expenses and other costs and may limit the Fund's freedom to pay dividends on common shares or to engage in other activities. The issuance of a class of preferred shares or the incurrence of other borrowings creates
an opportunity for greater return per common share, but at the same time such leveraging is a speculative technique in that it will increase the Fund's exposure to capital risk. Unless the income and appreciation, if
any, on assets acquired with leverage proceeds exceed the associated costs of such borrowings (and other Fund expenses), the use of leverage would diminish the investment performance of the Fund's common shares
compared with what it would have been without leverage. See "Risk Factors – Leverage Risk."
If utilized, successful use
of a leveraging strategy may depend on the Advisers' ability to predict correctly interest rates and market movements, and there is no assurance that a leveraging strategy would be successful during any period in
which it is employed.
In addition to borrowing, the Fund may use a
variety of additional strategies that would be viewed as potentially adding leverage to the portfolio, subject to rating agency limitations. These include the sale of credit default swap contracts and the use of other
derivative instruments. By adding additional leverage, these strategies have the potential to increase returns to shareholders, but also involve additional risks. Additional leverage will increase the volatility of
the Fund's investment portfolio and could result in larger losses than if the strategies were not used. However, to the extent that the Fund enters into offsetting transactions or owns positions covering its
obligations, the leveraging effect is expected to be minimized or eliminated.
During any time in which the
Fund is utilizing leverage, the fees paid to the Adviser for services will be higher than if the Fund did not utilize leverage because the fees paid will be calculated based on the Fund's managed assets which includes
amounts borrowed for leverage purposes.
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 balanced 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.
Management Risk
The Fund's ability to achieve
its investment objectives is directly related to the Advisers' investment strategies for the Fund. The value of your investment in the Fund's common shares may vary with the effectiveness of the research and analysis
conducted by the Advisers and their ability to identify and take advantage of attractive investment opportunities. If the investment strategies of the Advisers do not produce the expected results, the value of your
investment could be diminished or even lost entirely, and the Fund could underperform the market or other funds with similar investment objectives. Additionally, there can be no assurance that all of the personnel of
the Advisers will continue to be associated with Advisers for any length of time. The loss of the services of one or more key employees of the Advisers could have an adverse impact on the Fund's ability to realize its
investment objectives.
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
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| abrdn Global Premier Properties Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
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.
Real Estate Securities Risks
Because the Fund will
concentrate its investments in the securities of issuers linked to the real estate market, its portfolio may experience more volatility and be exposed to greater risk than a more well diversified portfolio. The value
of the Fund's common shares will be affected by factors affecting the value of real estate and the earnings of companies engaged in the real estate industry. These factors include, among others, (i) changes in general
economic and market conditions; (ii) changes in the value of real estate properties; (ii) risks related to local economic conditions, overbuilding and increased competition; (iii) increases in property taxes and
operating expenses; (iv) changes in zoning laws; (v) casualty and condemnation losses; (vi) variations in rental income, neighborhood values or the appeal of property to tenants; and (vii) changes in interest rates.
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 other investments as well (such as loans, securitized debt and other fixed income instruments). 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. Many real estate companies
utilize leverage, which increases investment risk and could adversely affect a
company's operations and market value in
periods of rising interest rates. The value of securities of companies in the real estate industry may go through cycles of relative under performance and out performance in comparison to equity securities markets in
general.
There are also special risks
associated with particular sectors of real estate investments:
| •
| Retail Properties. Retail properties are affected by the overall health of the economy and may be adversely affected by, among other things, the growth of alternative forms of retailing, bankruptcy, departure
or cessation of operations of a tenant, a shift in consumer demand due to demographic changes, changes in spending patterns and lease terminations.
|
| •
| Office Properties. Office properties are affected by the overall health of the economy, and other factors such as a downturn in the businesses operated by their tenants, obsolescence and
non-competitiveness.
|
| •
| Hotel Properties. The risks of hotel properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be
offset by increases in revenues, dependence on business and commercial travelers and tourism, increases in fuel costs and other expenses of travel, and adverse effects of general and local economic conditions. Hotel
properties tend to be more sensitive to adverse economic conditions and competition than many other commercial properties.
|
| •
| Healthcare Properties. Healthcare properties and healthcare providers are affected by several significant factors, including federal, state and local laws governing licenses, certification, adequacy of care,
pharmaceutical distribution, rates, equipment, personnel and other factors regarding operations, continued availability of revenue from government reimbursement programs and competition on a local and regional basis.
