As filed with the U.S. Securities and Exchange Commission
on March 17, 2023
Registration No. 333-266796
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 1
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abrdn Global Dynamic
Dividend Fund
(Exact Name of Registrant as Specified in Charter)
1900 Market Street, Suite 200
Philadelphia, PA 19103
(Address of Principal Executive Offices)
215-405-5700
(Registrant’s Telephone Number, Including Area Code)
Lucia Sitar, Esq.
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
215-405-5700
(Name and Address of Agent for Service)
Copies to:
Thomas C. Bogle, Esq.
William J. Bielefeld, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006
It is proposed that this filing will become effective
immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment is
to file the final and executed Agreements and Plans of Reorganization and the opinions of counsel regarding tax consequences of the reorganizations
of the Delaware Enhanced Global Dividend and Income Fund and Delaware Investments® Dividend and Income Fund, Inc.
with and into abrdn Global Dynamic Dividend Fund.
The Registrant hereby incorporates by reference
the Proxy Statement/Prospectus and Statement of Additional Information filed on September 30, 2022, pursuant to Rule 424 of
the General Rules and Regulations of the Securities Act of 1933, as amended (File No. 333-266796).
PART C
Other Information
Item 15. Indemnification
Article IV of the Registrant’s Agreement
and Declaration of Trust provides as follows:
4.1 No
Personal Liability of Shareholders, Trustees, etc.
No Shareholder of the Trust shall be subject in
such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs
of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation
for profit incorporated under the general corporation law of the State of Delaware. No Trustee or officer of the Trust shall be subject
in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the affairs of the Trust, save
only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for
his duty to such Person; and, subject to the foregoing exception, all Persons shall look solely to the Trust Property for satisfaction
of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer of the Trust, as such,
is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account
thereof, be held to any personal liability.
4.2 Mandatory
Indemnification.
(a) The Trust shall indemnify the Trustees
and officers of the Trust (each such person being an “indemnitee”) against any liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee
in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or
administrative or investigative body in which he may be or may have been involved as a party or otherwise (other than, except as authorized
by the Trustees, as the plaintiff or complainant) or with which he may be or may have been threatened, while acting in any capacity set
forth above in this Section 4.2 by reason of his having acted in any such capacity, except with respect to any matter as to which
he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case of
any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that
no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of
(i) willful misfeasance, (ii) bad faith, (iii) gross negligence (negligence in the case of Affiliated Indemnitees), or
(iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through
(iv) being sometimes referred to herein as “disabling conduct”). Notwithstanding the foregoing, with respect to any action,
suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution
of such action, suit or other proceeding by such indemnitee was authorized by a majority of the Trustees.
(b) Notwithstanding the foregoing, no indemnification
shall be made hereunder unless there has been a determination (1) by a final decision on the merits by a court or other body of competent
jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification
hereunder or, (2) in the absence of such a decision, by (i) a majority vote of a quorum of those Trustees who are neither Interested
Persons of the Trust nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to
indemnification hereunder, or (ii) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent
legal counsel in a written opinion conclude that the indemnitee should be entitled to indemnification hereunder. All determinations to
make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately
succeeding paragraph (c) below.
(c) The Trust shall make advance payments
in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives
a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification
have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that he is entitled to such indemnification
and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification appear to have been
met. In addition, at least one of the following conditions must be met: (1) the indemnitee shall provide adequate security for his
undertaking, (2) the Trust shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a
quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written
opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial
reason to believe that the indemnitee ultimately will be found entitled to indemnification.
(d) The rights accruing to any indemnitee
under these provisions shall not exclude any other right to which he may be lawfully entitled.
(e) Notwithstanding the foregoing, subject
to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority to indemnify Persons providing
services to the Trust to the full extent provided by law provided that such indemnification has been approved by a majority of the Trustees.
Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Fund pursuant to the foregoing
provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
4.3 No
Duty of Investigation; Notice in Trust Instruments, etc.
No purchaser, lender, transfer agent or other
person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the
validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application
of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation,
contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in
connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as
Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance
for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall
deem adequate to cover possible liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is
required by the 1940 Act.
