Exhibit 99.11
 | 1900 K Street, N.W.
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www.dechert.com |
September 18, 2024
abrdn Funds
1900 Market Street,
Suite 200
Philadelphia, PA 19103
Dear Ladies and Gentlemen:
We have acted as counsel for abrdn Funds (the “Trust”), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with the Trust’s Registration Statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), relating to the transfer of the assets of each of abrdn Focused U.S. Small Cap Equity Fund and abrdn Emerging Markets Dividend Fund (each, an “Acquired Fund”), each a series of the Trust, into abrdn Focused U.S. Small Cap Active ETF and abrdn Emerging Markets Dividend Active ETF, respectively, each a series of the Trust (each, an “Acquiring Fund”), in exchange for shares of beneficial interest of the corresponding Acquiring Fund and the assumption of the Acquired Fund’s liabilities by the corresponding Acquiring Fund pursuant to the proposed reorganization as described in the Registration Statement and form of Agreement and Plan of Reorganization and Liquidation by the Trust on behalf of each Acquired Fund and the corresponding Acquiring Fund.
We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion, and we are familiar with the Trust’s Second Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) and Amended and Restated By-Laws, each as amended to date.
Based upon the foregoing, we are of the opinion that the Trust’s shares to be registered pursuant to the Registration Statement, when it is made effective, will have been validly authorized and legally and validly issued and, subject to the qualifications set forth in the Declaration of Trust, will be fully paid and non-assessable by the Trust. In this regard, we note that, pursuant to Section 6 of Article IV of the Declaration of Trust, the Trustees have the power to assist the Trust’s custodian, transfer, dividend disbursing, shareholder servicing or similar agent in the collection of certain fees by setting off such charges due from a Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.
The opinions expressed herein are limited to the laws of the State of Delaware and the federal securities laws of the United States. We express no opinion herein with respect to the effect or applicability of the law of any other jurisdiction. We express no opinion as to any other matter other than as expressly set forth above and no other opinion is intended or may be inferred herefrom. The opinions expressed herein are given as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, to the discussion of our opinion in the Registration Statement, and to the use of our name in the Trust’s Registration Statement to be dated on or about September 18, 2024, and in any revised or amended versions thereof, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.
| Very truly yours, |
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/s/ Dechert LLP |