The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility or receive government reimbursements.
|
| •
| Multifamily Properties. The value and successful operation of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management team, the level of
mortgage rates, the presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or other laws affecting such properties.
|
| •
| Community Shopping Centers. Community center properties are dependent upon the successful operations and financial condition of their tenants, particularly certain of their major tenants, and could be adversely
affected by bankruptcy of those tenants. In some cases a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy could cause significant revenue loss. Like others in the
commercial real estate industry, community centers are subject to environmental risks and interest rate risk. They also face the need to enter into new leases or renew leases on favorable terms to generate rental
revenues. Community center properties could be adversely affected by
|
| abrdn Global Premier Properties Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
|
| changes in the local markets where their properties are located, as well as by adverse changes in national economic and market conditions.
|
| •
| Self-Storage Properties. The value and successful operation of a self-storage property may be affected by a number of factors, such as the ability of the management team, the location of the property, the presence
of competing properties, changes in traffic patterns and effects of general and local economic conditions with respect to rental rates and occupancy levels.
|
| •
| Industrial Properties. Industrial properties typically include warehouses, depots, storage, factories, logistics and distributions. Factors such as vacancy, tenant mix, lease term, property condition and design,
redevelopment opportunities and property location could adversely affect the value and operation of industrial properties.
|
| •
| Towers Companies. Cell towers and wireless services have seen an increased demand in recent years. However, owners and operators of towers may be subject to, and therefore must comply with, environmental
laws that impose strict, joint and several liability for the cleanup of on-site or off-site contamination and related personal injury or property damage.
|
| •
| Data Centers Properties. Data centers facilities house an organization’s most critical and proprietary assets. Therefore, operation of data centers properties depends upon the demand for technology-related
real estate and global economic conditions that could adversely affect companies’ abilities to lease, develop or renew leases. Declining real estate valuations and impairment charges could adversely affect
earnings and financial condition of data center properties.
|
| •
| Net Lease Properties. Net lease properties require the tenant to pay (in addition to the rent) property taxes, insurance, and maintenance on the property. Tenant’s ability to pay rent, interest rate
fluctuations, vacancy, property location, length of the lease are only few of the risks that could affect net lease properties operations.
|
Other factors may contribute to
the risk of real estate investments:
| •
| Development Issues. Certain real estate companies may engage in the development or construction of real estate properties. These companies in which the Fund invests ("portfolio companies") are exposed to a
variety of risks inherent in real estate development and construction, such as the risk that there will be insufficient tenant demand to occupy newly developed properties, and the risk that prices of construction
materials or construction labor may rise materially during the development.
|
| •
| Lack of Insurance. Certain of the portfolio companies may fail to carry comprehensive liability, fire, flood, earthquake extended coverage and rental loss insurance, or insurance in place may be subject to
various policy specifications, limits and deductibles. Should any type of uninsured loss occur, the portfolio company could lose its investment in, and anticipated profits and cash flows from, a number of properties
and, as a result, adversely affect the Fund's investment performance.
|
| •
| Financial Leverage. Global real estate companies may be highly leveraged and financial covenants may affect the ability of global real estate companies to operate effectively.
|
| •
| Environmental Issues. In connection with the ownership (direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances, a portfolio company may be
considered an owner, operator or responsible party of such properties and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and
liabilities for injuries to persons and property. The existence of any such material environmental liability could have a material adverse effect on the results of operations and cash flow of any such portfolio
company and, as a result, the amount available to make distributions on shares of the Fund could be reduced.
|
| •
| Recent Events. The value of real estate is particularly susceptible to acts of terrorism and changes in foreign and domestic conditions and recent market events.
|
| •
| Acts of God and Geopolitical Risks. The performance of certain investments could be affected by acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not
limited to, natural disasters, public health emergencies (including any outbreak or threat of SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism,
social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level
and volatility of security prices and liquidity of any investments. Unexpected volatility could impair an investment’s profitability or result in it suffering losses. Economies and financial markets throughout
the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other
countries or regions.
|
The extent
of the impact of any such disruption on the Fund will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact
of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local
supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, the Advisers' ability to
source, manage and divest investments, and the Advisers' ability to achieve the Fund's investment objectives, ultimately resulting in significant losses to investors. In addition, there is a risk that a long
disruption will significantly impact the operations of the Advisers, the Fund, and its portfolio investments, or even temporarily or permanently halt their operations.
