Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund : 2024 Special Proxy Statement

MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND

120 East Liberty Drive, Suite 400 

Wheaton, IL 60187 

1. 765-8000
   

IMPORTANT SHAREHOLDER INFORMATION

We are pleased to enclose a notice, combined proxy statement/prospectus (the "Proxy Statement/Prospectus"), and proxy card(s) for a special meeting of shareholders (the "Special Meeting") relating to Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund, a Massachusetts business trust (the "Acquired Fund"). The Special Meeting is scheduled to be held at the offices of the Acquired Fund's investment adviser, First Trust Advisors L.P., located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on February 20, 2024, at 12:00 p.m. Central Time. At the Special Meeting, shareholders will be asked to consider and to vote on the approval of a proposed Agreement and Plan of Reorganization for the Acquired Fund, which contemplates the reorganization of the Acquired Fund into abrdn Global Infrastructure Income Fund (the "Acquiring Fund"), a Maryland statutory trust (the "Reorganization"). The Acquiring Fund as it would exist after the Reorganization is referred to as the "Combined Fund."

After careful consideration, the Board of Trustees of the Acquired Fund believes that the Reorganization is in the best interest of shareholders and therefore recommends that you vote "FOR" the proposal. The Acquired Fund and the Acquiring Fund are managed by different investment advisers. The Reorganization is anticipated to provide shareholders of the Acquired Fund with, among other things, exposure to a similar investment objective but substantially different principal investment strategies and principal risks as discussed in the enclosed Proxy Statement/Prospectus; a net total annual operating expense ratio after reimbursement for the Combined Fund that is expected to be lower than that of the Acquired Fund; and access to the Acquiring Fund's investment adviser's and its affiliates' asset management business, including its commitment to the closed-endfund business, and its investment management experience.

It is expected that shareholders of the Acquired Fund will not recognize any gain or loss for federal income tax purposes as a result of the exchange of their shares in the Acquired Fund for shares of the Acquiring Fund in connection with the Reorganization (except with respect to cash received in lieu of fractional shares of the Acquiring Fund). The Reorganization proposal is described in more detail, and a comparison of the strategies, expenses and certain other features of the Acquired Fund and the Acquiring Fund is included, in the enclosed Proxy Statement/Prospectus. We encourage you to review this information carefully.

As a shareholder of record as of the close of business on October 23, 2023, the record date, you are entitled to notice of, and to vote at, the Special Meeting. Therefore we are asking that you please take the time to cast your vote prior to the February 20, 2024 Special Meeting of shareholders. If you do not vote, you may receive a phone call from the Acquired Fund's proxy solicitor, EQ Fund Solutions, LLC.

We appreciate your participation in this important Special Meeting.

Sincerely,

James A. Bowen 

Chairman of the Board of Trustees, Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund

I� ��	���������	���� ����	������ �� ����������� �� ��� S������	M������	. I� ����� �� �����	������ ���� ���� ������ ��� �����������	, ������
����	�� �������� �� ��������	. Y�� ��� ���� ������ ��� �������	�� ����	, �� ��������� �� ��� ��� I�������	. Y�� ��� ���� ���� �� ������ �� ��������� ���
S������	M������	(�������	�� ������� ������������). T� ���� �� ����	, ������ �������� ��� ���� ���� ����� ���� �� ��� �������� ��������. T� ���� ��
��������� �� ���	��� I�������	, ������ ������ ��� ������������ �� ��� ����� ����. I� ��� ����	���	���������� �� ���� ��� ��������� ��������� ���
�������� �� ��� �� ����	���� ������, ������ ���� ��� A�������	F���	'� ����� ���������	, EQ F���	S��������	, LLC, �� [phone] �������� ����	9:00
�.�. ��	10:00 �.�. E������	T���.

MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND

120 East Liberty Drive, Suite 400 

Wheaton, IL 60187 

1. 765-8000
   

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD February 20, 2024

Notice is hereby given that a special meeting of shareholders (with any postponements or adjournments, the "Special Meeting") of Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund (the "Acquired Fund"), a Massachusetts business trust, is scheduled to be held at the offices of the Acquired Fund's investment adviser, First Trust Advisors L.P., located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on February 20, 2024, at 12:00 p.m. Central Time. At the Special Meeting, shareholders will be asked to consider and to vote on the below proposal (the "Proposal").

To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Acquired Fund to abrdn Global Infrastructure Income Fund (the "Acquiring Fund") (each, a "Fund" and collectively, the "Funds") in exchange solely for newly issued common shares of beneficial interest of the Acquiring Fund (although cash may be distributed in lieu of fractional shares of the Acquiring Fund) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund and the distribution of common shares of beneficial interest of the Acquiring Fund to the shareholders of the Acquired Fund and complete liquidation of the Acquired Fund (the "Reorganization")

Shareholders will also be asked to transact such other business as may properly come before the Special Meeting.

