THW abrdn World Healthcare Fund

JOINT PROXY STATEMENT

Information Regarding the Special Meetings

This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (each a “Board” and collectively, the “Boards”) of Tekla Healthcare Investors (“HQH”), Tekla Life Sciences Investors (“HQL”), Tekla Healthcare Opportunities Fund (“THQ”) and Tekla World Healthcare Fund (“THW”) (each a “Fund” and collectively, the “Funds”) of proxies to be voted at the Special Joint Meetings of Shareholders of the Funds, and any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Special Meetings, dated [July 11], 2023. The first special meeting will be held at 9:00 a.m. ET on August 14, 2023 (the “First Meeting”) and the second special meeting will be held at 9:30 a.m. ET on August 14, 2023 (the “Second Meeting” and together with the First Meeting, the “Special Meetings”). This Joint Proxy Statement, the Notice of Special Joint Meetings of Shareholders and the proxy cards (each a “Proxy Card” and together, the “Proxy Cards”) are first being mailed to shareholders on or about [July 11], 2023.

General Voting Information

Only shareholders of record as of the close of business on the Record Date, June 16, 2023, will be entitled to receive notice of, and to vote at, the Special Meetings or any adjournment(s) or postponement(s) thereof. If the enclosed forms of Proxy Cards are properly executed and returned (or your vote is cast through the web site or over the telephone as indicated on the Proxy Cards) in time to be voted at the Special Meetings or any adjournment(s) or postponement(s) thereof, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. If you return a signed Proxy Card without any voting instructions, your shares will be voted, with respect to the Fund(s) of which you are a shareholder, “FOR” the new investment advisory agreement(s) or “FOR ALL” of the new Trustee nominees, as applicable. The persons designated on the Proxy Cards as proxies will also be authorized to vote (or to withhold their votes) in their discretion on any other matters which properly come before the Special Meetings. They may also vote in their discretion to adjourn the Special Meetings. If you sign and return the Proxy Cards, you may still attend the Special Meetings to vote your shares. Please note that if your shares are held of record by a broker and you wish to vote in person at the Special Meetings, you should obtain a legal proxy from your broker and submit proof of your legal proxy reflecting your Fund holdings along with your name and email address to Tekla@okapipartners.com.

You may revoke your proxy at any time before the Special Meetings (i) by notifying the Secretary of the Funds at the address on the cover of the Proxy Statement; (ii) by submitting a later signed Proxy Card; or (iii) by participating in the Special Meetings and casting your vote. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke any previously executed proxy. Shareholders do not have rights of appraisal with respect to any matter to be acted upon.

Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, FOR each of the Proposals (defined below).

Each shareholder may cast one vote with respect to each of the Proposals (as defined below) for each full share, and a partial vote for each partial share, of the Fund that they owned of record on June 16, 2023 (the “Record Date”). Schedule 1 shows the number of shares of each Fund that were outstanding on the Record Date and Schedule 2 lists the shareholders who owned 5% or more of the outstanding shares of any Fund

on that date. It is expected that this Joint Proxy Statement and the accompanying Proxy Cards will be first mailed to shareholders on or about [July 11], 2023.

This proxy solicitation is being made largely by mail, but may include telephonic, electronic or oral communication by Okapi Partners LLC, a professional proxy solicitation firm engaged by the Funds, at a cost estimated to be between $249,000 and $499,000, depending on the services provided. Tekla and abrdn Inc. will bear all fees and expenses incurred by the Funds in connection with the Proposals (including, but not limited to, proxy and proxy solicitation costs, printing costs, expenses of holding additional Board and shareholder meetings and related legal fees) regardless of whether the Asset Transfer is completed. The Funds will bear no costs in connection with the Asset Transfer. In addition, certain officers of the Funds and certain employees of Tekla, who will receive no compensation for their services other than their regular salaries, may solicit the return of proxies personally or by telephone or facsimile. Banks, brokerage houses, nominees and other fiduciaries will be requested to forward the proxy soliciting materials to the beneficial owners of the shares of the Funds. The Funds may reimburse brokerage houses, nominees and other fiduciaries for postage and reasonable expenses incurred by them in forwarding of proxy material to beneficial owners.

Tekla Capital Management LLC (“Tekla”) and abrdn Inc. have entered into a purchase agreement (the “Purchase Agreement”) pursuant to which Tekla has agreed to sell certain assets to abrdn Inc. relating to Tekla’s advisory business for the Funds (the “Asset Transfer”). The Asset Transfer is subject to receipt of the necessary approvals of the New Advisory Agreements, election of the New Trustees and satisfaction or waiver of certain other conditions. The Boards have considered and approved certain items relating to the Asset Transfer, which were presented to the Boards by representatives of Tekla and abrdn Inc., who together provided a detailed explanation of their reasons for seeking to enter into the Asset Transfer and their views of the benefits to the Funds, among other things. As described in further detail below, the Boards reviewed requested information provided from both Tekla and abrdn Inc. and voted to approve, and recommend that shareholders approve: (i) a new investment advisory agreement between each Fund and abrdn Inc. (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) (the “First Meeting Proposal”); and (ii) the election of four new Trustees to serve as Trustees of each Fund (the “New Trustees”) (the “Second Meeting Proposal” and together with the First Meeting Proposal, the “Proposals”). The New Trustees would replace four of the Trustees currently serving on the Boards (the “Resigning Trustees”). Shareholders will be asked to vote on the First Meeting Proposal at the First Meeting and on the Second Meeting Proposal at the Second Meeting. Two existing Trustees would continue to serve on the Boards after completion of the Asset Transfer.

If (i) shareholders of all four of the Funds approve the New Advisory Agreements; (ii) shareholders of all four of the Funds elect the New Trustees; and (iii) the other conditions in the Purchase Agreement are satisfied or waived, the New Advisory Agreements will be effective and the New Trustees will replace the Resigning Trustees effective upon the completion of the Asset Transfer, which is expected to occur as soon as reasonably practicable following the affirmative vote of shareholders of the Funds, currently anticipated for the third quarter of 2023.

If the First Meeting Proposal is not approved by shareholders of all four of the Funds, none of the nominees in the Second Meeting Proposal will serve as Trustees of the Funds, even if elected by shareholders. In such an event, the Trustees currently serving as Trustees of the Funds (the “Current Trustees”) would continue to serve. Similarly, if the Second Meeting Proposal is not approved by the shareholders of all four of the Funds, the New Advisory Agreements will not go into effect and Tekla will remain the Funds’ investment adviser, even if shareholders approve the New Advisory Agreements, unless the parties agree to waive or modify certain conditions of the Purchase Agreement. The completion of the Asset Transfer described in this Joint Proxy Statement is contingent upon both the First Meeting Proposal and the Second Meeting Proposal being approved by shareholders of all four of the Funds and the satisfaction or waiver of certain other conditions. If either of the Proposals are not approved by shareholders of one or more Funds or the conditions of the Purchase Agreement are not satisfied or waived, the Asset Transfer will not be completed, Tekla will continue to serve as the Funds’ investment adviser and the Current Trustees will continue to serve as Trustees of the Funds.

The Special Meetings may be adjourned by the chairman of the meeting whether or not a quorum is present. Any business that would have been transacted at a Special Meeting may be transacted at any adjourned meeting. If a quorum is present at a Special Meeting with respect to any one or more proposals, the chairman of the meeting may, but shall not be required to, cause a vote to be taken with respect to any such proposal or proposals, which vote can be certified as final and effective notwithstanding the adjournment of the Special Meeting with respect to any other proposal or proposals.

Abstentions and Broker Non-Votes

Broker non-votes occur when a meeting has (1) a “routine” proposal, such as the election of Trustees, where the applicable stock exchange permits brokers to vote their clients’ shares in their discretion, and (2) a “non-routine” proposal, where the applicable exchange does not permit brokers to vote their clients’ shares in their discretion. The shares that are considered to be present as a result of the broker discretionary vote on a routine proposal but that are not voted on a non-routine proposal are called “broker non-votes.” The First Meeting Proposal is considered a non-routine matter. The Second Meeting Proposal is considered a routine matter. As a result, the Funds do not anticipate that there will be any broker non-votes at the Special Meetings. Abstentions will be included for purposes of determining whether a quorum is present for a Fund at the Special Meetings and will be treated as votes present at the Special Meetings but will not be treated as votes cast. Therefore, abstentions will have the same effect as a vote against the First Meeting Proposal and will have no effect on the Second Meeting Proposal.

