🧾 What This Document Is

This is a Joint Proxy Statement, a formal document sent to shareholders of three abrdn funds (AGD, AOD, and AWP). Its purpose is to ask for your vote on a specific proposal.

👉 In simple terms: The funds' leadership is holding a virtual meeting on May 27, 2026, and they need shareholders to elect two people to oversee the funds' board. This document explains who the candidates are and how to vote.

🏢 The Three Funds

These are all closed-end funds managed by abrdn. Unlike mutual funds, they issue a fixed number of shares that trade on the NYSE like a stock.

abrdn Global Dynamic Dividend Fund (AGD): Focuses on global companies that pay dividends.
abrdn Total Dynamic Dividend Fund (AOD): Also aims for dividend income, likely with a broader mandate.
abrdn Global Premier Properties Fund (AWP): Invests in real estate companies and properties globally.

👉 Why it matters: You're not just voting for a person; you're voting for the group that provides oversight on your fund's strategy, fees, and performance.

🚀 The Main Event: Electing Trustees

The single proposal at each fund's meeting is the election of two Class III Trustees. If elected, they will serve until 2029.

The Nominees (for all three funds):

Christian Pittard (Interested Trustee)
Nancy Yao (Independent Trustee)

👉 Who's who?

An "Interested Trustee" like Mr. Pittard works for the fund's parent company (abrdn). He has an inside view but is also part of the management structure.
An "Independent Trustee" like Ms. Yao has no material business relationship with abrdn. She is meant to represent a more objective, shareholder-focused perspective on the board.

👥 Meet the Nominees

The board believes a mix of independent and management-linked trustees is effective for oversight.

Christian Pittard: Head of Closed End Funds at abrdn. He's been a Trustee since 2024 and is also a Vice President of each fund. His role: Brings deep, day-to-day knowledge of the funds' operations and strategy.
Nancy Yao: An assistant professor at Yale with over 25 years in finance and governance. She's been a Trustee since 2018. Her role: Provides independent, expert oversight on financial reporting and governance.

👉 Why it matters: Shareholders are being asked to re-approve this mix of insider and independent leadership.

💰 Compensation & Ownership

This shows how Trustees are paid and if they have "skin in the game."

Pay for Service: Trustees who are independent are paid by the funds for their work. For the fiscal year 2025:
- Nancy Yao received $68,913.97 total from all three funds.
- Todd Reit (current Chair) received $64,813.96.
Fund Ownership: Most Independent Trustees own between $10,001 and $50,000 worth of shares in the funds they oversee. Christian Pittard, the Interested Trustee, owns no shares.
Audit Fees: The independent auditor, KPMG LLP, was paid between $55,200 and $74,000 per fund for the 2025 audit.

👉 Why it matters: Trustee compensation aligns their interests with shareholders. Seeing them own shares suggests their personal financial outcome is tied to the fund's performance.

📜 Board Structure & Oversight

The boards have a clear system for governance and risk management.

Committees: Each fund has an Audit Committee and a Nominating Committee, made up entirely of Independent Trustees.
Meetings: Each board held 5 meetings in the last fiscal year. All Trustees attended at least 75% of them.
Risk Oversight: The boards' job is to oversee the major risks (investment, compliance, etc.) handled by abrdn, the investment adviser.

👉 Why it matters: This is the machinery of shareholder protection. Regular meetings and specialized committees are how the board stays informed and challenges management when needed.

📅 Key Dates & How to Vote

Record Date (April 1, 2026): You must own shares by this date to vote.
Meeting Date (May 27, 2026): The votes will be counted.
Voting Deadline: Return your proxy card promptly.
How to Vote: You can vote by mail, phone (1-800-337-3503), or internet (www.proxy-direct.com). Your vote is important to reach a quorum and avoid extra solicitation costs.

👉 The board's recommendation: Vote "FOR" both nominees. If you don't specify, your proxy will be voted this way automatically.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

The board has a strong independent majority (3 out of 4 trustees).
Clear committee structure with dedicated Independent Trustees for audit and nominations.
Trustees have relevant, high-level experience in finance, real estate, and governance.

⚠️ Risks & Considerations:

The "Interested Trustee" model means one board member is part of the management company, which could create a conflict of interest.
Shareholder meetings are primarily a formality for routine elections like this; real influence happens through ongoing engagement and the board's annual reviews.

🧠 The Analogy

Think of the fund's Board of Trustees like the board of directors for a ship. The Independent Trustees (like Nancy Yao) are experienced outside captains hired to make sure the ship is seaworthy and the voyage is sound. The Interested Trustee (like Christian Pittard) is the first mate who knows every detail of the ship's daily operations. You, the shareholder, are the owner. This vote is you deciding whether to keep this specific captain-and-first-mate team in charge for the next leg of the journey.

🧩 Final Takeaway

This proxy is asking you to renew the mandate for two key overseers of your fund—one from inside abrdn and one independent. The board recommends a "FOR" vote to maintain its current structure of oversight. Your quick vote, by mail, phone, or online, ensures the meeting has the required turnout to proceed efficiently.

AGD Proposes Election of Pittard and Yao as Trustees