Shareholders of record as of the close of business on October 23, 2023, the record date (the "Record Date"), are entitled to notice of, and to vote at, the Special Meeting.

The Reorganization is intended to be treated as a tax-free reorganization for US federal income tax purposes.

Whether or not you are planning to attend the Special Meeting, please vote prior to the Special Meeting on February 20, 2024. Voting is quick and easy. Voting by proxy will not prevent you from voting your shares at the Special Meeting. You may revoke your proxy at any time before the Special Meeting by (i) written notice delivered to the Secretary of the Acquired Fund prior to the exercise of the proxy; (ii) execution of a subsequent proxy; or (iii) attending and voting at the Special Meeting. If you hold shares through a broker, bank or other nominee, you must follow the instructions you receive from your nominee in order to revoke your voting instructions.

By order of the Board of Trustees of the Acquired Fund,

W. Scott Jardine, Esq. 

Secretary, Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund

Important Notice Regarding Internet Availability of Proxy Materials for the Special Meeting to be Held on February 20, 2024:

The combined proxy statement/prospectus, the Notice of the Special Meeting, any accompanying materials and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders are available to you on the Internet at https://www.ftportfolios.com/LoadContent/gohdcqj3gy3o.

I� ��	���������	���� ����	������ �� ����������� �� ��� S������	M������	. I� ����� �� �����	������ ���� ���� ������ ��� �����������	, ������
����	�� �������� �� ��������	. Y�� ��� ���� ������ ��� �������	�� ����	, �� ��������� �� ��� ��� I�������	. Y�� ��� ���� ���� �� ������ �� ��������� ���
S������	M������	(�������	�� ������� ������������). T� ���� �� ����	, ������ �������� ��� ���� ���� ����� ���� �� ��� �������� ��������. T� ���� ��
��������� �� ���	��� I�������	, ������ ������ ��� ������������ �� ��� ����� ����. I� ��� ����	���	���������� �� ���� ��� ��������� ��������� ���
P������� �� ��� �� ����	���� ������, ������ ���� ��� A�������	F���	'� ����� ���������	, EQ F���	S��������	, LLC, �� [phone] �������� ����	9:00
�.�. ��	10:00 �.�. E������	T���.

i

i

QUESTIONS & ANSWERS

The following is a summary of more complete information appearing later in the attached combined proxy statement/prospectus (the "Proxy Statement/Prospectus") or incorporated by reference into the Proxy Statement/Prospectus. You should carefully read the entire Proxy Statement/Prospectus, including the Agreement and Plan of Reorganization (the "Reorganization Agreement"), a form of which is attached as Appendix A thereto, because it contains details that are not in the Questions & Answers.

Q:	Why is a shareholder meeting being held?
A:	The shareholders of Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund (the "Acquired Fund"), a Massachusetts business trust, are
	being asked to approve a Reorganization Agreement providing for the transfer of all of the assets of their Fund to abrdn Global Infrastructure Income Fund (the
	"Acquiring Fund") in exchange solely for newly issued common shares of beneficial interest of the Acquiring Fund (although cash may be distributed in lieu of
	fractional shares of the Acquiring Fund) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund and the distribution of common
	shares of beneficial interest of the Acquiring Fund to the shareholders of the Acquired Fund and complete liquidation of the Acquired Fund (the
	"Reorganization"). It is currently expected that the Reorganization will occur in the first quarter of 2024.
	As summarized below and described more fully in the Proxy Statement/Prospectus, the Acquired Fund and the Acquiring Fund (each, a "Fund" and collectively,
	the "Funds") are each a closed-end management investment company with similar investment objectives but substantially different principal investment strategies
	and principal risks. Please see below and "Comparison of the Funds" in the Proxy Statement/Prospectus for a description of differences in the investment
	approach and other additional information. The Acquiring Fund would be the accounting and performance survivor of the Reorganization. The Acquiring Fund as
	it would exist after the Reorganization is referred to as the "Combined Fund."
Q	Why is the Reorganization being proposed?
A	On October 23, 2023, First Trust Advisors L.P. ("First Trust"), abrdn Inc. and, for the purposes specified therein, abrdn plc., entered into a separate agreement (the
	"Purchase Agreement") pursuant to which abrdn Inc. will acquire certain assets related to First Trust's business of providing investment management services
	with respect to the assets of the Acquired Fund and certain other registered investment companies (the "Business") if the Reorganization is approved, and upon
	satisfaction or waiver of certain other conditions. More specifically, under the Purchase Agreement, First Trust has agreed to transfer to abrdn Inc., for a cash
	payment at the closing of the Asset Transfer (as defined below) and subject to certain exceptions, (i) all right, title and interest of First Trust in and to the books
	and records relating to the Business of the Acquired Fund, and (ii) the goodwill of the Business (the "Asset Transfer.")
	The Funds are not a party to the Purchase Agreement; however, the completion of the Asset Transfer is subject to certain conditions, including shareholder
	approval of the Reorganization described in the Proxy Statement/Prospectus for the Reorganization to proceed. Therefore, if shareholders do not approve the
	Reorganization or if the other conditions in the Purchase Agreement are not satisfied or waived, then the Asset Transfer may not be completed, and the Purchase
	Agreement may be terminated with respect to the Acquired Fund.
Q:	Why is the Reorganization being recommended by the Board of Trustees of the Acquired Fund?
A:	The Board of Trustees of the Acquired Fund (the "Acquired Fund Board") has determined that the Reorganization is in the best interests of the shareholders of the
	Acquired Fund. In reaching its decision to approve the Reorganization, the Acquired Fund Board considered alternatives to the Reorganization, including
	continuing to operate the Acquired Fund as a separate fund, and determined to recommend that shareholders approve the Reorganization.
	Please see "Background and Reasons for the Proposed Reorganization" in the Proxy Statement/Prospectus for additional information on the Acquired Fund
	Board's considerations relating to the Reorganization.