Each Fund will furnish, without charge, a copy of its Annual Report, or the most recent Semi-Annual Report succeeding the Annual Report, if any, to a shareholder upon request. Requests may be sent to the Fund at 100 Federal Street, 19th Floor, Boston, MA 02110 or be made by calling (617) 772-8500.

FIRST MEETING PROPOSAL

TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN EACH FUND AND ABRDN INC.

Background

The Boards have considered and approved certain items relating to the Asset Transfer, which were presented to the Boards by representatives of Tekla and abrdn Inc., who together provided a detailed explanation of their reasons for seeking to enter into the Purchase Agreement and their views of the benefits to the Funds, among other things. As described in further detail below under the section titled “Board Consideration of the New Advisory Agreements,” the Boards met with representatives of Tekla and abrdn Inc. and reviewed requested information provided from both parties prior to approving the New Advisory Agreements and recommending that shareholders approve the New Advisory Agreements.

The Asset Transfer will be completed only if (i) shareholders of all four of the Funds approve the New Advisory Agreements; (ii) shareholders of all four of the Funds elect the New Trustees; and (iii) the other conditions in the Purchase Agreement are satisfied or waived. If (i) shareholders of one or more Funds do not approve the New Advisory Agreements; (ii) shareholders of one or more Funds do not elect the New Trustees; or (iii) the other conditions in the Purchase Agreement are not satisfied or waived, then the Asset Transfer will not be completed, Tekla will continue to serve as investment adviser to the Funds and the New Advisory Agreements will not go into effect.

Benefits of the New Advisory Agreements

Potential benefits of the New Advisory Agreements to shareholders of the Funds include: (i) the opportunity to be part of a large and broad closed-end fund platform from a global and independent organization with a focus on continuing and expanding its asset management business in general and its U.S. registered closed-end fund business in particular; and (ii) lower Operating Expenses (as defined below) for at least two years from the date of the completion of the Asset Transfer. As of December 31, 2022, abrdn plc, the parent company to abrdn Inc., and its affiliates (“abrdn”) had approximately $452 billion in assets under management. Moreover, closed-end funds are an important element of the abrdn client base in the U.S. and globally. abrdn Inc. and its affiliates managed thirty-eight closed-end funds, totaling $29.8 billion in assets as of January 24, 2023. abrdn Inc. has a complementary closed-end fund family into which the Funds can be transitioned. abrdn Inc.’s U.S. closed-end fund business has been developed primarily from targeted acquisition (such as the Asset Transfer) as opposed to development through initial public offering and secondary market fundraising. abrdn Inc., however, is resourced to support all areas of administration, marketing, operations, legal, compliance, company secretarial and risk management.

The advisory fees of the Funds will not increase as a result of the New Advisory Agreements. In fact, the Funds’ Operating Expenses (as defined below) are expected to decrease following the Asset Transfer. abrdn will seek to achieve savings through scale and efficiency in the Funds’ operations (for instance, by driving better terms from fund service providers). In addition, abrdn Inc. has contractually agreed to limit, for a period of two years following completion of the Asset Transfer, the aggregate expenses incurred by each Fund in any fiscal year, including but not limited to investment advisory fees (but excluding borrowing costs, taxes, brokerage commissions, and any non-routine expenses) (“Operating Expenses”), from exceeding the operating expense limit (the “Operating Expense Limit”) set forth in the table below.

^{1 “}Operating Expenses” is defined above. 

² Reported in the Financial Highlights in the relevant Fund’s annual report to shareholders for the fiscal year ended September 30, 2022.

As shown in the table above, each Fund’s Operating Expense Limit is equal to the Fund’s Operating Expenses as a percentage of average net assets as reported in the Fund’s annual report for the fiscal year ended September 30, 2022, minus 2 basis points (.02%).

The Funds’ current investment team is currently expected to join abrdn Inc. as full-time employees and to continue managing the Funds after completion of the Asset Transfer. Further, the Funds’ investment objectives and fundamental and non-fundamental policies will not change as a result of the New Advisory Agreements.

Terms of the Asset Transfer

On June 20, 2023, Tekla and abrdn Inc., entered into the Purchase Agreement pursuant to which Tekla has agreed to sell certain assets to abrdn Inc. relating to Tekla’s advisory business for the Funds subject to receipt of the necessary approvals of the New Advisory Agreements and the election of the New Trustees and satisfaction or waiver of certain other conditions. More specifically, under the Purchase Agreement, in exchange for cash payment at the completion of the Asset Transfer and subsequent “earn out” payments tied to certain revenues following the Asset Transfer, Tekla has agreed to transfer to abrdn Inc., with certain exceptions: (i) all right, title and interest of Tekla and its affiliates in and to the books and records or documents to the extent solely used or held for use with respect to the Funds; (ii) the non-exclusive right to

use each Fund’s performance information in abrdn Inc.’s performance information to the extent permitted by applicable law; (iii) all goodwill of Tekla’s business attributable to the Funds; and (iv) certain other contracts and rights of Tekla, including the contracts required for the operation of Tekla’s business attributable to the Funds (excluding the Tekla Advisory Agreements). If shareholders of all four of the Funds approve both Proposals and the other conditions in the Purchase Agreement are satisfied or waived, the New Advisory Agreements would go into effect as soon as reasonably practicable following the affirmative vote of shareholders of the Funds, currently anticipated for the third quarter of 2023.

As further discussed below, abrdn Inc. has agreed with Tekla that, for a minimum of two years subsequent to the completion of the Asset Transfer, it will use reasonable best efforts to ensure that no “unfair burden,” as defined in Section 15(f) of the Investment Company Act of 1940 (the “1940 Act”), is imposed on the Funds. In addition, abrdn Inc. has contractually agreed to limit, for a period of two years following completion of the Asset Transfer, each Fund’s Operating Expenses from exceeding the Operating Expense Limit. As noted above, each Fund’s Operating Expense Limit is equal to the Fund’s Operating Expenses as a percentage of average net assets as reported in the Fund’s annual report for the fiscal year ended September 30, 2022, minus 2 basis points (0.02%) (subject to certain exclusions noted previously). The Operating Expense Limit shall be effective for two years from the completion of the Asset Transfer. Each Fund may repay any such reimbursement from abrdn Inc. within three years of the reimbursement, provided that the following requirements are met: the reimbursements do not cause the Funds to exceed the lesser of the applicable operating expense limitation in the contract at the time the fees were limited or expenses are paid or the applicable operating expense limitation in effect at the time the expenses are being recouped by abrdn Inc. The Funds do not currently have expense limitation agreements in place.

Furthermore, during the three-year period after the completion of the Asset Transfer, abrdn Inc. will use reasonable best efforts to ensure that at least 75% of the Board will be comprised of persons who are not “interested persons” of either abrdn Inc. or Tekla.

Information Pertaining to Tekla

Tekla, located at 100 Federal Street, 19th Floor, Boston, MA 02110, currently serves as each Fund’s investment adviser pursuant to an investment advisory agreement between such Fund and Tekla (the “Tekla Advisory Agreements”). As of June 16, 2023, Tekla manages approximately $3.1 billion in assets.

Each Fund pays Tekla an annual investment advisory fee. HQH and HQL pay Tekla a monthly fee at the rate when annualized of (i) 2.50% of the average net assets for the month of its venture capital and other restricted securities up to 25% of net assets and (ii) for all other net assets, 0.98% of the average net assets up to and including $250 million, 0.88% of the average net assets for the next $250 million, 0.80% of the average net assets for the next $500 million and 0.70% of the average net assets in excess of $1 billion. The aggregate fee would not exceed a rate when annualized of 1.36% of the average net assets for any given month. THQ and THW pay Tekla a fee, computed monthly, equal when annualized to 1.00% of the average daily value of the Fund’s managed assets. “Managed assets” for any month is equal to the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes).

The Funds paid the following amounts in investment advisory fees under the Tekla Advisory Agreements during the fiscal years ended September 30, 2022, 2021, and 2020:

Each Fund has entered into a Services Agreement with Tekla, pursuant to which, each Fund reimbursed Tekla in the following amounts during the year ended September 30, 2022 for certain services related to a portion of the payment of salary and provision of benefits to the Funds’ Chief Compliance Officer. The Services Agreement will not be needed if the Asset Transfer is completed. Consistent with the approach taken with respect to other closed-end funds managed by abrdn, abrdn, and not the Funds, shall be responsible for the salary and benefits of the Funds’ Chief Compliance Officer, who is employed by abrdn Inc.

