abrdn Global Dynamic Dividend Fund abrdn Global Premier Properties Fund

abrdn Total Dynamic Dividend Fund

abrdn Standard Global Infrastructure Income Fund (the "Funds" or, individually, a "Fund")

Audit Committee Charter

Mission

The mission of the Audit Committee (the "Committee") of each Fund is to oversee: (i) the accounting and financial reporting policies and practices of the Fund; (ii) its internal controls and, as appropriate, the internal controls of certain service providers; and (iii) the integrity, quality and objectivity of the Fund's financial statements and the independent audit thereof, including, but not limited to, oversight of the independent auditor's qualifications and independence. The Committee also serves to provide an open avenue of communication among the independent auditor, the internal accounting staff of the Fund's administrator (the "Administrator") and the Board of Trustees (the "Board"). The Committee will report to the Board, if necessary, any relationships between the independent auditor and the Fund or any Trustee, or any other relationships, which come to the Committee's attention that may adversely affect the independence of the independent auditor. References throughout this Charter to the Committee, the Board and the Fund shall be interpreted to refer to each Committee, each Board and each Fund respectively.

The function of the Committee is to provide oversight; it is the responsibility of the Fund's management ("Management"), and to the extent delegated to the Fund's investment adviser (the "Adviser") and the Administrator, such Adviser and Administrator to maintain appropriate systems for accounting and internal controls. It is the responsibility of the Fund's independent auditor and Management to plan and carry out a properaudit.

Although the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Fund's financial statements are complete or accurate or have been prepared in accordance with generally acceptedaccounting principles.

The independent auditor is directly accountable to the Committee and must report directly to theCommittee.

Committee Composition and Qualifications

1. The Committee shall be composed of at least three members, each of whom is a member of the Board. Each member must have been determined not to be an "interested person" (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund (an "Independent Trustee"), or an "affiliated person" of the Fund, as described in Section 10A(m) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and must meet the independence requirements applicable to investment companies set forth in Rule 10A-3 under the 1934 Act. Members of the Committee must also meet the independence requirements for audit committee members for listed registered investment companies of the Fund's principal exchange. Members of the Committee shall serve at the pleasure of the full Board. The Committee shall appoint its Chair (the "Chair") by a vote of all of its members.

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  1. Each member of the Committee must not have participated in the preparation of the financial statements of the Fund or any current subsidiary of the Fund at any time during the past three years.
  2. Each member of the Committee must be able to read and understand fundamental financial statements, including the Fund's balance sheet, income statement and statement of cash flows, or must become able to do so within a reasonable period of time after his or her appointment to the Committee. The Committee may, in its discretion, recommend to the Board that the Board designate one or more Committee members as "Audit Committee Financial Experts" ("ACFE"). In recommending that a person be designated an ACFE, the Committee shall consider the factors prescribed by Section 407 of the Sarbanes-Oxley Act of 2002, relevant regulations of the Securities and Exchange Commission (the "SEC"), andsuch other factors as the Committee deems relevant. In addition, with respect to those Funds listed on the NYSE, each member of the Committee must be financially literate and at least one member of the Audit Committee must have accounting or related financial management expertise, as the Board of Trustees interprets such qualifications in its business judgment under the NYSE listing requirements. A Committee member designated as an ACFE shall not be subject to a different or higher degree of individual responsibility, care or obligation than any other member of the Committee. The designation of one or more Committee members as an ACFE shall not alter or decrease the duties and obligations of members of the Committee not so designated. If none of the members of the Committee is a "financial expert" (as that term is defined in the rules and regulations of the SEC), the Fund's periodic reports shall disclose the reason why. On an annual basis, the Committee shall determine whether one or more of the Committee members qualifies as "financially sophisticated" or as an ACFE. An individual qualifying as an ACFE based on SEC regulations is presumed to have accounting or related financial management expertise. An individual qualifying as an ACFE based on SEC regulations is presumed to be "financially sophisticated" for purposes of NYSE listing standards.
  3. Unless exempted by an order of the SEC, each member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board or any other committee of the Board, directly or indirectly, accept any consulting, advisory or other compensatory fee from the Fund or the Fund's independent auditors (or any affiliate thereof).
  4. The additional compensation, if any, of the Committee members and Chair shall be as determined by the Board.