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Additional Information Regarding the
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| •
| REIT Tax Issues. See "REIT Risk" below.
|
| •
| Financing Issues. Financial institutions in which the Fund may invest are subject to extensive government regulation. This regulation may limit both the amount and types of loans and other financial
commitments a financial institution can make, and the interest rates and fees it can charge. In addition, interest and investment rates are highly sensitive and are determined by many factors beyond a financial
institution's control, including general and local economic conditions (such as inflation, recession, money supply and unemployment) and the monetary and fiscal policies of various governmental agencies such as the
Federal Reserve Board. These limitations may have a significant impact on the profitability of a financial institution since profitability is attributable, at least in part, to the institution's ability to make
financial commitments such as loans. Profitability of a financial institution is largely dependent upon the availability and cost of the institution's funds, and can fluctuate significantly when interest rates
change.
|
Common Stock Risk
The Fund will invest a
significant portion of its managed assets in common stocks. Common stocks represent an ownership interest in a company. The Fund may also invest in securities that can be exercised for or converted into common stocks
(such as convertible preferred stock). Common stocks and similar equity securities are more volatile and more risky than some other forms of investment. Therefore, the value of your investment in the Fund may
sometimes decrease instead of increase. Common stock prices fluctuate for many reasons, including changes in investors' perceptions of the financial condition of an issuer, the general condition of the relevant stock
market or when political, geopolitical, social or economic events affecting the issuer occur. In addition, common stock prices may be sensitive to rising interest rates, as the costs of capital rise for issuers.
Because convertible securities can be converted into equity securities, their values will normally increase or decrease as the values of the underlying equity securities increase or decrease. The common stocks in
which the Fund will invest 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.
REIT Risk
Investments in REITs will
subject the Fund to various risks. The first, real estate industry risk, is the risk that 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. REITs are also subject to heavy cash flow dependency, defaults by borrowers and
self liquidation.
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.
REITs can be classified as
equity REITs, mortgage REITs and hybrid REITs. Equity REITs invest primarily in real property and earn rental income from leasing those properties. They may also realize gains or losses from the sale of properties.
Equity REITs will be affected by conditions in the real estate rental market and by changes in the value of the properties they own. Mortgage REITs invest primarily in mortgages and similar real estate interests and
receive interest payments from the owners of the mortgaged properties. They are paid interest by the owners of the financed properties. Mortgage REITs will be affected by changes in creditworthiness of borrowers and
changes in interest rates. Hybrid REITs invest both in real property and in mortgages. Equity and mortgage REITs are dependent upon management skills, may not be diversified and are subject to the risks of financing
projects.
Dividends paid by REITs will
not generally qualify for the reduced U.S. federal income tax rates applicable to qualified dividends under the Code.
The Fund's investment in
REITs may include an additional risk to shareholders. Some or all of a REIT's annual distributions to its investors may constitute a non-taxable return of capital. Any such return of capital will generally reduce the
Fund's basis in the REIT investment, but not below zero. To the extent the distributions from a particular REIT exceed the Fund's basis in such REIT, the Fund will generally recognize gain. In part because REIT
distributions often include a nontaxable return of capital, Fund distributions to shareholders may also include a nontaxable return of capital. Shareholders that receive such a distribution will also reduce their tax
basis in their shares of the Fund, but not below zero. To the extent the distribution exceeds a shareholder's basis in the Fund shares, such shareholder will generally recognize capital gain.
| abrdn Global Premier Properties Fund
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Additional Information Regarding the
Fund (Unaudited) (continued)
The Fund does not have any investment
restrictions with respect to investments in REITs.
Preferred Securities Risk
Investment in preferred
securities carries risks, including credit risk, 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 preferred securities 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 U.S. federal income tax rate applicable to qualified dividends under the Code.
Foreign Securities Risk
The Fund may invest an
unlimited amount of its managed assets in foreign securities. These investments involve certain risks not generally associated with investments in securities of U.S. issuers. Public information available concerning
foreign issuers may be more limited than would be with respect to domestic issuers. Different accounting standards may be used by foreign issuers, and foreign trading markets may not be as liquid as U.S. markets.
Foreign securities also involve such risks as currency fluctuation risk, possible imposition of withholding or confiscatory taxes, possible currency transfer restrictions, expropriation or other adverse political or
economic developments and the difficulty of enforcing obligations in other countries. These risks may be greater in emerging markets and in less developed countries, and these risks are heightened under adverse
economic, market, geopolitical and other conditions. For example, prior governmental approval for foreign investments may be required in some emerging market countries, and the extent of
foreign investment may be subject to
limitation. Dividends paid on foreign securities may not qualify for the reduced U.S. 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 QDI.