Information Pertaining to abrdn Inc.

abrdn Inc. is located at 1900 Market Street, Suite 200, Philadelphia, PA 19103. abrdn Inc. is an indirect wholly-owned subsidiary of abrdn plc, which manages or administers approximately $452 billion in assets as of December 31, 2022. The registered offices of abrdn plc are located at 10 Queen’s Terrace, Aberdeen, Scotland AB10 1YG. abrdn Inc., its parent company abrdn plc, and its affiliates are collectively referred to as “abrdn.”

Information Pertaining to the Current and Proposed Portfolio Manager

Daniel R. Omstead, Ph.D., Jason Akus, M.D./M.B.A., Timothy Gasperoni, M.B.A., Ph.D., Ashton Wilson, Christopher Abbott, Robert Benson, Kelly Girskis, Ph.D., Richard Goss, Jack Liu, M.B.A, Ph.D., Christopher Seitz, M.B.A., Loretta Tse, Ph.D. and Graham Attipoe, M.B.A., M.D. are members of a team that analyzes investments on behalf of the Funds. Dr. Omstead exercises ultimate decision-making authority with respect to investments.

The Funds’ current investment team is currently expected to join abrdn Inc. as full-time employees and to continue managing the Funds after completion of the Asset Transfer. Further, the Funds’ investment objectives and fundamental and non-fundamental policies will not change as a result of the New Advisory Agreements.

Valuation Procedures

Currently, Tekla uses valuation procedures approved by the Funds’ Current Boards (“Current Valuation Procedures”). Upon completion of the Asset Transfer, the Funds’ assets will be valued pursuant to the valuation procedures for funds advised by abrdn Inc. as approved by the Boards after the new Trustees begin their term. The valuation procedures for funds advised by abrdn Inc. and the Funds’ current valuation procedures differ modestly from the Current Valuation Procedures. abrdn’s U.S. Registered Funds Valuation and Liquidity Procedures value foreign equity securities that trade on a market that closes prior to a fund’s valuation time by applying daily valuation factors to the last quoted sale price. The abrdn funds currently value foreign equity securities that trade on a market that

closes prior to the funds’ valuation times at the last quoted sale price and only will update this price if there are intervening events resulting in market volatility that significantly affect the value of any such foreign securities after the close of trading on the relevant foreign market. The impact of this difference on the Funds upon transition to abrdn as investment adviser is uncertain and could be positive or negative depending on market conditions on the day that the Funds’ adopt abrdn’s procedures and could be material.

abrdn’s U.S. Registered Funds Valuation and Liquidity Procedures will generally value forward foreign currency contracts based on the daily spot exchange rates and the forward exchange rate points (e.g. 1-month, 3-month). The Current Valuation Procedures value forward foreign currency contracts on the basis of the value of the underlying currencies at the prevailing currency exchange rate. If the Asset Transfer is completed, the prevailing currency exchange rate shall be determined within one hour of when the most recently available exchange rate information has been received based on information obtained from a bank or banks that a sub-committee of the Funds’ Valuation Committee (the “Sub-Committee”) deems appropriate. Forward foreign currency contracts are held only in the Tekla World Healthcare Fund and as of March 31, 2023 the difference in valuation is a decrease of $108,000 or 2 basis points.

Directors/Principal Officers of abrdn Inc.

The name, address and principal occupation of the principal executive officers and each director of abrdn Inc. are set out in the table below. No current officer or Trustee of the Funds is also an officer, employee or director of abrdn Inc. No Independent Trustee of the Funds owns any securities of, or has any other material direct or indirect interest in, abrdn Inc. or any of its affiliates. However, employees of abrdn Inc. or its affiliates may receive, as a portion of their bonus, deferred shares of and/or stock options for abrdn plc, which vest upon the occurrence of certain events.

* The address of the principal executive officers and each director is 1900 Market Street, Suite 200, Philadelphia, PA 19103.

Information Pertaining to the Custodian, Administrator and Transfer Agent

Each Fund’s portfolio securities and cash are held under a custodian contract by State Street Bank and Trust Company (“State Street”), whose principal business address is One Congress Street, Suite 1, Boston, MA

02114-2016. State Street is also the administrator of each Fund and also performs certain accounting related functions for each Fund, including calculation of net asset value and net income.

Computershare Inc. serves as dividend disbursing agent. Computershare Trust Company, N.A., a fully owned subsidiary of Computershare Inc., serves as (1) the plan agent for each Fund’s dividend reinvestment plan and (2) the transfer agent and registrar for shares of each fund. Computershare Trust Company, N.A. and Computershare Inc. have their principal business at 150 Royall Street, Canton, MA 02021.

If the Asset Transfer is consummated, State Street will continue to serve as the Funds’ administrator and custodian and Computershare Inc. and its affiliates, will continue to serve as the Funds’ transfer agent, dividend disbursing agent, and registrar.

Information Relating to Affiliated Brokerage

The Funds did not pay any affiliated brokerage fees during the fiscal year ended September 30, 2022.

Required Vote

Approval of the First Meeting Proposal with respect to each Fund will require the affirmative vote of a “majority of the outstanding voting securities” of the Fund as defined in the 1940 Act. This means the lesser of (1) 67% or more of the shares of the Fund present at the First Meeting if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of the Fund.

Board Approval and Recommendation

At an in-person meeting held on June 26, 2023, the Trustees, including all of the Independent Trustees, unanimously approved the New Advisory Agreement for each Fund and unanimously recommended that shareholders of each Fund approve the New Advisory Agreement for such Fund. Previously, on June 8, 2023, the Current Trustees received an in-person presentation from senior members of abrdn Inc. concerning its organization, the rationale for the Asset Transfer and its plans for the Funds. The current Independent Trustees also met separately on several occasions, with only their own legal counsel present, to discuss the Asset Transfer. A summary of the Trustees’ considerations is provided below in the section entitled “Board Consideration of the New Advisory Agreements.”

EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NEW ADVISORY AGREEMENTS

Comparison of the Tekla Investment Advisory Agreements and New Advisory Agreements

It is proposed that abrdn Inc. provide investment advisory services to the Funds pursuant to the proposed New Advisory Agreements. If shareholders of all four of the Funds approve both Proposals and the other conditions in the Purchase Agreement are satisfied or waived such that the Asset Transfer is completed, the New Advisory Agreements would go into effect as soon as reasonably practicable following the affirmative vote of shareholders of the Funds, currently anticipated for the third quarter of 2023, with an initial two-year term, and would be subject to annual approval thereafter in accordance with the 1940 Act. The continuation of the Tekla Advisory Agreements was last considered and approved by the Boards on March 16, 2023. The Tekla Advisory Agreements for HQH, HQL, THQ and THW were last submitted for shareholder approval, for HQH and HQL, by the Funds’ public shareholders on June 25, 2002 in connection with a change of control of the Funds’ investment adviser, and for THQ and THW, by Tekla as the Funds’ sole initial shareholder on the following dates, prior to such Fund’s initial public offering: THQ: June 2, 2014; and THW: June 19, 2015.

The terms of the New Advisory Agreements are identical to those of the Tekla Advisory Agreements in all material respects. The only differences between the New Advisory Agreements and the Tekla Advisory Agreements are: (i) the names of the parties and dates; (ii) with respect to HQH and HQL only, the New Advisory Agreements do not include reference to a licensing agreement between Tekla and Tekla’s predecessor which is no longer relevant; (iii) with respect to HQH and HQL only, the New Advisory Agreements include the updated name of the Financial Industry Regulatory Authority; (iv) with respect to HQH and HQL only, the use of different terminology to describe certain of the same services to be provided to the Funds by abrdn Inc. and provided to the Funds by Tekla; and (v) with respect to HQH and HQL only, the New Advisory Agreements provide that the agreements will remain in effect for an initial two-year term and continuously thereafter so long as such continuance is approved at least annually by each Fund’s New Board, including a majority of the Independent Trustees. The changes to the HQH and HQL agreements were made, in each case, to bring them up-to-date and for consistency with the newer agreements for each of THQ and THW.

Copies of the New Advisory Agreements are attached as Exhibit A to this Joint Proxy Statement and the description of terms in this section is qualified in its entirety by reference to Exhibit A.

