As filed with the Securities and Exchange Commission on September 20, 2011

1933 Act No. [ ]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. o

Post-Effective Amendment No. o

(Check appropriate box or boxes)

ABERDEEN FUNDS

(Exact Name of Registrant as Specified in Charter)

1735 Market Street, 32nd Floor

Philadelphia, Pennsylvania 19103

(Address of Principal Executive Offices) (Zip Code)

(866) 667-9231

(Registrant’s Telephone Number, including Area Code)

Lucia Sitar, Esquire

c/o Aberdeen Asset Management Inc.

1735 Market Street, 32nd Floor

Philadelphia, Pennsylvania 19103

(Name and Address of Agent for Service of Process)

With Copies to:

Rose F. DiMartino, Esquire

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Approximate Date of Proposed Public Offering: As soon as practical after this Registration Statement becomes effective under the Securities Act of 1933.

Title of Securities Being Registered: Shares of Beneficial Interest, no par value.

It is proposed that this filing will become effective on October 19, 2011, pursuant to Rule 488 under the Securities Act of 1933.

An indefinite amount of Registrant’s securities has been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is being paid at this time.

ABERDEEN FUNDS

Aberdeen Global Financial Services Fund

1735 Market Street, 32nd Floor

Philadelphia, Pennsylvania 19103

IMPORTANT SHAREHOLDER INFORMATION

Enclosed is a notice, combined proxy statement/prospectus (the “Proxy Statement/Prospectus”), and proxy card(s) for a Special Meeting of Shareholders (the “Meeting”) relating to Aberdeen Global Financial Services Fund, a series of Aberdeen Funds, a Delaware statutory trust (the “Global Financial Services Fund” or the “Target Fund”). The Meeting is scheduled for [ ] at [ ], at the offices of Aberdeen Asset Management Inc. (“AAMI”), 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103. At the Meeting, you will be asked to approve a proposed Agreement and Plan of Reorganization (the “Reorganization Agreement”), which contemplates the reorganization of the Global Financial Services Fund into the Aberdeen Global Equity Fund (the “Global Equity Fund” or “Acquiring Fund”). The Acquiring Fund is also a series of Aberdeen Funds.

Background

AAMI, the investment adviser to the Target Fund and the Acquiring Fund, proposed the reorganization of the Target Fund into the Acquiring Fund, in part, to focus management and distribution efforts on Aberdeen Group’s core strategies, which include the Acquiring Fund’s strategy. In addition, the size of the Target Fund limits its marketability and the future ability to increase assets for the Target Fund is anticipated to be very limited. The Acquiring Fund utilizes a core strategy for the Aberdeen Group and there is a strong focus from an investment management and distribution perspective on products in the core strategies. Overall, the transaction is anticipated to add scale to the combined Fund and increase the marketability of the combined Fund, which would benefit both the Target Fund and the Acquiring Fund.

Each Fund is managed by the Global Equity Team. The Acquiring Fund is sub-advised by Aberdeen Asset Management Investor Services Limited (“AAMISL”). The Acquiring Fund will continue to be managed by the same team post-reorganization.

It is anticipated that the shareholders of each of the Target and Acquiring Funds will benefit from the reorganization in terms of those areas described above as well as from estimated expense savings to the combined fund post-reorganization. , As detailed further in the Proxy Statement/Prospectus, the management fee for the combined fund will be the same as the management fee for the Target Fund, the gross expense ratio for the combined fund will be lower than the gross expense ratio for each class of the Target Fund and the net expense ratio for the combined fund will be the same or lower than the net expense ratio for each class of the Target Fund with the exception of the Institutional Service Class, which will experience a slight increase in its net expense ratio.

The Board unanimously approved the reorganization of the Target Fund into the Acquiring Fund. For federal income tax purposes, the transaction is expected to be a non-taxable event for shareholders.

The Reorganization Agreement provides that the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of certain classes of the Acquiring Fund, which shares will be distributed to the shareholders of the corresponding class of the Target Fund in complete liquidation and dissolution of the Target Fund (the “Reorganization”). The following table sets forth the Target Fund and its classes of shares and the Acquiring Fund and its classes of shares involved in the Reorganization:

Target Fund		Acquiring Fund
Global Financial Services Fund		Global Equity Fund
Class A		Class A
Class C		Class C
Class R		Class R

Institutional Class		Institutional Class
Institutional Service Class		Institutional Service Class

In considering these matters you should note:

Investment Objectives, Strategies and Policies

The investment objectives of the Acquiring Fund and the Target Fund are identical. The investment strategies and policies of the Acquiring Fund and the Target Fund have similarities and differences as discussed in detail in the Proxy Statement/Prospectus.