1. What happens if the Proposal is not approved by the shareholders?

1. Completion of the Reorganization requires the approval of the Reorganization Agreement by the Acquired Fund shareholders. If the Reorganization Agreement is not approved by shareholders of the Acquired Fund, then the Acquired Fund will continue to operate as a separate fund in the manner in which it is currently managed.

Q:	How will the fees and expenses of the Combined Fund compare to those of the Acquired Fund?
A:	The contractual advisory fee of the Acquired Fund is 0.40% of the Fund's Total Assets (as defined below) up to and including $250 million and 0.35% of the
	Acquired Fund's Total Assets over $250 million. "Total Assets," for the purpose of this calculation, generally means the average daily gross asset value of the
	Acquired Fund (including assets attributable to the Fund's preferred shares, if any, and the principal amount of borrowings), minus the sum of the Fund's accrued
	and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than the principal amount of any borrowing incurred, commercial paper or
	notes issued by the Fund and the liquidation preference of any outstanding preferred shares). In addition to the contractual advisory fee, the Acquired Fund pays
	contractual sub-advisory fees to its sub-advisor, Delaware Investments Fund Advisers ("DIFA"). The Acquired Fund's Core Component, which consists primarily
	of equity securities and equity-like securities issued by Infrastructure Issuers (as defined below), is managed by the Global Listed Infrastructure team and, for its
	portfolio management services, DIFA is entitled to a quarterly fee calculated at an annual rate of 0.60% for that portion of the Acquired Fund's Total Assets. If the
	Acquired Fund's Total Assets are greater than $250 million, DIFA receives an annual portfolio management fee of 0.65% for that portion of the Acquired Fund's
	Total Assets over $250 million. The Acquired Fund's Senior Loan Component (the portion of the Acquired Fund's investment strategy which consists of senior
	secured floating-rate U.S. dollar-denominated loans of Infrastructure Issuers (as defined below) from the funds raised through the Acquired Fund's use of
	leverage) is managed by the Macquarie High Yield Fixed Income team and, for its portfolio management services, DIFA is entitled to a quarterly fee calculated at
	an annual rate of 0.60% for that portion of the Fund's Total Assets.
	The contractual advisory fee of the Combined Fund will be 1.35% of the Combined Fund's average daily Managed Assets. "Managed Assets" is defined as total
	assets of the Combined Fund, including assets attributable to any form of leverage, minus liabilities (other than debt representing leverage and the aggregate
	liquidation preference of any preferred stock that may be outstanding). The Acquired Fund currently uses leverage whereas the Acquiring Fund currently does not
	but may do so in the future. There can be no guarantee that the Combined Fund will leverage its assets or, to the extent the Combined Fund utilizes leverage, what
	percentage of its assets such leverage will represent.
	Following the consummation of the Reorganization, the total annual operating expense ratio of the Combined Fund is expected to be lower than the current total
	annual operating expense ratio of the Acquired Fund.
	The gross total annual operating expense ratios, including interest expense, of the Acquired Fund and the Acquiring Fund, including acquired fund fees and
	deferred tax expense (deferred tax liability primarily associated with its subsidiary's investments in partnership), and, following the consummation of the
	Reorganization, the gross total annual operating expense ratio, including acquired fund fees and deferred tax expense, of the Combined Fund is expected to be as
	follows:
		Current Expense		Current Expense
		Ratio of Acquired		Ratio of the	Pro Forma
		Fund*		Acquiring Fund**	Combined Fund**
		3.80%		1.89%	1.80%