Emerging Market Securities
Risk
The Fund may invest up to 35%
of its managed assets in securities of issuers located in "emerging markets." Because of less developed markets and economies and, in some countries, less mature governments and governmental institutions, the risks of
investing in foreign securities can be intensified in the case of investments in issuers domiciled or operating in emerging market countries. These risks include high concentration of market capitalization and trading
volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries; lack of liquidity and greater price volatility due to the
smaller size of the market for such securities and lower trading volume; political and social uncertainties; national policies that may restrict the Fund's investment opportunities including restrictions on investing
in issuers or industries deemed sensitive to relevant national interests; greater risks of expropriation, confiscatory taxation and nationalization; over-dependence on exports, especially with respect to primary
commodities, making these economies vulnerable to changes in commodities prices; overburdened infrastructure and obsolete or unseasoned financial systems; environmental problems; less developed legal systems; and less
reliable custodial services and settlement practices. 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. Dividends paid by issuers in emerging market
countries will generally not qualify for the reduced U.S. federal income tax rates applicable to qualified dividends under the Code.
Foreign Currency Risk
Although the Fund will report
its net asset value and pay expenses and distributions in U.S. dollars, the Fund intends to invest in foreign securities denominated or quoted in currencies other than the U.S. dollar. Therefore, changes in foreign
currency exchange rates will affect the U.S. dollar value of the Fund's investment securities and the net asset value of its shares. For example, even if securities prices are unchanged on their primary foreign stock
exchange, the Fund's net asset value may change because of a change in the rate of exchange between the U.S. dollar and the trading currency of that primary foreign stock exchange. The currencies of certain countries
in which the Fund invests are more volatile than those of other countries and,
| 44
| abrdn Global Premier Properties Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
therefore, the Fund's investments related to
those countries may be more adversely impacted by currency rate fluctuations. Generally, if a foreign currency depreciates against the U.S. dollar (i.e., if the U.S. dollar strengthens), the value of the existing
investment in the securities denominated in that currency will decline. When a given currency appreciates against the U.S. dollar (i.e., if the U.S. dollar weakens), the value of the existing investment in the
securities denominated in that currency will rise. Certain foreign countries may impose restrictions on the ability of foreign securities issuers to make payments of principal and interest to investors located outside
of the country, due to a blockage of foreign currency exchanges or otherwise.
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. The Funds may be an appealing
target for cybersecurity threats such as hackers and malware.
Small and Medium Capitalization
Company Risk
The Fund will concentrate its
investments in real estate related securities. Many issuers of real estate securities are small or medium capitalization companies which may be newly formed or have limited product lines, distribution channels and
financial and managerial resources. The risks associated with these investments are generally greater than those associated with investments in the securities of larger, more well-established companies. This may cause
the Fund's share price to be more volatile when compared to investment companies that focus only on large capitalization companies. Securities of small or medium capitalization companies are more likely to experience
sharper swings in market values, less liquid markets, in which it may be more difficult for the Advisers to sell at times and at prices that the Advisers believe appropriate and generally are more volatile than those
of larger companies. Compared to large companies, smaller 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, the equity securities of smaller companies are often traded over-the-counter and generally experience a lower trading
volume than is typical for securities that are traded on a national securities exchange. Consequently, the Fund may be required to dispose of these securities over a longer period of time (and potentially at less
favorable prices) than would be the case for securities of larger
companies, offering greater potential for gains
and losses and associated tax consequences.
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
Net asset value of the common
shares will be reduced immediately following the initial offering by the amount of the sales load and offering expenses paid by the Fund. Shares of closed-end management investment companies often trade at a discount
from their net asset value, and the Fund's common shares may likewise trade at a discount from net asset value. The trading price of the Fund's common shares may be less than the public offering price. This risk may
be greater for investors who sell their shares in a relatively short period of time after the completion of the offering. The returns earned by the Fund's shareholders who sell their common shares below net asset
value will be reduced. Although it has no current intention to do so, the Fund may utilize leverage, which would magnify the market risk. See "Effects of Leverage."
Qualified Dividend Tax Risk
There can be no assurance as
to what portion of the distributions paid to the Fund's shareholders will consist of tax-advantaged QDI 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.
Short Sale Risk
The Fund is permitted to
engage in short sales of securities. 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
| abrdn Global Premier Properties Fund
| 45
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 price of the shorted security decreases. However, if the underlying security goes up in price during the period in 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 shorted security.
The Fund would also incur
increased transaction costs associated with selling securities short.