Investment Advisory Services. Under the New Advisory Agreements, abrdn Inc. would provide the same services to the Funds as Tekla under the Tekla Advisory Agreements. The New Advisory Agreements, in line with the Tekla Advisory Agreements, provide that abrdn Inc. will: (a) act in strict conformity with each Fund’s Declaration of Trust, the 1940 Act and the Investment Advisers Act of 1940; (b) manage each Fund’s portfolio in accordance with each Fund’s investment objective and policies as stated in the Fund’s prospectus; (c) make investment decisions for each Fund; (d) place purchase and sale orders for portfolio transactions for each Fund; (e) supply each Fund with office facilities (which may be in the adviser’s own offices), statistical and research data, data processing services, clerical, internal executive and administrative services, and stationery and office supplies; (f) supply or direct and supervise a third-party administrator and/or custodian in the provision to each Fund of accounting and bookkeeping services, the calculation of the net asset value of shares of each Fund, and the management of each Fund’s administrative affairs; and (g) prepare or supervise and direct a third-party administrator and/or custodian in the preparation of reports to shareholders of each Fund, tax returns and reports to and filings with the SEC and state Blue Sky authorities. With respect to HQH and HQL only, item (f) is described as “internal auditing services, and other clerical services in connection therewith” in the Tekla Advisory Agreements but relates to the same services that abrdn Inc. would provide under the New Advisory Agreements.

Consistent with the Tekla Advisory Agreements, each New Advisory Agreement further provides that abrdn Inc. will provide investment research and supervision of the Fund’s investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of each Fund’s assets. In addition, the New Advisory Agreements provide that abrdn Inc. will furnish each Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing.

Brokerage. The New Advisory Agreements require abrdn Inc. to use its best efforts to obtain the best price and execution for the Funds, as Tekla is required to do under the Tekla Advisory Agreements.

Compensation. With respect to each of HQH and HQL, under the New Advisory Agreements and consistent with the Tekla Advisory Agreements, abrdn Inc. would be paid a fee computed monthly, equal when annualized to (i) 2.50% of the average net assets for the month of its venture capital and other restricted securities up to 25% of net assets and (ii) for all other net assets, 0.98% of the average net assets up to and including $250 million, 0.88% of the average net assets for the next $250 million, 0.80% of the average net assets for the next $500 million and 0.70% of the average net assets in excess of $1 billion. The aggregate fee would not exceed a rate when annualized of 1.36% of the average net assets for any given month.

With respect to each of THQ and THW, under the New Advisory Agreements and consistent with the Tekla Advisory Agreements, abrdn Inc. would be paid a fee, computed monthly, equal when annualized to 1.00% of the average daily value of the Fund’s managed assets. “Managed assets” for any month is equal to the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes).

Expenses. Under the New Advisory Agreements, abrdn Inc. will bear all expenses in connection with the performance of its services, as Tekla does under the Tekla Advisory Agreements.

Non-Liability of the Investment Adviser. Under the New Advisory Agreements, abrdn Inc. shall not be held responsible for any loss incurred by any act or omission of any broker. abrdn Inc. shall also not be liable to the Funds and their shareholders for any error or judgment or for any loss suffered by the Funds in connection with rendering services under the New Advisory Agreements subject to certain exceptions. The Tekla Advisory Agreements include the same non-liability provisions with respect to Tekla.

Effective Period and Termination. If the New Advisory Agreements take effect, they will remain in effect for an initial two-year term and continuously thereafter so long as their continuance is approved annually by the New Boards, including a majority of the Independent Trustees. The New Advisory Agreements shall automatically terminate, without the payment of any penalty, in the event of assignment. Either party to the New Advisory Agreements may terminate the agreements by not less than thirty, but no more than sixty days’, written notice delivered to the other party. The New Advisory Agreements would automatically terminate if their continuance is not approved.

The Tekla Advisory Agreements for THQ and THW contain the same effective period and termination provisions but the effective period and termination provisions in the Tekla Advisory Agreements for HQH and HQL are different in certain respects. Unlike the New Advisory Agreements, the Tekla Advisory Agreements for HQH and HQL do not provide that the agreements shall remain in effect for an initial two-year term but, consistent with the New Advisory Agreements, the Tekla Advisory Agreements would remain in effect so long as their continuance is approved annually by the Boards, including a majority of the Independent Trustees. Under the Tekla Advisory Agreements for HQH and HQL, consistent with the New Advisory Agreements, either party may terminate the agreements by not less than thirty, but no more than sixty days’, written notice to the other party.

Amendments. Consistent with the Tekla Advisory Agreements, the New Advisory Agreements may not be amended without Board and shareholder approval.

BOARD CONSIDERATION OF THE NEW ADVISORY AGREEMENTS

At an in-person meeting held on June 26, 2023, the Current Trustees, including all of the Independent Trustees voting separately, unanimously determined, with respect to each Fund, that the terms of the New Advisory Agreement are fair and reasonable and approved the New Advisory Agreement as being in the best interests of such Fund and its shareholders. In making their determinations, the Boards considered materials that were specifically prepared by abrdn Inc. and Tekla regarding the Asset Transfer and the New Advisory Agreements, including information with respect to abrdn Inc. that was provided in response to a number of questions and supplemental information requests from counsel to the Independent Trustees and the Funds. In addition, prior to the June 26, 2023 Board meeting, the Trustees met with representatives of abrdn and Tekla and with the New Trustee nominees. The Independent Trustees of the Funds also met separately with their independent counsel to consider and discuss the New Advisory Agreement with respect to each Fund. The Trustees considered that the key members of the investment team currently managing the Funds at Tekla had entered into employment agreements with abrdn Inc. prior to Tekla and abrdn Inc. signing the Purchase Agreement and that substantially all of members of the investment team currently managing the Funds at Tekla are expected join abrdn Inc. as full-time employees and continue to manage the Funds under the New Advisory Agreements. In their deliberations, the Independent Trustees had the opportunity to meet privately on several occasions without representatives of abrdn or Tekla present and were represented throughout the process by counsel to the Independent Trustees and the Funds.

In approving the New Advisory Agreements, the Boards considered, among other things, the nature, extent, and quality of the services to be provided by abrdn Inc., the investment performance of the Funds and abrdn Inc., the costs of services to be provided by abrdn Inc. and profits expected to be realized by abrdn Inc. with respect to the Funds. The Trustees also considered whether the proposed fee levels reflect any economies of scale for the benefit of Fund shareholders and the extent to which economies of scale would be realized as the Funds grow. The Boards also evaluated the financial strength of abrdn Inc. and abrdn Inc.’s ability to manage the Funds, noting that substantially all of the members of the investment team currently managing the Funds at Tekla are expected to continue to do so under the New Advisory Agreements. Counsel to the Independent Trustees and the Funds provided the Independent Trustees with a memorandum regarding the statutory and regulatory requirements for approval and disclosure of investment advisory agreements. With respect to each Fund, the Board, including the Independent Trustees, evaluated all of the foregoing and, considering all factors together, determined in the exercise of its business judgment that the approval of the New Advisory Agreement is in the best interests of the Fund and its shareholders. The following provides more detail on certain factors considered by the Trustees and the Boards’ conclusions with respect to each such factor.

Nature, extent and quality of the services. The Trustees received and considered various information regarding the nature, extent and quality of the advisory services to be provided by abrdn Inc. to the Funds under the New Advisory Agreements. abrdn Inc. provided detailed responses to requests submitted by counsel to the Independent Trustees and the Funds. Prior to the June 26, 2023 meeting, the Trustees also received an in-person presentation from senior personnel across various departments of abrdn. The Trustees considered the information provided with respect to the resources that would be dedicated to the Funds and further considered that substantially all of the members of the investment team currently managing the Funds are expected to continue to do so under the New Advisory Agreements. Further, the Trustees noted that abrdn Inc. has advised the Trustees that in transitioning the management of the Funds, abrdn Inc. would be focused on minimizing any disruption to the Funds and their shareholders. The Trustees considered that abrdn Inc. is a very large asset manager and has extensive experience in managing closed-end funds. The Trustees noted that closed-end funds are an important element of the abrdn client base in the U.S. and globally and further noted that abrdn Inc. has substantial experience in assimilating closed-end funds into its family of funds.