The net total annual operating expense ratios, including interest expense, of the Acquired Fund and the Acquiring Fund, including acquired fund fees and deferred tax expense (deferred tax liability primarily associated with its subsidiary's investments in partnership), and, following the consummation of the Reorganization, the net total annual operating expense ratio, including acquired fund fees and deferred tax expense, of the Combined Fund is expected to be as follows:

		Current Expense	Current Expense
		Ratio of Acquired	Ratio of the	Pro Forma
		Fund*†	Acquiring Fund**	Combined Fund**
		3.80%	1.87%	1.80%
The net total annual operating expense ratios, including interest expense, in this table of the Acquiring Fund and Combined Fund reflect reimbursement of
	advisory fees waived or reduced and other payments remitted by abrdn Inc. and other expenses reimbursed from abrdn Inc., which can be recouped under certain
	circumstances by abrdn Inc.
	* As of the Acquired Fund's most recent semi-annual period end, based on average daily net assets.
	** Information for the Acquiring Fund and Combined Fund is as of the fiscal year ended September 30, 2023.
	† The net total annual operating expense ratio, excluding interest expense, of the Acquired Fund is 1.73%.
	Pro forma Combined Fund fees and expenses are estimated in good faith and are hypothetical. There can be no assurance that future expenses will not increase or
	that any estimated expense savings will be realized.

ii

• abrdn Inc., the investment adviser of the Acquiring Fund, has contractually agreed to limit the total ordinary operating expenses of the Combined Fund following the consummation of the Reorganization (excluding leverage costs, interest, taxes, brokerage commissions, acquired fund fees and expenses and any non-routine expenses) from exceeding 1.65% of the average daily net assets of the Combined Fund on an annualized basis for twelve months following the closing of the Reorganization, or June 30, 2025, whichever is later. This contractual limitation may not be terminated before twelve months following the closing of the Reorganization, or June 30, 2025, whichever is later, without the approval of the Combined Fund's trustees who are not "interested persons" of the Combined Fund (as defined in the Investment Company Act of 1940, as amended (the "1940 Act").
  
  abrdn Inc. may request and receive reimbursement from the Acquiring Fund or Combined Fund, as applicable, of the advisory fees waived or reduced and other payments remitted by abrdn Inc. and other expenses reimbursed as of a date not more than three years after the date when abrdn Inc. limited the fees or reimbursed the expenses; provided that the following requirements are met: the reimbursements do not cause the Combined 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 abrdn Inc., and the payment of such reimbursement is approved by the Board of the Combined Fund on a quarterly basis.
  
  Please see "Fees and Expenses" and "Management of the Funds" in the Proxy Statement/Prospectus for additional information. 

1. How different are the Funds?

1. As summarized below and set forth more fully in the Proxy Statement/Prospectus, there are some substantial differences between the Acquired Fund and the Acquiring Fund. In particular, they have different investment advisers. First Trust is the investment advisor of the Acquired Fund, and Delaware Investments Fund Advisers is the sub-advisor of the Acquired Fund. abrdn Inc. (the "Adviser") is the investment adviser of the Acquiring Fund, and abrdn Investments Limited (formerly, Aberdeen Asset Managers Limited) ("aIL" or the "Sub-Adviser", and together with abrdn Inc., the "Advisers") is the investment sub-adviser of the Acquiring Fund. As further discussed below, the Funds have similar investment objectives but substantially different principal investment strategies and principal risks.
   
   Each Fund is a closed-end management investment company registered under the 1940 Act. The Acquired Fund is a Massachusetts business trust and a diversified closed-end management investment company. The Acquiring Fund is a Maryland statutory trust and a non-diversifiedclosed-end management investment company. A non-diversified fund is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. Consequently, the securities of a particular issuer or a small number of issuers may constitute a significant portion of the fund's investment portfolio. Each Fund's common shares are listed on the New York Stock Exchange.
   
   The Acquired Fund's investment objective is to seek to provide a high level of current return consisting of dividends, interest, and other similar income while attempting to preserve capital, whereas the Acquiring Fund's principal investment objective is to seek to provide a high level of total return with an emphasis on current income.
   