Fixed Income Securities Risk
The Fund may invest in fixed
income securities. Fixed income securities are subject to credit risk and market risk. Credit risk is the risk of the issuers inability to meet its principal and interest payment obligations. Market risk is the risk
of price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. There is no limitation on the maturities of fixed income
securities in which the Fund invests. Securities having longer maturities generally involve greater risk of fluctuations in value resulting from changes in interest rates.
Investments in Undervalued
Securities
The Fund's investment
strategy includes investing in securities, which, in the opinion of the Advisers, 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.
Leverage Risk
Leverage, to the extent it is
used, 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 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 and the Advisers currently do not believe that these restrictions would significantly impact their management of the Fund.
The Advisers in their 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
Advisers 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.
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
| 46
| abrdn Global Premier Properties Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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 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. Certain markets in foreign
currency options are relatively new, and 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 Advisers, 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.
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 market for options on foreign currency futures contracts is relatively new. 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.
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. There can be no assurance that
rates will remain at these levels. 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
| abrdn Global Premier Properties Fund
| 47
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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
Illiquid securities are
securities that are not readily marketable, and include 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
by the Advisers or at prices approximating the fair market value of the securities, as determined by the Advisers. 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.
Inflation Risk
Inflation risk is the risk
that the purchasing power of assets or income from investment will be worth less in the future, as inflation decreases the value of money. As inflation increases, the real value of the
common shares and distributions thereon can
decline. In addition, during any periods of rising inflation, dividend rates of any preferred shares of the Fund would likely increase, which would tend to further reduce returns to common shareholders.
Risks of Derivative
Investments
The Fund may invest in
derivative instruments as described in the Fund's prospectus and the 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 Advisers are 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 Advisers' attempt to hedge portfolio risks through the use of derivative instruments may not be successful, and the Advisers 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
| 48
| abrdn Global Premier Properties Fund
|
Additional Information Regarding the
Fund (Unaudited) (continued)
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.
Valuation Risk
The price that the Fund could
receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a
fair valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could
realize a greater than expected loss or lesser than expected gain upon the sale of the investment. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by
pricing services or other third-party service providers.
Market Events Risk
The market values of
securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by
the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, investor sentiment and other factors that may or may not be related to the
issuer of the security or
other asset. Economies and financial markets
throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, actual or threatened wars or other armed conflicts (such as the Russia/Ukraine and
Israel/Hamas conflicts), terrorism, natural disasters, public health issues such as pandemics or epidemics, 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.
Europe Related Risk. A number of countries in Europe have experienced severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to
restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have
needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. These
difficulties may continue, worsen or spread within and outside Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may
result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse
effects on economies, financial markets and asset valuations around the world.
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
(i) 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 (ii) 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, or any rule, order or interpretation thereunder;
|
| abrdn Global Premier Properties Fund
| 49
|
Additional Information Regarding the
Fund (Unaudited) (continued)
| 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 managed assets, invest more than 5% of its managed 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.
|
| 9.
| Invest less than 80% of its managed assets in the securities of companies engaged principally in the real estate industry or real estate financing or which control significant real estate assets;
|
|
| however, the Fund may temporarily invest less than 25% of the value of its assets in such securities during periods of adverse economic conditions in the real estate industry.
|
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 the 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 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
| (14.3%)
| (8.0%)
| (1.7%)
| 4.6%
| 11.0%
|
Based on estimated
indebtedness of $78,810,019 (representing approximately 20.8% of the Fund's Managed Assets as of October 31, 2023), and 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 1.3% 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
| 50
| abrdn Global Premier Properties Fund
|
Additional Information Regarding the
Fund (Unaudited) (concluded)
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 objectives 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 Advisers' assessment of the yield curve environment, interest rate trends, market conditions and other factors.
