🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for the abrdn Emerging Markets ex-China Fund (AEF). Think of it as a formal invitation and information packet sent to shareholders ahead of an important vote.

👉 Why it exists: The law requires companies to give shareholders detailed information before they vote on key matters. Here, the only item to vote on is electing a director to the fund's board. This document explains who the candidate is, how the board works, and other governance details you need to make an informed decision.

🏢 What The Company Does

In simple terms, AEF is a closed-end investment fund. Unlike a mutual fund you can buy and sell daily, a closed-end fund issues a fixed number of shares that trade on an exchange like a stock.

👉 Its specific focus: The fund invests in stocks of companies in emerging markets, but it explicitly excludes China. So, think of investments in countries like India, Brazil, Taiwan, or South Africa, but not China. The fund is managed by abrdn Inc., which handles the day-to-day investment decisions.

🗳️ The Main Event: Director Election

The entire meeting is focused on one proposal: electing Nancy Yao as a Class III Director for a three-year term ending in 2029.

👉 Who is Nancy Yao? She's been on the board since 2018. Her background is in finance and Asia-focused governance, with experience at Goldman Sachs and Yale University. The board unanimously recommends voting "FOR" her.

🏛️ Board & Governance Structure

The fund's board has a specific setup designed for oversight.

• Board Composition: Currently, the board has 4 directors, all of whom are Independent Directors (meaning they aren't employees of the fund manager, abrdn).
• Staggered Terms: The board is divided into three classes with terms of three years. This year, only the Class III seat is up for election.
• Key Committees: The board has two main committees, made up entirely of independent directors:
  • Audit Committee: Oversees the financial audit and the accounting firm (KPMG LLP).
  • Nominating Committee: Finds and proposes new director candidates.
• Meetings: The board held 6 meetings in 2025. All directors attended at least 75% of the meetings they were supposed to.

👉 Why it matters: This structure is meant to ensure independent oversight of the fund manager, protecting the interests of shareholders like you. A board full of independent directors is your watchdog.

💼 Director Compensation

Directors are paid for their service. For 2025:

• Nancy Yao received $62,350 from this specific fund (AEF).
• She also received compensation for serving on the boards of other funds in the broader "abrdn Fund Complex," bringing her total compensation from the complex to $410,021.

👉 Insight: This shows directors are paid by the fund family, not just one fund. Their compensation increases with the number of fund boards they sit on.

📜 Auditor & Fees

The fund's financial statements are audited by KPMG LLP. For the 2025 audit, KPMG billed the fund $73,300 in Audit Fees.

👉 Transparency check: The filing discloses that KPMG also billed the fund's manager (abrdn) $1,253,744 for non-audit services in 2025. The Audit Committee reviewed this and concluded KPMG's independence isn't compromised.

📊 Fund Snapshot & Ownership

• Shares Outstanding: As of the record date (April 1, 2026), there were 40,601,424 common shares.
• Large Shareholders: A few big investors hold significant stakes:
  • City of London Investment Management owns 28% of the fund.
  • First Trust entities collectively own 10.29%.

👉 Why it matters: Knowing large institutional investors are involved can signal confidence in the fund's strategy, but also means their decisions can heavily influence the fund.

🔮 What's Next

The annual meeting will be held on Wednesday, May 27, 2026, at 10:00 a.m. Eastern Time at the abrdn offices in Philadelphia. Shareholders are encouraged to vote their proxy in advance by mail, phone, or internet.

👉 If you do nothing: If you submit your proxy card without marking a choice, your shares will be voted "FOR" Nancy Yao's election, as recommended by the board.

⚖️ Big Picture

👍 Strengths:

• Clear Governance: The fund has a detailed, independent board structure with established committees.
• Transparency: Key information about directors, compensation, and auditor fees is clearly disclosed.
• Focused Mandate: The "ex-China" emerging markets strategy is clear and distinct.

⚠️ Risks & Considerations:

• Routine Election: This is a standard director re-election, not a transformative event for the fund.
• Fund Complexity: Directors oversee multiple funds, which is efficient but means their focus is divided.
• Market Risk: As an emerging markets fund, its performance is inherently tied to volatile international markets.

🧠 The Analogy

Think of this fund as a specialized ship on a long voyage (investing in emerging markets without China). The captain is the fund manager (abrdn), who steers the ship day-to-day. The board of directors, including Nancy Yao, is like the ship's owners' council. They don't steer, but they hire and oversee the captain, check the maps, and make sure the ship isn't taking on water. This proxy statement is your chance as a part-owner to review the council member (Yao) and confirm she stays on the job.

🧩 Final Takeaway

This is a standard governance document for a specialized emerging markets fund. Your sole task is to vote on retaining an experienced director, Nancy Yao, to the board that oversees the fund's manager. The board unanimously recommends a "FOR" vote, and the detailed disclosures aim to give you the context to make that decision.