Same Value of Shares, Tax-Free Transaction and No Sales Charges

The Acquiring Fund shares you receive in the Reorganization of the Target Fund will have the same total dollar value as the total dollar value of the Target Fund shares that you held immediately prior to the Reorganization. Target Fund shares will be exchanged for Acquiring Fund shares in a manner intended to be tax free under federal tax laws (although there can be no assurances that the Internal Revenue Service will deem the exchanges to be tax free). No front-end or contingent deferred sales load will be charged as a result of the Reorganization.

Same Level of Service and Expenses

The Reorganization is not expected to result in a change in the level or quality of services that Target Fund shareholders currently receive. The Target and Acquiring Funds have the same management fee structure, so the shareholders will not see a change in management fees. The Acquiring Fund and the Target Fund both have contractual expense limitations in effect until February 27, 2013. The Acquiring Fund has a higher contractual expense limitation in place, 1.32% (which excludes certain expenses), than the Target Fund, 1.19% (which excludes certain expenses). If the proposed Reorganization is approved by shareholders, the Acquiring Fund will lower its expense limitation from 1.32% to 1.19% (to mirror the Target Fund) and, therefore, the Target Fund shareholders, except Institutional Service Class shareholders, will see no change or a decrease in net expense ratios (subject to the limitations of the expense limitation agreement, as detailed in the Proxy Statement/Prospectus). Shareholders of the Institutional Service Class of the Target Fund, however, will be subject to a slightly higher net expense ratio in the combined fund following the Reorganization, due to administrative service fees for the combined fund. The administrative service fees were excluded from the expense limitations for both funds and will continue to be excluded from the expense limitation for the combined fund. The Acquiring Fund shareholders would also benefit from the reduction in the expense limit to 1.19%.

Additionally, it is anticipated that the Target Fund and the Acquiring Fund could potentially benefit from the growth in assets realized by combining the Funds because a larger fund could potentially realize cost savings due to economies of scale from the spreading of fixed costs over a larger asset base and by reaching breakpoints in investment management fees. There can be no assurance, however, that such savings will be realized.

The Target Fund and its shareholders or the Acquiring Fund and its shareholders will not bear any costs arising in connection with the transaction contemplated by the Reorganization Agreement as AAMI has agreed to bear such costs (shareholders will continue to pay brokerage or trading expenses, including those related to securities sold prior to and immediately following the Reorganization to realign the portfolio of the Target Fund, as discussed in the Proxy Statement/Prospectus).

Details of the proposed Reorganization are included in the attached Proxy Statement/Prospectus. Please carefully review the enclosed materials where you will find information on the expenses, investment policies and services relating to the Acquiring Fund.

ABERDEEN FUNDS

Aberdeen Global Financial Services Fund

1735 Market Street, 32nd Floor

Philadelphia, Pennsylvania 19103

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on [ ]

Dear Shareholder:

Notice is hereby given that a Special Meeting of Shareholders (the “Meeting”) of Aberdeen Global Financial Services Fund, a series of Aberdeen Funds, a Delaware statutory trust (the “Global Financial Services Fund” or the “Target Fund”), will be held at the offices of Aberdeen Asset Management Inc. (“AAMI”), 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103, on [ ] at [ ] for the purpose of considering and voting on the following proposal (“Proposal”):

· To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) which contemplates the reorganization of the Global Financial Services Fund into the Aberdeen Global Equity Fund, a series of Aberdeen Funds (the “Global Equity Fund” or “Acquiring Fund”), and provides that the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of certain classes of the Acquiring Fund, which shares will be distributed to the shareholders of the corresponding class of the Target Fund in complete liquidation and dissolution of the Target Fund (the “Reorganization”).

The Proposal is described in the attached combined proxy statement/prospectus (the “Proxy Statement/Prospectus”).

The Board of Trustees of Aberdeen Funds unanimously recommends that you vote in favor of the Proposal.

The enclosed materials provide additional information about the Proposal. Shareholders of record of the Target Fund as of the close of business on [Month XX], 2011 (“Record Date”) are entitled to notice of and to vote at the Meeting and at any adjournments or postponements thereof. Whether or not you plan to attend the Meeting in person, please vote your shares. The notice and related proxy materials are being mailed to shareholders on or about [ ].

The enclosed Questions and Answers attachment is provided to assist you in understanding the Proposal.