| abrdn Global Premier Properties Fund
| 51
|
Dividend Reinvestment and Optional Cash Purchase
Plan (Unaudited)
The Fund intends to distribute to
shareholders substantially all of its net investment income and to distribute any net realized capital gains at least annually. Net investment income for this purpose is income other than net realized long-term and
short-term capital gains net of expenses. Pursuant to the Dividend Reinvestment and Optional Cash Purchase Plan (the “Plan”), shareholders whose shares of common stock are registered in their own names
will be deemed to have elected to have all distributions automatically reinvested by Computershare Trust Company N.A. (the “Plan Agent”) in the Fund shares pursuant to the Plan, unless such shareholders
elect to receive distributions in cash. Shareholders who elect to receive distributions in cash will receive such distributions paid by check in U.S. Dollars mailed directly to the shareholder by the Plan Agent, as
dividend paying agent. In the case of shareholders such as banks, brokers or nominees that hold shares for others who are beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares
certified from time to time by the shareholders as representing the total amount registered in such shareholders’ names and held for the account of beneficial owners that have not elected to receive
distributions in cash. Investors that own shares registered in the name of a bank, broker or other nominee should consult with such nominee as to participation in the Plan through such nominee and may be required to
have their shares registered in their own names in order to participate in the Plan. Please note that the Fund does not issue certificates so all shares will be registered in book entry form. The Plan Agent serves as
agent for the shareholders in administering the Plan. If the Trustees of the Fund declare an income dividend or a capital gains distribution payable either in the Fund’s common stock or in cash, nonparticipants
in the Plan will receive cash and participants in the Plan will receive common stock, to be issued by the Fund or purchased by the Plan Agent in the open market, as provided below. If the market price per share (plus
expected per share fees) on the valuation date equals or exceeds NAV per share on that date, the Fund will issue new shares to participants at NAV; provided, however, that if the NAV is less than 95% of the market
price on the valuation date, then such shares will be issued at 95% of the market price. The valuation date will be the payable date for such distribution or dividend or, if that date is not a trading day on the NYSE,
the immediately preceding trading date. If NAV exceeds the market price of Fund shares at such time, or if the Fund should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent
will, as agent for the participants, buy Fund shares in the open market, on the NYSE or elsewhere, for the participants’ accounts on, or shortly after, the payment date. If, before the Plan Agent has completed
its purchases, the market price exceeds the NAV of the Fund share, the average per share purchase price paid by the Plan Agent may exceed the NAV of the Fund’s shares, resulting in the acquisition of fewer
shares than if the distribution had been paid in shares issued by the Fund on the dividend payment date. Because of
the foregoing difficulty with respect to
open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium
during the purchase period, the Plan Agent will cease making open-market purchases and will receive the uninvested portion of the dividend amount in newly issued shares at the close of business on the last purchase
date.
Participants have the option
of making additional cash payments of a minimum of $50 per investment (by check, one-time online bank debit or recurring automatic monthly ACH debit) to the Plan Agent for investment in the Fund’s common stock,
with an annual maximum contribution of $250,000. The Plan Agent will wait up to three business days after receipt of a check or electronic funds transfer to ensure it receives good funds. Following confirmation of
receipt of good funds, the Plan Agent will use all such funds received from participants to purchase Fund shares in the open market on the 25th day of each month or the next trading day if the 25th is not a trading
day.
If the participant sets up
recurring automatic monthly ACH debits, funds will be withdrawn from his or her U.S. bank account on the 20th of each month or the next business day if the 20th is not a banking business day and invested on the next
investment date. The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in an account, including information needed by shareholders for personal and tax
records. Shares in the account of each Plan participant will be held by the Plan Agent in the name of the participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan. There
will be no brokerage charges with respect to common shares issued directly by the Fund. However, each participant will pay a per share fee of $0.02 incurred with respect to the Plan Agent’s open market purchases
in connection with the reinvestment of dividends, capital gains distributions and voluntary cash payments made by the participant. Per share fees include any applicable brokerage commissions the Plan Agent is required
to pay.
Participants also have the
option of selling their shares through the Plan. The Plan supports two types of sales orders. Batch order sales are submitted on each market day and will be grouped with other sale requests to be sold. The price will
be the average sale price obtained by Computershare’s broker, net of fees, for each batch order and will be sold generally within 2 business days of the request during regular open market hours. Please note that
all written sales requests are always processed by Batch Order. ($10 and $0.12 per share). Market Order sales will sell at the next available trade. The shares are sold real time when they hit the market, however an
available trade must be presented to complete this transaction. Market Order sales may only
| 52
| abrdn Global Premier Properties Fund
|
Dividend Reinvestment and Optional Cash Purchase
Plan (Unaudited) (concluded)
be requested by phone at 1-800-647-0584 or
using Investor Center through www.computershare.com/buyaberdeen. ($25 and $0.12 per share).