The Trustees considered that as of December 31, 2022, abrdn had approximately $452 billion in assets under management and that abrdn Inc. manage 13 U.S. closed-end funds and 25 non-U.S. closed-end funds, totaling $29.8 billion in assets as of January 24, 2023. They also considered that while abrdn Inc. does not currently manage any healthcare or biotech strategies, substantially all of the members of the investment team currently managing the Funds at Tekla are expected to join abrdn Inc. as full-time employees and continue to manage the Funds under the New Advisory Agreements and abrdn Inc. had expressed its commitment to integrating this team into its organization and to expanding its expertise in the healthcare and biotech sectors more generally. The Trustees further considered that abrdn Inc. is committed to its asset management business and, in particular, its closed-end fund platform, has knowledge of the closed-end fund marketplace and has dedicated closed-end fund investor services professionals.

The Trustees noted abrdn Inc.’s and Tekla’s representation that, if abrdn Inc. were approved as the Funds’ investment adviser, there would be no expected diminution in the nature, quality and extent of services provided to the Funds and their shareholders, including administrative, regulatory and compliance services. The Trustees further considered certain differences in the valuation policies of abrdn Inc. and Tekla.

Based on the foregoing and other relevant information reviewed, the Trustees concluded that, overall, they were satisfied with assurances from abrdn Inc. as to the expected nature, extent and quality of the services to be provided to the Funds under the New Advisory Agreements.

Investment performance. The Trustees considered and reviewed the investment performance record of abrdn Inc. in managing other closed-end funds. The Trustees noted that abrdn Inc. does not currently manage any healthcare or biotech strategies. The Boards also considered the information received and reviewed throughout the year and in connection with its recent annual approval of the Tekla Advisory Agreements regarding the Funds’ performance, as well as the investment strategy and the investment team, both of which are expected to remain unchanged under the New Advisory Agreements. Furthermore, the Trustees considered that the Funds’ investment objectives, fundamental and non-fundamental policies are not expected to change as a result of the New Advisory Agreements.

Fees and Expenses. The Trustees considered that, with respect to each Fund, the advisory fee schedule would be the same under the New Advisory Agreement as under the Tekla Advisory Agreement. The Trustees considered the various services to be provided by abrdn Inc. to the Funds under the New Advisory Agreements and reviewed comparisons of the Funds’ proposed expense ratios to: (i) those of a peer group of other investment companies identified by an independent service provider engaged by the Independent Trustees in connection with their most recent renewal of the Tekla Advisory Agreements in March of 2023; and (ii) the Funds’ current expenses and expense ratios under the Tekla Advisory Agreements. The Trustees noted that abrdn Inc.’s proposed fees are within the range of fees presented in the comparative information and noted that, particularly in the case of HQH and HQL, the Funds may maintain a meaningful allocation to venture and restricted securities, a portfolio management service that can warrant higher management fees than those proposed to be charged by abrdn Inc. to the Funds. The Trustees considered, among other things, that the Funds’ Operating Expenses (as defined herein) are expected to decrease as a result of expense limitation agreements abrdn Inc. has agreed to impose, which will be in effect for at least two years from the date that abrdn Inc. begins managing the Funds and that the services to be provided by abrdn Inc. under the New Advisory Agreements are at least comparable to the services provided to the Funds under the Tekla Advisory Agreements.

Economies of Scale. The Trustees noted that while the Funds, as closed-end funds, generally would not present the opportunity for economies of scale by themselves, abrdn’s large platform presented new opportunities for the Funds to receive the benefits of economies of scale through abrdn’s relationships with service providers and other operational efficiencies. With respect to THQ and THW, the Trustees noted that the New Advisory Agreements, like the Tekla Advisory Agreements, do not provide for breakpoints that might reduce the effective fee rate paid by a Fund to the extent such Fund’s net assets should increase. With respect to HQH and HQL, the Trustees noted that, consistent with the Tekla Advisory Agreements for such Funds, the advisory fee schedules in the New Advisory Agreements provide for breakpoints that would reduce the effective fee to the extent a Fund’s net assets should increase, allowing such Fund to share in the benefits of any economies of scale that would inure to abrdn as the Fund’s assets increase. The Trustees considered that, given the closed-end structure of HQH, HQL and THQ and the fact that, absent a rights offering or other secondary offering, any significant growth in assets generally will occur through appreciation in the value of the Funds’ investment portfolio. The Trustees noted that although THW also has a closed-end structure involving the same limitations on growth, the Fund had commenced an at-the-market offering in January 2023, and the New Board would have an opportunity to evaluate any economies of scale generated by this offering in connection with future renewals of the New Advisory Agreement.

The Trustees also noted abrdn Inc.’s representation that it would attempt to achieve economies of scale through relationships with brokers, administrative systems and other efficiencies. The Trustees considered the ways in which abrdn Inc. may be able to achieve economies of scale for the Funds but noted that there can be no assurances that economies of scale will be achieved by abrdn Inc. Under the circumstances, the Board concluded that, with respect to each Fund, the proposed advisory fees are not excessive and that the advisory fee structure for the Fund is appropriate.

Fall-Out Benefits and Other Factors. The Trustees also considered information regarding potential “fall-out” or ancillary benefits that would be received by abrdn as a result of its relationship with the Funds. The Boards received and considered information regarding the extent to which abrdn might derive other ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as investment adviser to the Funds. The Boards concluded that, to the extent abrdn derives other benefits from its relationship with the Funds, those benefits are not so significant as to render abrdn Inc.’s fees excessive.

The Trustees also considered that Tekla has a financial interest under the Purchase Agreement in having the Boards and shareholders approve the New Advisory Agreements.

Costs of Services Provided and Profitability. In evaluating the costs of the services to be provided by abrdn Inc. under the New Advisory Agreements and the expected profitability to abrdn Inc. from its proposed relationship with the Funds, the Trustees once again considered, among other things, that there would be no increase in advisory fee rate under the New Advisory Agreements. The Trustees further noted the pro forma nature of the profitability information presented and that it was not possible to predict with certainty how abrdn Inc.’s profitability actually would be affected by becoming the investment adviser to the Funds, but that they had been satisfied, based on their review of the projected profitability of abrdn Inc., that the profitability from its relationship with the Funds would not be excessive.

Based on the information provided to and evaluated by the Trustees, the Trustees concluded that, with respect to each Fund, the fees proposed to be charged by abrdn Inc. under the New Advisory Agreement are fair and reasonable in light of the quality and nature of the services proposed to be provided by abrdn Inc. and that the proposed profitability of abrdn Inc.’s relationship with the Fund will not be excessive.

Conclusion. In their deliberations, the Trustees did not identify any single item that was all-important or controlling and each Trustee may have attributed different weights to various factors. After an evaluation of the above-described factors and based on their deliberations and analysis of the information provided, the Trustees concluded that, with respect to each Fund, approval of the New Advisory Agreement is in the best interests of the Fund and its shareholders. Accordingly, the Trustees, including the Independent Trustees voting separately, unanimously approved the New Advisory Agreement with respect to each Fund and recommended that shareholders of each Fund vote FOR approval of the New Advisory Agreement.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act provides a safe harbor for an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of securities or other interest in the investment adviser, provided that two conditions are satisfied. Tekla will receive compensation in connection with the Asset Transfer.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale, or any express or implied terms, conditions or understandings applicable to the sale. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the sale whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

Second, during the three-year period after the sale, at least 75% of the members of the investment company’s board of directors cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor.

The Trustees have not been advised by Tekla or abrdn Inc. of any circumstances arising from the Asset Transfer that might result in the imposition of an “unfair burden” on the Funds as defined in Section 15(f) of the 1940 Act. Moreover, abrdn Inc. has committed that for two years after the consummation of the Asset Transfer, it will use reasonable best efforts to ensure that no unfair burden is imposed on the Funds. abrdn Inc. has also agreed that for a minimum of three years subsequent to the consummation of the Asset Transfer, it will use reasonable best efforts to ensure that at least 75% of the Board of each Fund will be comprised of persons who are not “interested persons” of either abrdn Inc. or Tekla.

SECOND MEETING PROPOSAL

TO ELECT FOUR NEW TRUSTEES TO EACH FUND’S BOARD

Background

Each Fund’s Board is responsible for the overall management of the respective Fund, including general supervision and review of the Fund’s investment activities. Each Board, in turn, elects the officers of the respective Fund who are responsible for administering the Funds’ day-to-day operations. Among other things, each Board generally oversees the portfolio management of the respective Fund and reviews and approves the Fund’s investment advisory agreements and other principal contracts.