   Each Fund has a principal investment strategy to invest in infrastructure-related issuers. Both Funds have policies to, under normal circumstances, invest 80% of net assets plus the amount of any borrowings for investment purposes in US and non-USinfrastructure-related issuers. Specifically, under normal market conditions, at least 80% of the Acquired Fund's Total Assets are intended to be invested in securities and instruments of "Infrastructure Issuers," defined as US and non-US issuers that have as their primary focus (in terms of income and/or assets) the management, ownership and/or operation of infrastructure and utilities assets in a select group of countries, that are expected to provide dividends, interest and other similar income. The Acquiring Fund will invest, under normal circumstances, at least 80% of the Acquiring Fund's net assets (plus the amount of any borrowings for investment purposes) in US and non-US infrastructure- related issuers. The Acquiring Fund considers an issuer to be infrastructure-related if (i) at least 50% of the issuer's assets consist of infrastructure assets or (ii) at least 50% of the issuer's gross income or net profits are attributable to or derived, directly or indirectly, from the ownership, management, construction, development, operation, utilization or financing of infrastructure assets.

iii

• Both Funds invest in issuers located outside of the United States. The Acquired Fund seeks to invest more than 40% of its Total Assets in securities and instruments of non-U.S. Infrastructure Issuers located in Australia, New Zealand, Canada, the United Kingdom, certain European Union member countries, Switzerland, Japan, Hong Kong and Singapore, and no more than 60% of the Acquired Fund's Total Assets may be invested in securities and instruments of U.S. Infrastructure Issuers at any time. Under normal circumstances, the Acquiring Fund will invest in issuers from at least three different countries and will invest significantly (at least 40% of its total assets - unless market conditions are not deemed favorable by the Advisers, in which case the Acquiring Fund would invest at least 30% of its total assets) in non-US issuers.
  
  In addition, both Funds invest in listed equity securities, with the Core Component (the portion of the Acquired Fund's investment strategy which consists primarily of equity securities and securities and instruments with equity characteristics, and other securities and instruments issued by Infrastructure Issuers) of the Acquired Fund primarily investing in listed securities and instruments of Infrastructure Issuers, and the Acquiring Fund, under normal circumstances, investing at least 60%, and generally expects to invest approximately 75%, of its total assets in listed equity securities of infrastructure-related issuers. The Acquired Fund may invest up to 25% of the Core Component in unlisted securities and instruments of Infrastructure Issuers. The Acquiring Fund may invest up to 25% of its total assets, measured at the time of investment, in infrastructure assets through private transactions. The Senior Loan Component of the Acquired Fund consists of senior secured floating-rate U.S. dollar-denominated loans of Infrastructure Issuers from the funds raised through the Acquired Fund's use of leverage.
  
  The Acquiring Fund has a term whereas the Acquired Fund does not. The Acquiring Fund's Declaration of Trust provides that the Acquiring Fund will have a limited period of existence and will dissolve as of the close of business fifteen (15) years from the effective date of the initial registration statement of the Acquiring Fund (i.e., July 28, 2035) (and such date, including any extension, the "Termination Date"); provided, that the Board of Trustees may vote to extend the Termination Date (1) for one period that may in no event exceed one year following the Termination Date, and (2) for one additional period that may in no event exceed six months, in each case without a vote of the Acquiring Fund's shareholders. On or before the Termination Date, the Acquiring Fund will cease its investment operations, retire or redeem its leverage facilities, if any, liquidate its investment portfolio (to the extent possible) and distribute all of its liquidated net assets to common shareholders of record in one or more distributions on or after the Termination Date. Notwithstanding the foregoing, if the Board of Trustees determines to cause the Acquiring Fund to conduct an Eligible Tender Offer (as defined in the Proxy Statement/Prospectus) and the Eligible Tender Offer is completed, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, eliminate the Termination Date and provide for the Acquiring Fund's perpetual existence, subject to certain terms and conditions.
  
  The Acquired Fund currently uses leverage through bank borrowings whereas the Acquiring Fund currently does not but may do so in the future. The Funds' strategies relating to their use of leverage, if any, may not be successful, and the Funds' use of leverage will cause the Funds' NAV to be more volatile than it would otherwise be. There can be no guarantee that the Combined Fund will leverage its assets or, to the extent the Combined Fund utilizes leverage, what percentage of its assets, within regulatory limits, such leverage will represent. Depending on market conditions, the Acquiring Fund's portfolio management team may choose not to use any leverage. Although the use of leverage by a Fund may create an opportunity for increased after-tax total return for the common shares, it also increases market exposure, results in additional risks and can magnify the effect of any losses.
  
  Please see "Comparison of the Funds" in the Proxy Statement/Prospectus for additional information. 

