UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. o
Post-Effective Amendment No. 1 x
ABERDEEN FUNDS
(Exact Name of Registrant as Specified in Charter)
1900 Market Street, Suite 200
Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
(866) 667-9231
(Registrant’s Area Code and Telephone Number)
Lucia Sitar, Esq.
c/o Aberdeen Standard Investments Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
(Name and Address of Agent for Service)
With copies to:
Thomas C. Bogle, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006-1110
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
The purpose of this Post-Effective Amendment filing is to file the final and executed Agreement and Plan of Reorganization and the opinion of counsel regarding tax consequences of the proposed reorganization of the Aberdeen Total Return Bond Fund with and into the Aberdeen Global Absolute Return Strategies Fund.
The Registrant hereby incorporates by reference the Proxy Statement/Prospectus and Statement of Additional Information filed as Parts A and B, respectively, in Pre-Effective Amendment Number 1 (Accession Number 0001104659-21-095517) to Registrant’s Form N-14 (File No. 333-256250) that was declared effective with the SEC under the Securities Act of 1933, as amended (the “1933 Act”) on July 26, 2021.
PART C: OTHER INFORMATION
Item 15. Indemnification
(a) Article VII, Section 2 of the Registrant’s Agreement and Declaration of Trust (“Trust Declaration”) provides that the Registrant (the “Trust”), out of the Trust Property, shall indemnify and hold harmless each and every officer and trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or trustee’s performance of his or her duties as an officer or trustee of the Trust. This limitation on liability applies to events occurring at the time a person serves as a trustee or officer of the Trust whether or not such person is a trustee or officer at the time of any proceeding in which liability is asserted. Nothing in the Trust Declaration shall indemnify, hold harmless or protect any officer or trustee from or against any liability to the Trust or any shareholder to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office (such conduct referred to herein as “Disqualifying Conduct”).
For the purpose of this indemnification and limitation of liability, “Agent” means any person who is or was a trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. To the fullest extent that limitations on the liability of Agents are permitted by the Delaware Statutory Trust Act, as amended, and other applicable law, the Agents shall not be responsible or liable in any event for any act or omission of any other Agent of the Trust or any investment adviser or principal underwriter of the Trust. No amendment or repeal of Article VII of the Trust Declaration regarding indemnification shall adversely affect any right or protection of an Agent that exists at the time of such amendment or repeal.
(b) The Registrant’s Trust Declaration provides that to the fullest extent permitted by applicable law, the officers and Trustees shall be entitled and have the authority to purchase with Trust Property, insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which such Person becomes involved by virtue of such Person’s capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify such Person against such liability under the provisions of Article VII of the Trust Declaration.
(c) In addition, indemnification against certain liabilities of the Registrant’s trustees and officers and the Registrant’s sub-advisers, administrator, principal underwriter and custodian are provided in: (1) Section 7(b) of each Investment Advisory Agreement between the Registrant and Aberdeen Standard Investments Inc. (formerly, Aberdeen Asset Management, Inc.) (“ASI”); (2) Section 10 of the Sub-Advisory Agreements among the Registrant, ASI and each of the following sub-advisers: (a) Aberdeen Standard Investments (Asia) Limited (formerly known as Aberdeen Asset Management Asia Limited) and (b) Aberdeen Asset Managers Limited; (3) Section 9(a) and (b) of the Underwriting Agreement between the Registrant and Aberdeen Fund Distributors, LLC; (4) Section 8 of the Transfer Agency and Service Agreement between the Registrant and Boston Financial Data Services, Inc.; and (5) Section 17 of the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company. Generally, such indemnification does not apply to any liabilities by reason of willful misfeasance, bad faith or gross negligence and reckless disregard of duties. These Agreements are incorporated herein by reference to Item 16.
(d) Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 Trust 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 1933 Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits
3. Not Applicable.
4. Agreement and Plan of Reorganization is filed herewith.
(b) See Article II, “Meetings of Shareholders,” of Registrant’s Amended and Restated By-Laws.
8. Not Applicable.
15. Not Applicable.
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 [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 1933 Act, 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.
3. The undersigned Registrant agrees to file by post-effective amendment the opinion of counsel regarding tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, and the Commonwealth of Pennsylvania on the 14th day of October, 2021.
| Aberdeen Funds | |
| Registrant | |
|
|
|
| By: | /s/ Bev Hendry |
|
| Bev Hendry |
|
| President of Aberdeen Funds |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Name |
| Title |
| Date |
|
|
|
|
|
|
| /s/ Bev Hendry |
| President and Chief Executive Officer |
| October 14, 2021 |
| Bev Hendry |
|
|
|
|
|
|
|
|
|
|
| /s/ Andrea Melia |
| Treasurer, Chief Financial Officer And Principal Accounting Officer |
| October 14, 2021 |
| Andrea Melia |
|
|
| |
|
|
|
|
|
|
| /s/ P. Gerald Malone(1) |
| Chairman of the Board |
| October 14, 2021 |
| P. Gerald Malone |
|
|
|
|
|
|
|
|
|
|
| /s/ Radhika Ajmera(1) |
| Trustee |
| October 14, 2021 |
| Radhika Ajmera |
|
|
|
|
|
|
|
|
|
|
| /s/ Warren C. Smith(1) |
| Trustee |
| October 14, 2021 |
| Warren C. Smith |
|
|
|
|
|
|
|
|
|
|
| /s/ Neville Miles(1) |
| Trustee |
| October 14, 2021 |
| Neville Miles |
|
|
|
|
|
|
|
|
|
|
| /s/ Rahn K. Porter(1) |
| Trustee |
| October 14, 2021 |
| Rahn K. Porter |
|
|
|
|
|
|
|
|
|
|
| /s/ Steven N. Rappaport(1) |
| Trustee |
| October 14, 2021 |
| Steven N. Rappaport |
|
|
|
|
|
|
|
|
|
|
| /s/ Stephen Bird(1) |
| Trustee |
| October 14, 2021 |
| Stephen Bird |
|
|
|
|
|
|
|
|
|
|
By: | /s/ Lucia Sitar |
|
|
|
|
| Lucia Sitar |
|
|
|
|
| Attorney In Fact |
|
|
|
|
(1) Pursuant to a power of attorney incorporated herein by reference.
Exhibit List
Exhibit |
| Exhibit |
Ex-4 |
| |
|
|
|
Ex-12 |
|