4.4 Reliance
on Experts, etc.
Each Trustee and officer or employee of the Trust
shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel or upon reports
made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer,
accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust,
regardless of whether such counsel or other person may also be a Trustee.
Reference is also made to:
Investment Advisory Agreement between the Registrant and Aberdeen Asset Managers Limited section 7(b).
Item 16. Exhibits
| (3) | Voting Trust Agreement – Inapplicable. |
| (4) | Agreement of Reorganization |
| (5) | Instruments Defining the Rights of Holders of the Securities being Registered |
| (6) | Investment Advisory Contract |
| (7) | Distribution Contracts |
| (8) | Bonus or Profit Sharing Contracts – Inapplicable. |
| (13) | Other Material Contracts |
| (15) | Omitted Financial Statements – Inapplicable. |
| (17) | Additional Exhibits – Inapplicable. |
| (2) | Previously filed as an exhibit to the Registrant’s Registration Statement filed on Form N-2
(File No. 333-134096) as filed on May 12, 2006 and incorporated herein by reference. |
| (3) | Previously filed as an exhibit to the Registrant’s Form 8-K (File No. 811-21901) as filed
on October 4, 2017. |
| (4) | Previously filed as an exhibit to the Registrant’s Form N-CEN (File No. 811-21901) as
filed on June 3, 2019. |
| (5) | Previously filed on June 22, 2020 as an exhibit to Global Infrastructure Income Fund’s Registration
Statement on Form N-2 (file Nos. 333-234722 and 811-23490) and incorporated herein by reference. |
| (6) | Previously filed on June 25, 2020 as an exhibit to abrdn Global Infrastructure Income Fund’s
Registration Statement on Form N-2 (file Nos. 333-234722 and 811-23490) and incorporated herein by reference. |
| (7) | Previously filed on July 28, 2020 as an exhibit to abrdn Global Infrastructure Income Fund’s
Registration Statement on Form N-2 (file Nos. 333-234722 and 811-23490) and incorporated herein by reference. |
| (8) | Previously filed on August 11, 2022 as an exhibit to the Registrant’s Registration Statement
on Form N-14 (file No. 333-266796) and incorporated herein by reference. |
| (9) | Previously filed on September 28, 2022 as an exhibit to the Registrant’s Registration Statement on Form N-14 (file
No. 333-266796) and incorporated herein by reference. |
Item 17. Undertakings
(1) The
undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act of 1933 [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration
form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the
applicable form.
(2) The
undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment
to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein,
and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this
registration statement has been signed on behalf of the registrant, in the City of Philadelphia and Commonwealth of Pennsylvania, on the
17th day of March, 2023.
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ABRDN GLOBAL DYNAMIC DIVIDEND FUND |
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By: |
/s/ Christian Pittard |
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Christian Pittard, President and Chief
Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Date |
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| /s/ P. Gerald Malone* |
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Trustee |
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March 17, 2023 |
| P. Gerald Malone |
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| /s/ Stephen Bird* |
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Trustee |
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March 17, 2023 |
| Stephen Bird |
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| /s/ Nancy Yao Maasbach* |
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Trustee |
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March 17, 2023 |
| Nancy Yao Maasbach |
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| /s/ John Sievwright* |
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Trustee |
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March 17, 2023 |
| John Sievwright |
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| /s/ Christian Pittard |
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President and Chief Executive Officer
(Principal Executive Officer) |
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March 17, 2023 |
| Christian Pittard |
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| /s/ Sharon Ferrari |
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Treasurer and Chief Financial Officer
(Principal Financial Officer/Principal Accounting Officer) |
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March 17, 2023 |
| Sharon Ferrari |
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*This filing has been signed by each of the persons
so indicated by the undersigned Attorney-in-Fact pursuant to powers of attorney filed on August 11, 2022 as an exhibit to the Registrant’s
Registration Statement on Form N-14 (File No. 333-266796).
| *By: |
/s/ Lucia Sitar |
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Lucia Sitar |
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Attorney-in-Fact pursuant to Powers of Attorney |
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