At an in-person meeting held on June 26, 2023, the current Boards, in reviewing the New Advisory Agreements, noted that the Funds would likely undergo certain changes in their day-to-day operations, although as noted above, the current investment team is expected to continue to manage the Funds as employees of abrdn Inc. rather than Tekla and most of the Funds’ other significant service providers will also continue in their current roles. In this context, four new highly experienced and qualified Trustees were proposed for the current Boards’ consideration, to serve the Funds only if the Asset Transfer were to be completed (which, as discussed above, is subject to approval of both Proposals by shareholders of all four Funds and certain other conditions). The New Trustee nominees are Rose DiMartino, C. William Maher, Todd Reit and Stephen Bird. Each of the New Trustees already serves on boards of funds for which abrdn Inc. or its affiliates provide advisory services, and as such, these nominees have developed a certain level of familiarity with the investment philosophy, capabilities, personnel and ethics of abrdn Inc. and its affiliates. Each of the New Trustees, except Stephen Bird, would serve as an Independent Trustee of the Funds.

The current Boards noted these factors as consistent with good governance and that the election of the New Trustees was in the best interests of the Funds. The current Boards also noted that it is expected that two of the existing Trustees, Jeffrey A. Bailey and Kathleen L. Goetz, would continue to serve as Trustees of the Funds after the completion of the Asset Transfer. The current Boards believe that having a mix of existing and new trustees who are familiar with Tekla’s and abrdn Inc.’s respective investment philosophies and operations is important and will result in a more efficient transition.

The current Boards requested and received information about the New Trustees in advance of the June 26, 2023 meeting. The Current Trustees also met personally with each of the New Trustees to assess their experience and backgrounds. The current Boards believe that each New Trustee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of other continuing and New Trustees lead to the conclusion that each New Trustee should serve in such capacity. Among the attributes or skills common to all New Trustees are their ability to review critically and to evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, the Fund’s investment adviser, the administrator and other

service providers, counsel and independent registered public accounting firm, and to exercise effective and independent business judgment in the performance of their duties as Trustees. Each New Trustee’s ability to perform the duties of a trustee effectively has been attained and enhanced through the New Trustee’s education, professional training and other life experiences, such as business, consulting or public service positions and through experience from service as a board member of other abrdn funds, public companies, non-profit entities or other organizations.

The Governance and Nominating Committee of each Fund’s Board also considered the New Trustees’ background, experience and their familiarity with the abrdn fund complex, their willingness to serve and the proposed structure of the Boards, including that Jeffrey A. Bailey and Kathleen Goetz, would continue to serve as Trustees of the Funds after the completion of the Asset Transfer. Upon the recommendation of the Governance and Nominating Committee, at the June 26, 2023 meeting, each Fund’s Board, including all of the Independent Trustees, considered and approved the New Trustees and recommended that shareholders elect the New Trustees.

If (i) shareholders of all four of the Funds approve the New Advisory Agreements; (ii) shareholders of all four of the Funds elect the New Trustees; and (iii) certain other conditions are satisfied such that the Asset Transfer is completed, four of the Current Trustees would resign from their positions and the two continuing Trustees (the “Continuing Current Independent Trustees”) and four New Trustees would comprise the New Boards of the Funds. As a result, the total number of Trustees on the Boards would remain at six. Further, five of the six Trustees would be Independent Trustees, as is the case currently. The entry into office of the New Trustees would be effective as of the completion of the Asset Transfer. If the Asset Transfer is completed, it is expected that the New Boards will elect a new slate of officers. Information relating to the new slate of officers expected to be elected into office by the New Boards is set forth in Schedule 4 to this Joint Proxy Statement. The entry into office of the new officers of the Funds would be effective upon their election by the New Boards.

Each Fund’s Declaration of Trust, as amended to date (the “Declaration of Trust”), provides that its Board shall be divided into three classes (each a “Class”) with staggered terms. Trustees of each Class of each Fund are elected for three-year terms. The term of office of each Class of Trustees for each Fund will expire in the year indicated in the following chart:

Each Fund’s Declaration of Trust provides that a majority of its Trustees shall fix the number of the entire Board of Trustees and that such number shall be at least three and no greater than fifteen. Each Fund’s Board has fixed the number of Trustees at six. Each nominee has consented to serve as a New Trustee if elected at the Second Meeting. In the event that a nominee is unable to serve for any reason when the election occurs, the accompanying Proxy Card will be voted for such other person or persons as the applicable Fund’s Board may recommend.

Proxies will be voted for the election of the New Trustees for each Fund as set forth in the following table. The table shows the applicable Class and expiration year with respect to each Fund.

As noted above, two of the existing Trustees, Jeffrey A. Bailey and Kathleen Goetz, would continue to serve as Trustees of the Funds after the completion of Asset Transfer. The table shows their applicable Class and expiration year with respect to each Fund.

Each Fund’s Declaration of Trust states that Trustees shall be elected by a plurality of each Fund’s shares voting at the Second Meeting. Plurality voting means the nominee for each seat receiving the greatest number of votes will be elected.

For information on the New Trustee nominees, please see the “Information on the New Trustees” section below in this Joint Proxy Statement.

EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
EACH OF THE NEW TRUSTEE NOMINEES

¹ The address of each Trustee is abrdn Inc., 1900 Market Street, Suite 200, Philadelphia PA 19103

* As of the date of this Proxy Statement, the “abrdn Fund Complex” consists of: abrdn Income Credit Strategies Fund, abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., abrdn Japan Equity Fund, Inc., The India Fund, Inc., abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Global Infrastructure Income Fund, abrdn Funds (which consists of 19 portfolios) and abrdn ETFs (which consists of 3 portfolios).

** Would be deemed to be an Interested Trustee of the Funds because of his position held with abrdn.

¹ The address of each Trustee is abrdn Inc., 1900 Market Street, Suite 200, Philadelphia PA 19103 

* As of the date of this Proxy Statement, the “abrdn Fund Complex” consists of: abrdn Income Credit Strategies Fund, abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., abrdn Japan Equity Fund, Inc., The India Fund, Inc., abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Global Infrastructure Income Fund, abrdn Funds (which consists of 19 portfolios) and abrdn ETFs (which consists of 3 portfolios).

The following table shows the ownership of shares of each New Trustee nominee in each Fund and in all of the other funds in abrdn Family of Investment Companies as of October 31, 2022. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.

* The ranges for equity securities ownership by each Trustee are: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.

** “abrdn Family of Investment Companies” means those registered investment companies that are advised by abrdn and that hold themselves out to investors as related companies for purposes of investment and investor services.

The following table shows the ownership of shares of the Continuing Current Independent Trustees in each Fund and in all of the other funds in abrdn Family of Investment Companies as of December 31, 2022. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.

* The ranges for equity securities ownership by each Trustee are: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.

** “abrdn Family of Investment Companies” means those registered investment companies that are advised by abrdn and that hold themselves out to investors as related companies for purposes of investment and investor services. 

As of May 31, 2023, none of the Independent New Trustee nominees or any of the Continuing Current Independent Trustees owned any shares of abrdn Inc. or of any person directly or indirectly controlling, controlled by or under common control with abrdn Inc.

Board Leadership Structure and Functions

Board of Trustees. If the Asset Transfer is completed, the total number of Trustees on each Fund’s Board would remain at six. Five of the six Trustees would be independent. The Current Trustees and the New Trustees believe that the proposed size of each New Board is conducive to Board interaction, dialogue, and debate, resulting in an effective decision-making body. Each New Board will be comprised of Trustees with a variety of professional backgrounds. The Current Trustees and the New Trustees believe that the skill sets of the New Trustees are complementary and add to the overall effectiveness of the Boards.

In addition to four regularly scheduled meetings per year, the Boards expect to hold special meetings either in person or virtually to discuss specific matters that may require consideration prior to the next regular meeting. As discussed below, the Boards have established several standing committees to assist the Boards in performing their oversight responsibilities, and each such committee would have a chairperson. The Boards may also designate working groups or ad hoc committees as it deems appropriate.

During the Funds’ fiscal years ended September 30, 2022, each current Board held five meetings. Each of the incumbent Trustees attended 100% of the aggregate number of meetings of the Board of each Fund during the period for which he or she served as a Trustee. Each of the continuing Trustees attended 100% of the aggregate number of meetings of the Committees of the Boards on which such Trustee served during the period that he or she has served.