The receipt of dividends and
distributions under the Plan will not relieve participants of any income tax that may be payable on such dividends or distributions. The Fund or the Plan Agent may terminate the Plan as applied to any voluntary cash
payments made and any dividend or distribution paid subsequent to notice of the termination sent to members of the Plan at least 30 days prior to the record date for such dividend or distribution. The Plan also may be
amended by
the Fund or the Plan Agent, but (except when
necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority) only by mailing a written notice at least 30 days prior to
the effective date to the participants in the Plan. All correspondence concerning the Plan should be directed to the Plan Agent by phone at 1-800-647-0584, using Investor Center through www.computershare.com/buyaberdeen or in writing to Computershare Trust Company N.A., P.O. Box 43006, Providence, RI 02940-3078.
| abrdn Global Premier Properties Fund
| 53
|
Management of the Fund (Unaudited)
As of October 31, 2023
The names, years of birth and
business addresses of the Board Members and officers of the Fund 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 Fund or the Fund's Advisers are included in the table below under the heading “Interested Board Members.” Board Members who are not interested persons, as described above, are
referred to in the table below under the heading “Independent Board Members.” abrdn Inc., its parent company 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 Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
| Interested Board Members
|
|
|
|
|
|
Stephen Bird†
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1967
| Class III Trustee
| Term 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.
|
| 54
| abrdn Global Premier Properties Fund
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2023
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
| 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.
|
| abrdn Global Premier Properties Fund
| 55
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2023
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office
and Length of
Time Served
| Principal Occupation(s)
During at Least the Past Five Years
| Number of Registered
Investment Companies
("Registrants") consisting
of Investment Portfolios
("Portfolios") in
Fund Complex*
Overseen by
Board Members
| Other
Directorships
Held by
Board Member**
|
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.
|
| 56
| abrdn Global Premier Properties Fund
|
Management of the Fund (Unaudited) (continued)
As of October 31, 2023
Officers of the Fund
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During at Least the Past Five Years
|
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.
|
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.
|
Sharon Ferrari**
co abrdn Inc.
1900 Market Street
Suite 200
Philadelphia, PA 19103
Year of Birth: 1977
| Treasurer and Chief Finacial 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.
|
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.
|
Svitlana Gubriy**
co abrdn
6 St Andrew Square
Edinburgh
EH2 2BD
Year of Birth: 1972
| Vice President
| Since 2018
| Currently, Head of Listed Funds – Real Estate Global Investment Strategy at abrdn. Ms. Gubriy joined abrdn in 2005.
|
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.
|
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.
|
| abrdn Global Premier Properties Fund
| 57
|
Management of the Fund (Unaudited) (concluded)
As of October 31, 2023
Name, Address and
Year of Birth
| Position(s) Held
with the Fund
| Term of Office*
and Length of
Time Served
| Principal Occupation(s) During at Least the Past Five Years
|
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.
| 58
| abrdn Global Premier Properties Fund
|
[THIS PAGE INTENTIONALLY LEFT BLANK]
[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
Investment Sub-Adviser
abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA19103
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
Premier Properties Fund are traded on the NYSE under the symbol “AWP”. Information about the Fund’s net asset value and market price is available at www.abrdnawp.com.
This report, including
the financial information herein, is transmitted to the shareholders of abrdn Global Premier Properties 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 Global Premier Properties 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 | |
$ | 56,500 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Percentage approved pursuant to pre-approval exception5 | |
| 0 | % | |
| 0 | % | |
| 0 | % | |
| 0 | % |
| October 31, 2022 | |
$ | 54,390 | | |
$ | 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.
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. |
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 Real Estate team.
The Global Real Estate 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 |
|
Svitlana Gubriy
Head of Indirect Real Assets |
Svitlana Gubriy is Head of Indirect Real Assets at abrdn. abrdn’s Indirect Real Assets comprises global listed real estate, real estate multi-manager and indirect infrastructure platforms within the wider Real Assets team that manages over $70bn of real estate and infrastructure assets globally. Svitlana is responsible for the team based in Boston, London, Edinburgh, Singapore and Hong Kong managing the indirect real assets’ investments across a number of global and regional mandates. In addition, Svitlana has primary responsibilities for managing investments, identifying new investment opportunities and implementing our strategy for a number listed real estate strategies. Prior to joining the company in 2005, Ms. Gubriy worked in the real estate investment banking division of Lehman Brothers in New York. Svitlana graduated with a Diploma with Honours in Applied Mathematics, an MA in Applied Economics and an MBA in Finance and Corporate Accounting. Svitlana also holds the Investment Management Certificate (IMC). |
|
Bill Pekowitz
REIT Analyst/Portfolio Manager, Indirect Real Assets |