1. How will the Reorganization be effected?

1. Assuming the Acquired Fund shareholders approve the Reorganization, the Acquired Fund will transfer all of its assets to the Acquiring Fund in exchange for common shares of the Acquiring Fund (although shareholders may receive cash for fractional shares of the Acquiring Fund), and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund. Following the Reorganization, the Acquired Fund will be dissolved and terminated in accordance with its Amended and Restated Declaration of Trust and Amended and Restated By-Laws and the 1940 Act.
   
   Following the Reorganization, you, as an Acquired Fund shareholder, will become a shareholder of the Combined Fund. Holders of common shares of the Acquired Fund will receive newly issued common shares of the Acquiring Fund, par value $0.001 per share, the aggregate net asset value (not the market value) of which will equal the aggregate net asset value (not the market value) of the common shares of the Acquired Fund you held immediately prior to the Reorganization (although shareholders may receive cash for fractional shares of the Acquiring Fund).

iv

• Based on each Fund's net asset value ("NAV") as of September 29, 2023, the exchange ratio at which common shares of the Acquired Fund would have converted to common shares of the Combined Fund is 0.4262 (i.e., assuming the Reorganization was consummated following the market close on September 29, 2023). An Acquired Fund shareholder would have received 0.4262 shares of the Combined Fund for each Acquired Fund share held. 

1. How will the Reorganization affect the value of my investment?

1. At the closing of the Reorganization, the Reorganization Agreement sets forth that the Acquired Fund assets will be valued in accordance with the Acquired Fund's valuation procedures as approved by the Board of Trustees of the Acquired Fund. Upon the consummation of the Reorganization, the assets transferred to the Acquiring Fund will be valued pursuant to the Acquiring Fund's valuation procedures as approved by the Board of Trustees of the Acquiring Fund.
   
   Certain differences between the valuation procedures of the Acquired Fund and those of the Acquiring Fund exist. Of relevance to the Acquired Fund is, for purposes of determining a Fund's NAV, in certain circumstances, foreign equity securities that trade on a market that closes prior to the Fund's valuation time are valued by applying valuation factors to the last quoted sale price. The Acquired Fund and the Acquiring Fund differ with respect to the circumstances in which such valuation factors are applied. The impact of this difference on the value of an Acquired Fund shareholder's investment immediately after the Reorganization is consummated is uncertain and could be positive or negative depending on market conditions and could be material. 

1. At what prices have common shares of the Acquired Fund and common shares of the Acquiring Fund historically traded?

1. Common shares of each Fund have from time to time traded below their NAVs. As of October 3, 2023, the Acquired Fund common shares were trading at a 13.98% discount to its NAV, and the Acquiring Fund common shares were trading at a 15.50% discount to its NAV. There can be no assurance that, after the Reorganization, common shares of the Combined Fund will trade at, above or below NAV. The market value of the common shares of the Combined Fund may be more or less than the market value of the common shares of either the Acquiring Fund or the Acquired Fund prior to the Reorganization.
   
   To the extent the Acquired Fund is trading at a discount to its NAV and the Acquiring Fund is trading at a premium to its NAV at the time of the Reorganization, the Acquired Fund shareholders would have the potential for an economic benefit. To the extent the Acquired Fund is trading at a premium to its NAV and the Acquiring Fund is trading at a discount to its NAV at the time of the Reorganization, the Acquired Fund shareholders would lose the economic benefit. There can be no assurance that, after the Reorganization, common shares of the Combined Fund will trade at, above or below NAV. The market value of the common shares of the Combined Fund may be less than the market value of the common shares of the Acquiring Fund prior to the Reorganization. Additionally, among other potential consequences of the Reorganization, portfolio transitioning due to the Reorganization may result in capital gains or losses, which may have federal income tax consequences for shareholders of the Combined Fund.
   
   Please see "Share Price Data" in the Proxy Statement/Prospectus for additional information. 

1. Will the Reorganization impact Fund distributions to shareholders?

1. The Acquired Fund currently pays a quarterly distribution of $0.20 per share; based on the market price and NAV as of September 29, 2023, the Acquired Fund's annualized distribution rate is 11.53% and 9.82%, respectively. The Acquiring Fund currently pays a monthly distribution of $0.12 per share; based on the market price and NAV as of September 29, 2023, the Acquiring Fund's annualized distribution rate is 8.90% and 7.50%, respectively. The Combined Fund expects to pay a monthly distribution of $0.12 per share and would have the same distribution yield as the Acquiring Fund.
   
