M&A - abrdn Funds

Form Type: 425

Filing Date: 2025-06-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925058952

Filing Summary: The Board of Trustees of abrdn Funds approved a reorganization plan to convert the abrdn XXX Fund into the abrdn XXX ETF, effective approximately on October 17, 2025. Shareholders are encouraged to provide instructions regarding their accounts as direct holdings in ETFs are not permitted. Options for shareholders include transferring assets to a custodian that accepts ETF shares or requesting an exchange for shares of another fund. If no action is taken, accounts will be redeemed at the value on the conversion date. The document emphasizes the benefits of lower fees and improved flexibility associated with the conversion to ETFs. Additionally, it specifies that investments in the Funds may be liquidated and the associated cash distributions could be taxable. A registration statement on Form N-14 will be filed with the SEC concerning the conversion, and shareholders are advised to read the materials once available.

Form Type: 497K

Filing Date: 2025-06-12

Corporate Action: Merger

Type: Update

Accession Number: 000110465925058920

Filing Summary: On June 12, 2025, abrdn Funds announced a significant reorganization of the abrdn Intermediate Municipal Income Fund and the abrdn International Small Cap Fund, converting both mutual funds to exchange-traded funds (ETFs). This transition is expected to take place around October 17, 2025, and aims to benefit shareholders through lower management fees, reduced net expenses, enhanced trading flexibility, and improved portfolio transparency. The Board of Trustees determined that the mergers of these Funds into ETFs aligns with shareholders' best interests and will not dilute existing shareholder value. Shareholders will receive shares in the corresponding ETFs based on their current holdings, with provisions for cash payments in lieu of fractional shares. To facilitate this transition, a Share Class Consolidation will occur on July 18, 2025, followed by a Reverse Stock Split of the Institutional Class shares of abrdn Intermediate Municipal Income Fund. It was emphasized that shareholders must hold their Fund shares in brokerage accounts that accept ETFs to fully participate in the reorganization. Additionally, the updates included changes to the waiver of Rule 12b-1 fees and the suspension of sales of Fund shares after June 18, 2025, except for specified accounts. Important dates concerning the Reorganization and shareholder actions were provided, alongside a decision not to pursue the conversion of the abrdn Focused Emerging Markets ex-China Fund to an ETF at this time.

Form Type: 497K

Filing Date: 2025-06-12

Corporate Action: Merger

Type: Update

Accession Number: 000110465925058925

Filing Summary: On June 11, 2025, the Board of Trustees of abrdn Funds approved the reorganization of the abrdn Intermediate Municipal Income Fund and the abrdn International Small Cap Fund from mutual funds to exchange-traded funds (ETFs). This change is expected to provide benefits such as lower management fees and enhanced trading flexibility. The reorganization is expected to take effect around October 17, 2025. Existing shareholders whose accounts can hold ETFs will have their shares converted automatically, while those in accounts that cannot hold ETFs will need to take action to avoid liquidation of their shares for cash based on net asset value (NAV). Each reorganization is structured to be tax-free under the Internal Revenue Code, potentially avoiding taxable gains for shareholders. The information statement/prospectus detailing the reorganizations will be distributed around September 5, 2025, and sales of shares will be suspended after June 18, 2025, except for existing shareholders and certain plans.

Form Type: 497

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925051908

Filing Summary: On May 21, 2025, the Board of Trustees of abrdn Funds decided to consider the reorganization of the abrdn Intermediate Municipal Income Fund into a newly created exchange-traded fund (ETF), the abrdn Ultra Short Municipal Income Active ETF, anticipated to occur in the fourth quarter of 2025 if approved. The reorganization aims to provide shareholders with a lower management fee, reduced expenses, and increased trading flexibility. Shareholders are informed prior to formal Board approval to allow engagement regarding the implications of the transaction, including the necessity of a brokerage account to hold shares of the new ETF. The reorganization plan involves transferring substantial Fund assets and shares being distributed to Fund shareholders, with an expectation of tax-free reorganization benefits. A combined information statement/prospectus will be filed with the SEC once the reorganization is considered and approved, with details made available to shareholders during this process.