Board Chair. The Boards expect to appoint Todd Reit, an Independent Trustee, to serve in the role of Chair (replacing the current Chair, Mr. Bailey, who will continue as an Independent Trustee). The Chair’s primary role would be to participate in the preparation of the agenda for meetings of the Boards and the identification of information to be presented to the Boards with respect to matters to be acted upon by the Boards. The Chair would also preside at all meetings of the Boards and between meetings generally act as a liaison with the Funds’ service providers, officers, legal counsel, and the other Trustees. The Chair would also be expected to perform such other functions as may be requested by the Boards from time to time.

The Boards also believe that having a Chair who is an Independent Trustee and having a super-majority of Independent Trustees would be appropriate and in the best interest of the Funds’ shareholders. Nevertheless, the Boards also believe that having an interested person serve on the Boards would likely bring to the Trustees’ deliberations corporate and financial viewpoints that generally are, in the Boards’ view, crucial elements in its decision-making process. The leadership structure of the New Boards may be changed at any time and in the discretion of the Boards, including in response to changes in circumstances or the characteristics of the Funds.

Board Committees

If the Asset Transfer is completed, it is anticipated that each Board will maintain but reconstitute the following standing committees of the Board:

Audit Committee. The Audit Committee is expected to be composed entirely of Independent Trustees who also meet the standards of independence for audit committee members set forth in the listing standards of the New York Stock Exchange (“NYSE”); its members are expected to be C. William Maher, Todd Reit, Jeffrey A. Bailey, Kathleen L. Goetz and Rose DiMartino. C. William Maher is expected to be determined by the New Boards to be an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K. The Audit Committee will make recommendations to the New Boards concerning the selection of the Funds’ independent registered public accounting firm based on discussion and review of any necessary disclosures pertaining to the accounting firm’s independence, review with such independent registered public accounting firm the scope and results of the Funds’ annual audit and consider any comments that the independent registered public accounting firm may have regarding the Funds’ financial statements, accounting records or internal controls.

Each Fund’s current Audit Committee consists of the following current Independent Trustees: Thomas M. Kent (Chair), Kathleen L. Goetz and W. Mark Watson. Each current Audit Committee member also meets the standards of independence for audit committee members set forth in the listing standards of the NYSE. Each Fund’s current Board has adopted a formal written charter for the Audit Committee. Each current Audit Committee held four meetings during the fiscal year ended September 30, 2022.

Governance and Nominating Committee. The Governance and Nominating Committee is expected to be composed entirely of Independent Trustees; its members are expected to be Todd Reit, Jeffrey A. Bailey, Kathleen L. Goetz, Rose DiMartino and C. William Maher, all of whom meet the independence requirements set forth in the listing standards of the NYSE. The Governance and Nominating Committee will be responsible for overseeing the New Boards’ governance and related Trustee practices, including selecting and recommending candidates to fill vacancies on the New Boards. The Governance and Nominating Committee will consider Trustee candidates recommended by shareholders of the Funds.

The current Governance and Nominating Committee consists of: Jeffrey A. Bailey, Dr. Rakesh K. Jain (Chair) and Thomas M. Kent, all of whom meet the independence requirements set forth in the listing standards of the NYSE. Each Fund’s current Board has adopted a formal written charter for the Governance and Nominating Committee, a copy of which is included as Exhibit C to this Joint Proxy Statement. Each current Governance and Nominating Committee held five meetings during the fiscal year ended September 30, 2022.

Each Fund’s By-Laws require that each prospective trustee candidate have a college degree or equivalent business experience and provide a list of minimum qualifications for trustees, which include expertise, experience or relationships relevant to the business of the Fund. Each Fund’s By-Laws also require that a candidate not be serving in any of various positions with another investment company (as defined in the 1940 Act) that focuses its investments in the healthcare and/or life sciences industries, unless such investment company is managed by the Fund’s investment adviser or an affiliate, or in various positions with the investment adviser, sponsor or equivalent of such an investment company. Each current Governance and Nominating Committee may also take into account other factors when considering and evaluating potential trustee candidates, including but not limited to: (i) availability and commitment to attend meetings and perform responsibilities of the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) the candidate’s ability, judgment and expertise; and (vi) the overall diversity of the Board’s composition.

While each current Governance and Nominating Committee is solely responsible for the selection and nomination of the New Trustees, the Committee will also review and consider Trustee nominations made by management and by Fund shareholders who have sent nominations (which include the biographical information and the qualifications of the proposed nominee) to the Funds, as the Trustees deem appropriate.

Valuation Committee. The Valuation Committee is expected to be composed entirely of Independent Trustees; its members are expected to be Jeffrey A. Bailey, Kathleen L. Goetz and C. William Maher, all of whom meet the independence requirements set forth in the listing standards of the NYSE. Each Fund’s Valuation Committee will have the responsibility for determining, subject to New Board ratification, in accordance with the Fund’s valuation procedures, the value of assets held by the Fund on any day on which the net asset value per share is determined. The Valuation Committee may appoint a Sub-Committee made up of employees and officers of abrdn Inc., subject to oversight by the Valuation Committee. The Valuation Committee shall meet as often as necessary to ensure that each action taken by the Sub-Committee is reviewed within a calendar quarter of the occurrence. In connection with its review, the Valuation Committee shall ratify or revise the pricing methodologies authorized by the Sub-Committee since the last meeting of the Valuation Committee. The Valuation Committee is charged with the responsibility of determining the fair value of the Fund’s securities or other assets in situations set forth in the Fund’s valuation procedures.

The members of each Fund’s current Valuation Committee are Jeffrey A. Bailey (Chair), Kathleen L. Goetz, Dr. Daniel R. Omstead and W. Mark Watson. Each current Valuation Committee held four meetings during the fiscal year ended September 30, 2022.

Other Current Committee of the Funds

Qualified Legal Compliance Committee. Each Fund has a Qualified Legal Compliance Committee (“QLCC”) comprised solely of Independent Trustees. The current Board of each Fund has adopted a written charter for the QLCC. The principal purpose of the Fund’s QLCC is to review and respond to reports of Evidence of a Material Violation (as defined in the QLCC charter). Reporting Evidence of a Material Violation is required under the Standards of Professional Conduct for Attorneys adopted by the U.S. Securities and Exchange Commission (the “SEC”) under the Sarbanes-Oxley Act of 2002 (the “Standards”). Under the Standards, if an attorney appearing and practicing before the SEC in the representation of an issuer, such as the Fund, becomes aware of Evidence of a Material Violation by the issuer or by any officer, trustee, employee or agent of the issuer, the Standards provide for the attorney to report such evidence to the issuer’s QLCC forthwith. In discharging its role, the QLCC is granted the power to investigate any Evidence of a Material Violation brought to its attention with full access to all books, records, facilities and personnel of the Fund and the power to retain outside counsel, auditors or other experts for this purpose.

The members of each Fund’s current QLCC are Dr. Rakesh K. Jain and Thomas M. Kent (Chair). Each Fund’s QLCC had no cause to meet during the fiscal year ended September 30, 2022.

The New Boards do not currently anticipate continuing the QLCC but are expected instead to appoint a chief legal officer to serve in lieu of such committee.

The New Boards may establish additional committees as they deem necessary or convenient.

New Trustee Nominee and Continuing Current Independent Trustee Qualifications

Below is a brief summary of the qualifications of each New Trustee nominee and Continuing Current Independent Trustee as of the date of this Joint Proxy Statement.

New Trustee Nominees

Stephen Bird. Mr. Bird joined the Board of abrdn plc (formerly, Standard Life Aberdeen 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. Mr. Bird serves as an interested Director/Trustee on a number of abrdn-advised funds, including abrdn’s U.S. closed-end funds.

Rose DiMartino. Ms. DiMartino was previously a Partner (1991 – 2017) and Senior Counsel (2017 – 2019) in the asset management department at the law firm of Willkie Farr & Gallagher LLP. Ms. DiMartino has over 30 years of experience counseling registered investment companies and their advisers in all aspects of fund organization and operation. Ms. DiMartino is a Trustee of abrdn ETFs. In the healthcare and biotech field, Ms. DiMartino served as legal counsel to the Gabelli Healthcare and Wellness Trust, a closed-end fund, from its launch in 2007 until her retirement in 2019, handling its SEC registration, the adoption of discount-management mechanisms and capital-raising strategies. Ms. DiMartino also advised the board on various governance, disclosure and legal and regulatory matters.