   Prior to the closing of the Reorganization, the Acquired Fund expects to declare a distribution to its shareholders that, together with all previous distributions, will have the effect of distributing to its shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the date of the Reorganization's closing. All or a portion of such distribution may be taxable to the Acquired Fund's shareholders for US federal income tax purposes.

v

• The Combined Fund intends to make its first distribution to shareholders in the month immediately following the Reorganization. In addition, the Combined Fund expects to follow the same frequency of payments as the Acquiring Fund and to make monthly distributions to shareholders.

1. Who will manage the Combined Fund's portfolio?

1. The Combined Fund will be advised by abrdn Inc., the Acquiring Fund's current investment adviser, and sub-advised by aIL, the Acquiring Fund's current investment sub-adviser. Furthermore, the Acquiring Fund's current portfolio management team will be primarily responsible for the day-to-day management of

the Combined Fund's portfolio.

1. Will there be any significant portfolio transitioning in connection with the Reorganization?

1. The Acquired Fund will be required to pay back its outstanding borrowings in connection with the closing of the Reorganization. It is anticipated that approximately 28% of the Acquired Fund's holdings will be sold by the Acquired Fund before the closing of the Reorganization in order to pay back its outstanding leverage. This portfolio transition may take a significant amount of time and result in the Acquired Fund holding large amounts of uninvested cash prior to the Closing Date, and there may be times when the Acquired Fund is not fully invested in accordance with its investment objective and strategies during this transition period, which may cause the Acquired Fund to forgo any appreciation in value of portfolio investments, if any. This may impact the Acquired Fund's performance. As of September 21, 2023, the expected costs to de-lever the portfolio would be approximately $164,300 (or 0.23% of the Acquired Fund's NAV as of September 21, 2023) or $0.019 per share. To the extent the Acquired Fund has holdings in France, Spain and/or Italy, such countries may impose an additional foreign transfer tax on the transfer of such securities to the Acquiring Fund. These taxes are in addition to the transaction costs disclosed above and would be borne by the Combined Fund. The foregoing estimates are subject to change depending on the composition of the Acquired Fund's portfolio and market circumstances at the time any sales are made.
   
   The Acquiring Fund currently does not use leverage but may do so in the future. There can be no guarantee that the Combined Fund will leverage its assets or, to the extent the Combined Fund utilizes leverage, what percentage of its assets such leverage will represent.
   
   Following the Reorganization, the Combined Fund expects to realign its portfolio in a manner consistent with its investment strategies and policies, which will be the same as the Acquiring Fund's strategies and policies. The Combined Fund may not be invested consistent with its investment strategies or aIL's investment approach while such realignment occurs. The realignment is anticipated to take approximately two weeks following the closing of the Reorganization, based on current market conditions and assuming that the Acquired Fund's holdings are the same as of September 21, 2023. Sales and purchases of less liquid securities could take longer. Based on the Acquired Fund's holdings as of September 21, 2023, the Combined Fund expects to sell approximately 87% of the Acquired Fund's portfolio following the closing of the Reorganization. If the Reorganization was completed on September 21, 2023, the expected cost to sell 87% of the Acquired Fund's holdings following the closing of the Reorganization, which is estimated to equal 10% of the Combined Fund's portfolio, would be approximately $516,000 (or 0.09% of the estimated NAV of the Combined Fund as of September 21, 2023) or $0.015 per share of the Combined Fund. To the extent there are any transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection with the Reorganization, these will be borne by the Acquired Fund with respect to the portfolio transitioning conducted before the Reorganization and borne by the Combined Fund with respect to the portfolio transitioning conducted after the Reorganization. The portfolio transitioning pre- and post- Reorganization may result in capital gains or losses, which may have federal income tax consequences for shareholders of the Acquired Fund and the Combined Fund. 

 Q: Will I have to pay any sales load or commission in connection with the Reorganization?

1. No. You will pay no sales load or commission in connection with the Reorganization.

1. Who will pay for the costs associated with the Reorganization?

1. abrdn Inc. and aIL and their affiliates and First Trust and its affiliates will bear certain expenses, including portfolio transaction costs and certain taxes, incurred in connection with the Reorganization, except as otherwise disclosed in the proxy statements to Acquired Fund shareholders, whether or not the Reorganization is consummated. The expenses of the Reorganization expected to be borne by abrdn and First Trust are estimated to be approximately $590,000. To the extent there are any transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases of portfolio holdings made in connection with the Reorganization, these will be borne by the Acquired Fund with respect to the portfolio transitioning and de-levering conducted before the Reorganization and borne by the Combined Fund with respect to the portfolio transitioning conducted after the Reorganization. In addition, to the extent the Acquired Fund has holdings in France, Spain and/or Italy, such countries may impose an additional foreign transfer tax on the transfer of such securities to the Acquiring Fund. These taxes are in addition to the transaction costs disclosed above and would be borne by the Combined Fund.

vi

1. Is the Reorganization expected to be taxable to the shareholders of the Acquired Fund?

1. It is expected that shareholders of the Acquired Fund will not recognize any gain or loss for federal income tax purposes as a result of the exchange of their shares in the Acquired Fund for shares of the Acquiring Fund pursuant to the Reorganization Agreement (except with respect to cash received in lieu of fractional shares of the Acquiring Fund).
   