Form Type: 497K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925051909

Filing Summary: On May 21, 2025, the Board of Trustees of abrdn Funds agreed to consider the reorganization of the abrdn Intermediate Municipal Income Fund into the newly created abrdn Ultra Short Municipal Income Active ETF. This proposed Reorganization, subject to Board approval, is anticipated to occur in the fourth quarter of 2025. The investment adviser, abrdn Inc., believes that shareholders could benefit from a lower management fee, lower overall net expenses, additional trading flexibility, and increased transparency regarding portfolio holdings. Shareholders are being informed ahead of formal approval to allow engagement regarding this planned transition, including the necessity of establishing a brokerage account for the new ETF. The Reorganization involves the transfer of the Fund's assets to the new ETF for shares, followed by the distribution of ETF shares to the Fund's shareholders, effectively liquidating the Fund. If approved, the Reorganization is expected to be tax-free for federal income tax purposes, with potential cash received only for fractional shares. A detailed information statement/prospectus will be provided to shareholders prior to the Reorganization, and materials will be accessible from the SEC and the company's website.

Form Type: POS EX

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000110465925024940

Filing Summary: On March 18, 2025, abrdn Funds filed a post-effective amendment of its Registration Statement on Form N-14 with the SEC. This amendment is intended to file the final executed Agreements and Plans of Reorganization that facilitate the mergers of the abrdn Focused U.S. Small Cap Equity Fund and the abrdn Emerging Markets Dividend Fund into the abrdn Focused U.S. Small Cap Active ETF and abrdn Emerging Markets Dividend Active ETF, respectively. The Registrant aims for this filing to become effective as soon as possible under Rule 462(d) of the Securities Act of 1933. The document also incorporates by reference prior SEC filings, specifically the Information Statement/Prospectus and other legal opinions regarding the tax implications related to these reorganizations. The filing includes various agreements, trust declarations, and indemnification sections outlining the legal and operational structure of the funds involved in the merger.

Form Type: 497

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925023426

Filing Summary: On March 12, 2025, the Board of Trustees of abrdn Funds agreed to consider converting two mutual funds, the abrdn Focused Emerging Markets ex-China Fund and the abrdn International Small Cap Fund, into exchange-traded funds (ETFs) in mid-2025. The proposed ETFs will be managed similarly to the current mutual funds, with identical investment objectives and policies. If approved, the conversions are anticipated to take place in the third or fourth quarter of 2025, providing shareholders potential benefits such as lower expenses, increased trading flexibility, and enhanced tax efficiency. The details of the conversions will be communicated to shareholders prior to the formal approval by the Board. The conversions are expected to involve a transfer of assets from the mutual funds to the new ETFs and the corresponding distribution of ETF shares to mutual fund shareholders as part of a liquidation process. It is expected that the conversions will qualify as tax-free reorganizations and not require shareholder approval. Shareholders will be provided with a detailed information statement/prospectus ahead of the conversion, outlining the implications and details of the transition to ETFs, which may not have commenced operations prior to the conversion. Investors are encouraged to review all materials available after the proposed registration statement is filed with the SEC.

Form Type: 497

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925013809

Filing Summary: This document serves as a supplement to the prospectus and statement of additional information of abrdn Funds dated February 29, 2024. It announces the reorganization of the abrdn Focused U.S. Small Cap Equity Fund and abrdn Emerging Markets Dividend Fund into their respective Active ETFs: abrdn Focused U.S. Small Cap Active ETF and abrdn Emerging Markets Dividend Active ETF. These reorganizations took place after the close of business on February 14, 2025, and all references to the original Funds have been deleted from the February 2024 Prospectus and SAI.