Duties and Powers

To carry out its mission under this Charter, the Committee shall to the extent it deems appropriate, carry out the following functions:

  1. To annually select, retain or terminate, and recommend to the Trustees for their ratification, the selection, retention or termination of the Fund's independent auditor and, in connection therewith, to evaluate the terms of the engagement (including compensation of the independent auditor) and the qualifications and independence of the independent auditor;
  2. To review in advance, and consider approval of, any and all proposals by Management or the Adviser that the Fund, the Adviser or their affiliated persons, employ the independent auditor to

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render "permissible non-audit services"1 to the Fund and to consider whether such services are consistent with the independent auditor's independence.2 The Committeemay delegate to one or more of its members ("Delegates") authority to pre-approve permissible non-audit services to be provided to the Fund (a description of the Committee's current delegation is included as Exhibit A). Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting. The Committee shall communicate any pre-approval made by it or a Delegate to the Adviser, who will ensure that the appropriate disclosure is made in the Fund's periodic reports required by Section30 of the 1940 Act and other documents as required under the federal securities laws;

  1. To meet periodically with the Fund's independent auditor and Management, including private meetings, as necessary (i) to review the arrangements for and scope of the annual audit and any special audits, and the fees proposed to be charged in connection with such services, (ii) to review, discuss and recommend to the Board that the Fund's annual audited financial statements be included in the annual report to shareholders and review and discuss the Fund's unaudited semi-annual financial statements, (iii) to discuss any matters of concern relatingto the
    Fund's financial statements, including any adjustments to such statements recommended by the independent auditor, or the results of said audit(s), including matters required to be discussed by PCAOB Auditing Standard 1301, and management's response to such matters, (iv) to consider the independent auditor's comments with respect to the Fund's financial policies, procedures and internal accounting controls and Management's responses thereto, (v) to review the form of opinionthe independent auditor proposes to render to the Board and shareholders, and (vi) to review the performance of the independent auditor;
  2. To review and discuss policies with respect to risk assessment and risk management with respect to the Fund;
  3. To develop, establish and periodically review procedures for: (i) the receipt, retention and treatment of complaints received by the Fund from any source regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission of concerns regarding questionable accounting, internal accounting controls or auditing matters related to the Fund by employees of the Fund and employees of its serviceproviders, including, but not limited to, employees of the Adviser, the Administrator, the Fund's custodian, the Fund's principal underwriter, if any, and any other provider of accounting related services (such procedures are included as Exhibit B);

"Permissible non-audit services" include any professional services, including tax services, provided to the Fund by the independent auditor, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may notinclude: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board ("PCAOB") determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or its Delegate(s) prior to the completion of the audit.

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  1. To set clear hiring policies for when a Fund considers hiring employees or former employees of the independent auditor; and
  2. To report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate.

Other Powers and Responsibilities

  1. The Committee shall meet at such time or timesas the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. The Committee shall review annually with Management and with the independent auditors their separate evaluations of the adequacy and effectiveness of the Trust's system of internal controls. The Committee may meet in person, by telephone or by any other electronic means, including, but not limited to electronic mail, that the members deem to be appropriate for carrying out their respective functions. The Committee may take action by a vote at any meeting where notice was provided to all members and a majority of members are present. The Committee also may take action via electronic mail in lieu of a meeting, provided that electronic mail transmissions are received by the majority of Committee members and a majority of members approve the proposed action. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Fund, and the Committee shall report to theBoard on its meetings.
  2. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to: (i) engage and compensate legal counsel and to retain experts or other persons with specific competence at the expense of the Fund; (ii) compensate any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, non-audit, tax, review or attest services for the Fund; and (iii) determine and request appropriate funding from the Fund to cover the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
  3. In discharging their duties, the members of the Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) officers of theFund whom the Committee members reasonably believe to be reliable and competent in the matters presented; (2) legal counsel, the independent auditors or other public accountants, or other persons as to matters the member reasonably believes are within the person's professional or expert competence; or (3) another Board committee on which the member does not sit.
  4. The Committee shall review this Charter annually and recommend any changes to the full Board.

As adopted September 5, 2018.

As revised December 13, 2022

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Exhibit A

Pursuant to this authority, each Fund's Committee delegates to the Committee Chair, subject to subsequent ratification by the full Committee, the authority to pre-approvenon-routine permissible non- audit services on behalf of the Fund's Committee, upto a maximum amount of $25,000, which includes any professional services, including tax services, provided to the Fund by its independent registered public accounting firm other than those provided to the Fund in connection with an audit or a review of the financial statements ofthe Fund.

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Aberdeen Total Dynamic Dividend Fund Inc. published this content on 04 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2023 09:24:03 UTC.