   As a condition to the Acquired Fund's obligation to consummate the Reorganization, the Acquired Fund and the Acquiring Fund will receive an opinion from legal counsel to the effect that, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), current administrative rules and court decisions, the transactions contemplated by the Reorganization Agreement constitute a tax-free reorganization for federal income tax purposes (except with respect to cash received in lieu of fractional shares of the Acquiring Fund). Despite this opinion, there can be no assurances that the U.S. Internal Revenue Service will deem the exchanges to be tax-free.
   
   The portfolio transitioning discussed above may result in capital gains or losses, which may have federal income tax consequences.
   
   The pre-Reorganization portfolio transitioning noted above is anticipated to result in net capital gains of $78,592, or $0.009 per share based on Acquired Fund holdings as of September 21, 2023. However, it is anticipated that the Acquired Fund's capital loss carryforwards would offset projected realized gains. Prior to the closing date of the Reorganization, the Acquired Fund will be required to declare a distribution to its shareholders that, together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), if any, through the Closing Date, all of its net capital gains, if any, through the Closing Date, and all of its net tax-exempt interest income, if any, through the Closing Date. Such a distribution may be taxable to the Acquired Fund shareholders for US federal income tax purposes depending on each shareholder's individual tax situation, which cannot be determined by abrdn Inc. or First Trust. The actual tax consequences as a result of the sale of securities in advance of the Reorganization are dependent on the portfolio composition of the Acquired Fund at the time such sales are made and market conditions.
   
   In addition, following the Reorganization, the Combined Fund may generate net capital gains or losses as a result of the portfolio realignment discussed further above. For example, if the Reorganization was completed on September 21, 2023, it is estimated that approximately $4,250,540, or $0.1473 per share, in capital losses would have resulted from portfolio transitioning in the Combined Fund following the Reorganization.
   
   The actual tax consequences as a result of portfolio repositioning after the closing of the Reorganization are dependent on the portfolio composition of the Acquired Fund at the time of closing and market conditions. Any net capital gain resulting from the realignment coupled with the results of the Acquiring Fund's normal operations during the tax year following the close of the Reorganization would be distributed to the shareholder base of the Combined Fund post- Reorganization in connection with the annual distribution requirements under US federal tax laws. In addition, the Acquiring Fund is covered by an exemptive order received by the Acquiring Fund's investment adviser from the US Securities and Exchange Commission. The exemptive relief allows the Acquiring Fund to distribute long-term capital gains as frequently as monthly in any one taxable year. It is possible that gains generated post-Reorganization may be used to supplement the monthly distribution payable to the Combined Fund's shareholders. 

1. How does the Acquired Fund Board suggest that I vote?

1. The Acquired Fund Board recommends that you vote "FOR" the Proposal.

1. How do I vote my proxy?

1. You may vote in any one of four ways:
   
   •     by mail, by sending the enclosed proxy card, signed and dated, in the enclosed envelope;
   
   •     by phone, by following the instructions set forth on your proxy card;

vii

•     via the Internet, by following the instructions set forth on your proxy card; or

•       in person, by attending the Special Meeting. Please note that shareholders who intend to attend the Special Meeting will need to provide valid identification and, if they hold shares through a bank, broker or other nominee, satisfactory proof of ownership of shares, such as a voting instruction form (or a copy thereof) or a letter from their bank, broker or other nominee or broker's statement indicating ownership as of October 23, 2023 (the record date), to be admitted to the Special Meeting. You may call toll-free [phone] for information on how to obtain directions to be able to attend the Special Meeting and vote in person.

Broker dealer firms holding shares in "street name" for the benefit of their customers and clients may request voting instructions from such customers and clients. You are encouraged to contact your broker dealer and record your voting instructions. 

1. Whom do I contact for further information?

1. If you need any assistance or have any questions regarding the Proposal or how to vote your shares, please call EQ Fund Solutions, LLC ("EQ"), the Acquired

Fund's proxy solicitor, at [phone] weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING. IN ORDER TO AVOID DELAY AND TO ENSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE.

viii