C. William Maher. Mr. Maher is a Co-founder of Asymmetric Capital Management LLC from May 2018 to September 2020. Formerly Chief Executive Officer of Santa Barbara Tax Products Group from October 2014 to April 2016. Prior to that Mr. Maher served as Chief Financial Officer of Santa Barbara Tax Products Group from 2010 to 2014. Mr. Maher serves as the Audit Chair and Director of abrdn Emerging Markets Equity Income Fund, Inc. and as a Director of abrdn Japan Equity Fund, Inc. Earlier in Mr. Maher’s career, he was responsible for the Fund Administration Group, overseeing finance/accounting and compliance for the Invesco Global Healthcare Fund.

Todd Reit. Mr. Reit is 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). Mr. Reit serves as a Trustee of the abrdn Global Infrastructure Income Fund, abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund and abrdn Global Premier Properties Fund. Mr. Reit began his career in healthcare investing banking and worked on the IPOs of multiple bio-tech and healthcare companies. Mr. Reit also led the IPO for the Invesco Global Health Science Fund in 1992 and was the sole advisor to its follow-on rights offering in 1999.

Continuing Current Independent Trustees

Jeffrey A. Bailey. Mr. Bailey is a seasoned operational healthcare executive with over 30 years of leadership experience within the healthcare industry. Mr. Bailey has extensive business development and transactional expertise, with diverse leadership experiences in commercial and supply chain management, finance, business development and product development for various pharmaceutical medical device companies. He serves as Chairman of the Board of Trustees and also on the Valuation Committee and on the Governance and Nominating Committee of the Fund. Most recently, Mr. Bailey served as chief executive officer and director of BioDelivery Sciences, a biotechnology company, from 2020-2022. He served as president and chief executive officer of IlluminOss Medical, Inc., a medical device company, from 2018 to 2020. From 2015 until 2017, Mr. Bailey served as chief executive officer of Neurovance, Inc., a biotechnology company. Previously, from 2013 through 2015, Mr. Bailey served as president and chief executive officer and as a director of Lantheus Medical Imaging, Inc., a public medical diagnostic company. Prior to 2013, Mr. Bailey held various leadership positions with several public and private pharmaceutical and medical device companies, including president and general manager at Novartis Pharmaceuticals, a multinational pharmaceutical company, and a 22-year career with Johnson & Johnson, a multinational medical devices, pharmaceutical and consumer packaged goods manufacturing company. Mr. Bailey also has extensive board member experience, having previously served on boards of directors for eight companies. Mr. Bailey currently serves as a director for Aileron Therapeutics, Inc. and Madison Vaccines, Inc. Mr. Bailey holds a BA in business administration from Rutgers University.

Kathleen Goetz. Ms. Goetz brings to the Fund over 30 years of healthcare business and leadership experience. She brings extensive knowledge of healthcare markets, with leadership experience across product development, operational effectiveness, organizational governance and design, and marketing and sales strategy. She currently acts as a consultant and an advisor within the pharmaceutical, biotech, and medical technology sectors. Ms. Goetz was Vice President Head of Sales at Novartis Pharmaceuticals, a global healthcare company until 2019. During her 28 years with Novartis, Ms. Goetz held positions of increasing responsibility, leading marketing, sales and reimbursement teams through various stages of commercialization from pre-launch planning through to loss of exclusivity across diverse therapeutic areas. Other key roles during her time at Novartis also include National Executive Director of Strategic Accounts, Integrated Market Planning and Marketing Director, providing her with valuable experience leading organizational transformation, resourcing, forecasting, and analytics. She continues to act as a mentor to future leaders and as a champion for diversity through her past work as an Executive Leadership Development mentor and a former Novartis Pharmaceuticals Women in Leadership Chair. Ms. Goetz has won numerous healthcare and business leadership awards and recognition throughout her career, including being recognized with the Healthcare Women’s Business Association Rising Star Award. She serves on the Audit Committee and Valuation Committee of the Fund. Ms. Goetz holds a Business Finance degree from Iowa State University.

New Boards’ Role in Risk Oversight

The Funds are subject to a number of risks, including, among others, investment, compliance, operational and valuation risks. Risk oversight will form part of the New Boards’ general oversight of the Funds and will be addressed as part of various Board and Committee activities. The New Boards will adopt, and periodically review, policies and procedures designed to address these risks. Different processes, procedures and controls will be employed with respect to different types of risks. Day-to-day risk management functions will be subsumed within the responsibilities of abrdn Inc., who will carry out the Funds’ investment management and business affairs and other service providers in connection with the services they will provide to the Funds. abrdn Inc. and other service providers have their own, independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. As part of their regular oversight of the Funds, the New Boards, directly and/or through a Committee, will interact with and review reports from, among others, abrdn Inc. and the Funds’ other service providers (including the Funds’ transfer agent), the Funds’ Chief Compliance Officer, the Funds’ independent registered public accounting firm, legal counsel to the Funds, and internal auditors, as appropriate, relating to the operations of the Funds. The New Boards also will require abrdn Inc. to report to the New Boards on other matters relating to risk management on a regular and as-needed basis. The New Boards recognize that it may not be possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate their occurrence or effects. The New Boards may, at any time and in their discretion, change the manner in which they conduct risk oversight.

Board Compensation

None of the New Trustee nominees have served as a Trustee of the Funds. Therefore, none of the New Trustee nominees have received any compensation from the Funds. Each New Trustee, with the exception of Stephen Bird, will be paid by the Funds for his or her services as an Independent Trustee. If the New Trustee nominees are elected and take office, the Boards may establish a new compensation schedule for their Independent Trustees. The new compensation schedule for the Independent Trustees may take into account their services provided to other funds in the abrdn Fund Complex, if any. The Funds will not pay any compensation to an Interested Trustee.

For the fiscal year ended September 30, 2022, each Fund paid an annual fee of $17,500 (the annual fee was $16,250 from January 1, 2021 through December 31, 2021) to its Independent Trustees and the Chairman of the Board received an additional annual fee of $5,000. Additionally, each Fund paid each Independent Trustee $1,000 for each Board and $750 for each Committee meeting (from January 1, 2021 through December 31, 2021 each Fund paid $250 for each Board and Committee meeting attended by telephone). The Chairman of the Audit Committee, the Valuation Committee and the Governance and Nominating Committee of each Fund each received an additional annual fee of $2,000. Independent Trustees are also reimbursed for travel expenses incurred in connection with attending such meetings. For the fiscal year ended September 30, 2022, the Independent Trustees as a group received $2,098 from HQH, $898 from HQL, $2,037 from THQ and $1,140 from THW for reimbursed expenses.

Each Fund has entered into a Services Agreement with Tekla. Pursuant to the terms of the Services Agreement, each Fund reimburses Tekla for a portion of the payment of salary and provision of benefits to each Fund’s Chief Compliance Officer. Current Trustees and officers of each Fund who hold positions with Tekla receive indirect compensation from the investment advisory fee paid to the Tekla by each Fund. The Services Agreement will not be needed if the Asset Transfer is completed. Consistent with the approach taken with respect to other closed-end funds managed by abrdn, abrdn, and not the Funds, shall be responsible for the salary and benefits of the Funds’ Chief Compliance Officer, who is employed by abrdn Inc.

The following table sets forth information regarding compensation of the Trustees and Executive Officer by each Fund for the fiscal year ended September 30, 2022, but does not include reimbursed expenses as described above.

* Kathleen L. Goetz was appointed as a Trustee effective December 9, 2021. W. Mark Watson was appointed as a Trustee effective June 9, 2022.

Officers

Information relating to the current officers of the Funds is set forth in Schedule 3 to this Joint Proxy Statement. The Boards elect the Funds’ officers, who are responsible for administering the Funds’ day-to-day operations. If the Asset Transfer is completed, it is expected that the New Boards will elect a new slate of officers. The Funds will not pay any compensation to the new officers. Information relating to the new slate of officers expected to be elected into office by the New Boards is set forth in Schedule 4 to this Joint Proxy Statement. This information is subject to change. To the knowledge of the Funds’ management, as of June 16, 2023, the Current Trustees, New Trustees, the current officers and the expected new officers owned, as a group, less than 1% of the outstanding shares of each Fund.