If you attend the Meeting, you may vote your shares in person. If you do not expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope or authorize your proxy by telephone or through the Internet.

We will admit to the Meeting (1) all shareholders of record of the Target Fund on the Record Date, (2) persons holding proof of beneficial ownership of shares of the Target Fund at the Record Date, such as a letter or account statement from the person’s broker, (3) persons who have been granted proxies with respect to shares of the Target Fund, and (4) such other persons that we, in our sole discretion, may elect to admit. All persons wishing to be admitted to the Meeting must present photo identification.

QUESTIONS AND ANSWERS

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND

AND VOTE ON THE PROPOSAL

The following questions and answers provide an overview of the proposal to reorganize the Aberdeen Global Financial Services Fund, a series of Aberdeen Funds, a Delaware statutory trust (the “Global Financial Services Fund” or the “Target Fund”), into the Aberdeen Global Equity Fund (the “Global Equity Fund” or “Acquiring Fund”), also a series of Aberdeen Funds (the “Proposal”). The Proposal will be considered and voted on at a Special Meeting of Shareholders (the “Meeting”), which is scheduled for [ ] at [ ], at the offices of Aberdeen Asset Management Inc. (“AAMI”), 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103. While we strongly encourage you to read the full text of the enclosed combined proxy statement/prospectus (the “Proxy Statement/Prospectus”), we are also providing you with a brief overview of the subject of the shareholder vote. Your vote is important.

Q. What are shareholders of the Target Fund being asked to vote upon?

A. The shareholders of the Target Fund are being asked to consider and approve a proposal to reorganize the Target Fund into the Acquiring Fund. The Board of Trustees of Aberdeen Funds (the “Board”) unanimously recommends that you vote in favor of the Proposal.

Q. Why has the Reorganization of the Target Fund into the Acquiring Fund been recommended?

A. AAMI, the investment adviser to the Target Fund and the Acquiring Fund, proposed the reorganization of the Target Fund into the Acquiring Fund, in part, to focus management and distribution efforts on Aberdeen Group’s core strategies, which include the Acquiring Fund’s strategy. In addition, the size of the Target Fund limits its marketability and the future ability to increase assets for the Target Fund is anticipated to be very limited. The Acquiring Fund utilizes a core strategy for the Aberdeen Group and there is a strong focus from an investment management and distribution perspective on products in the core strategies. Overall, the transaction is anticipated to add scale to the combined Fund and increase the marketability of the combined Fund, which would benefit both the Target Fund and the Acquiring Fund. Management recommended and the Board unanimously approved the reorganization of the Target Fund into the Acquiring Fund.

The shareholders of each of the Target and Acquiring Funds will benefit from the reorganization in terms of those areas described above as well as the estimated expense savings to the combined fund post-reorganization. As detailed further in the Proxy Statement/Prospectus, the management fee for the combined fund will be the same as the management fee for the Target Fund, the gross expense ratio for the combined fund will be lower than the gross expense ratio for each class of the Target Fund and the net expense ratio for the combined fund will be the same or lower than the net expense ratio for each class of the Target Fund with the exception of the Institutional Service Class, which will experience a slight increase in its net expense ratio due to administrative service fees for the combined fund. The administrative service fees were excluded from the expense limitations for both funds and will continue to be excluded from the expense limitation for the combined fund. For federal income tax purposes, the transaction is expected to be a non-taxable event for shareholders.

Q. How is the Target Fund proposed to be reorganized?

A. The Target Fund reorganization will be pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”) among the relevant parties approved by the Board, which contemplates:

· the transfer of all of the assets of the Target Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund having an aggregate value equal to the assets and liabilities of the Target Fund and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund;

· the distribution to each shareholder of each class of Target Fund shares of the corresponding class of the Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of the class of the Target Fund held by that shareholder on the closing date of the reorganization; and

· the subsequent complete liquidation and dissolution of the Target Fund (the foregoing transaction with respect to the Target Fund is referred to in the Proxy Statement/Prospectus as the “Reorganization”).

The Reorganization Agreement has been approved by the Board with respect to each of the Target Fund and the Acquiring Fund. The Reorganization Agreement contemplates the Reorganization of the Target Fund and its share classes into the Acquiring Fund and its share classes as set out below:

Target Fund		Acquiring Fund
Global Financial Services Fund		Global Equity Fund
Class A		Class A
Class C		Class C
Class R		Class R
Institutional Class		Institutional Class
Institutional Service Class		Institutional Service Class

Target Fund shareholders who do not wish to have their Target Fund shares exchanged for shares of the Acquiring Fund as part of the Reorganization should redeem their shares prior to the completion of the Reorganization. If you redeem your shares, you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them. In addition, if you redeem your shares prior to the Reorganization and your shares are subject to a contingent deferred sales charge, your redemption proceeds will be reduced by any applicable sales charge.