Bill Pekowitz is a REIT Analyst/Portfolio Manager at abrdn. He is responsible for providing research and analysis of the North American real estate market. In this capacity, Bill is responsible for fundamental equity research of listed real estate companies, as well as analysis of underlying property markets across the region. In addition, he co-manages the Manulife Global Real Estate Unconstrained Fund and the Aberdeen Realty Income and Growth Fund, and his responsibilities include making investment recommendations and identifying new investment opportunities for the funds. Mr. Pekowitz joined the firm in 2012 as a part of Standard Life (which merged in August 2017 with the Adviser’s parent company to form what is now abrdn plc). Mr. Pekowitz has significant investment experience, initially working as an equity analyst for Value Line Inc.’s research department, before joining Prudential Equity Group as an associate analyst for REITs in 2004, and finally working for Cornerstone Real Estate Advisers from 2006 to 2012 as a senior analyst before joining abrdn in 2012. Bill graduated with a Bachelor of Science in Business and Economics and has completed Level II of the CFA designation. |
(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) | |
| Svitlana Gubriy1 | |
Registered Investment Companies | |
2 | |
$ | 414.52 | |
0 | |
$ | 0 | |
| | |
Pooled Investment Vehicles | |
15 | |
$ | 2,083.20 | |
5 | |
$ | 1,172.51 | |
| | |
Other Accounts | |
4 | |
$ | 166.35 | |
0 | |
$ | 0 | |
| Bill Pekowitz1 | |
Registered Investment Companies | |
2 | |
$ | 414.52 | |
0 | |
$ | 0 | |
| | |
Pooled Investment Vehicles | |
15 | |
$ | 2,083.20 | |
5 | |
$ | 1,172.51 | |
| | |
Other Accounts | |
4 | |
$ | 166.35 | |
0 | |
$ | 0 | |
1 Includes accounts managed by the Real Estate Global Listed
and Real Estate Multi-Manager investment teams, 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 | |
| | |
| Svitlana Gubriy | |
| None | |
| Bill Pekowitz | |
| 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, 2022, there were no material
changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
Item 11. Controls and Procedures.
| |
(a) |
The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d15(b)). |
| |
(b) |
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies
Not applicable
Item 13. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
abrdn Global Premier Properties Fund
| |
|
| By: |
/s/ Christian Pittard |
|
|
| |
Christian Pittard, |
|
| |
Principal Executive Officer of |
|
| |
abrdn Global Premier Properties 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 Global Premier Properties Fund |
|
| |
|
| Date: January 8, 2024 |
|
| By: |
/s/ Sharon Ferrari |
|
|
| |
Sharon Ferrari, |
|
| |
Principal Financial Officer of |
|
| |
abrdn Global Premier Properties 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 Global Premier Properties 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 Global Premier Properties 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 Global Premier Properties 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 Global Premier Properties Fund
| /s/
Christian Pittard |
|
| Christian Pittard |
|
| Date: January 8, 2024 |
|
PRINCIPAL FINANCIAL OFFICER
abrdn Global Premier Properties 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
I. Generally
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.
II. Procedures
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 the preparation of this document
has been procured by abrdn for its own use and may have been acted on for its own purpose. The results thus obtained are made
available only coincidentally and the information is not guaranteed as to its accuracy. Some of the information in this document may
contain projections or other forward looking statements regarding future events or future financial performance of countries,
markets or companies. These statements are only predictions and actual events or results may differ materially. The reader must make
their own assessment of the relevance, accuracy and adequacy of the information contained in this document and make such independent
investigations, as they may consider necessary or appropriate for the purpose of such assessment. This material serves to provide
general information and is not meant to be investment, legal or tax advice for any particular investor. No warranty whatsoever is
given and no liability whatsoever is accepted for any loss arising whether directly or indirectly as a result of the reader, any
person or group of persons acting on any information, opinion or estimate contained in this document. abrdn reserves the right to
make changes and corrections to any information in this document at any time, without notice. This material is not to be reproduced
in whole or in part without the prior written consent of abrdn.
Applying ESG and sustainability criteria in the investment process
may result in the exclusion of securities within the universe of potential investments. The interpretation of ESG and sustainability
criteria is subjective meaning that products may invest in companies which similar products do not (and thus perform differently) and
which do not align with the personal views of any individual investor. Furthermore, the lack of common or harmonized definitions and
labels regarding ESG and sustainability criteria may result in different approaches by managers when integrating ESG and sustainability
criteria into investment decisions. This means that it may be difficult to compare strategies within ostensibly similar objectives and
that these strategies will employ different security selection and exclusion criteria. Consequently, the performance profile of otherwise
similar vehicles may deviate more substantially than might otherwise be expected. Additionally, in the absence of common or harmonized
definitions and labels, a degree of subjectivity is required and this will mean that a product may invest in a security that another
manager or an investor would not. abrdn plc is registered in Scotland (SC286832) at 1 George Street, Edinburgh EH2 2LL.
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