The Reorganization Agreement is subject to certain closing conditions and termination rights, including the Board’s right to terminate the Reorganization Agreement if it subsequently determines that proceeding with the Reorganization is inadvisable for either the Target Fund or the Acquiring Fund.

Q. What is the anticipated timing of the Reorganization?

A. The meeting of shareholders is scheduled to occur on or about [December 9], 2011. If all necessary approvals are obtained, the proposed Reorganization will likely take place in the fourth quarter of 2011.

Q. Are there any significant differences between the investment objectives and investment strategies and policies of the Target Fund and the Acquiring Fund?

A. The investment objectives of the Target Fund and the Acquiring Fund are identical, as both seek long-term capital growth as their primary objective. The investment strategies and policies of the Target Fund and the Acquiring Fund have similarities and differences, which are discussed in detail in the Proxy Statement/Prospectus.

Q. Are there any significant differences in the annual fund operating expenses of the Target Fund and Acquiring Fund?

A. The Target and Acquiring Funds have the same management fee structure. The Acquiring Fund and the Target Fund have contractual expense limitations in effect until February 27, 2013. The Acquiring Fund has a contractual expense limitation of 1.32% (which excludes certain expenses), which is higher than the Target Fund contractual expense limitation of 1.19% (which excludes certain expenses). AAMI has stated that it will reduce the combined fund’s contractual expense limitation from 1.32% to 1.19% following the Reorganization. As a result, the combined fund’s contractual expense limitation will be the same as the Target Fund’s current contractual expense limitation. Shareholders of each class of the Target Fund, with the exception of the Institutional Service Class, will be subject to the same or a lower net expense ratio in the combined fund following the Reorganization. Shareholders of the Institutional Service Class of the Target Fund, however, will be subject to a slightly higher net expense ratio in the combined fund following the Reorganization, due to administrative service fees for the combined fund. The administrative service fees were excluded from the expense limitations for both funds and will continue to be excluded from the expense limitation for the combined fund.

It is anticipated that the Target Fund and the Acquiring Fund could potentially benefit from the growth in assets realized by combining the Funds because a larger fund could potentially realize cost savings due to economies of scale from the spreading of fixed costs over a larger asset base and by reaching breakpoints in investment management fees. There can be no assurance, however, that such savings will be realized.

Q. Will there be any sales load, commission or other transactional fee in connection with the Reorganizations?

A. No. The full value of your shares of the Target Fund will be exchanged for shares of the Acquiring Fund without any sales charge, commission or other transactional fee being imposed. Holders of each class of shares of the Target Fund will receive the corresponding share class of the Acquiring Fund in the Reorganization, as set forth above. Although Target Fund shareholders that receive Class A shares of the Acquiring Fund in the Reorganization will not pay the applicable front-end sales charge of Class A shares, future purchases of Class A shares of the Acquiring Fund after the Reorganization will be subject to the front-end sales charge.

Q. Why are you sending me this information?

A. You are receiving the Proxy Statement/Prospectus because you own shares in the Target Fund and have the right to vote on the very important Proposal concerning your investment.

Q. What effect will the Reorganization have on me as a Target Fund shareholder?

A. Immediately after the Reorganization, each shareholder of each class of the Target Fund will own shares of the corresponding class of the Acquiring Fund that are equal in value to the shares of the Target Fund that were held by that shareholder immediately prior to the closing of the Reorganization.

The Acquiring Fund will offer identical shareholder services to those offered by Target Fund. AAMI serves as the adviser to both the Target Fund and the Acquiring Fund and anticipates providing advisory services that are identical in nature and quality to the nature and quality of the advisory services that are currently provided to the Target Fund.

The following table outlines the service providers for your Target Fund and the comparable service providers for the Acquiring Fund.

	Target Fund Global Financial Services Fund	Acquiring Fund Global Equity Fund
Advisers	AAMI (portfolio managers: Aberdeen Global Equity Team)	AAMI, sub-advised by Aberdeen Asset Management Investment Services Limited (portfolio managers: Aberdeen Global Equity Team)
Administrator	AAMI	AAMI
Sub-Administrator	State Street Bank and Trust Company (“State Street”)	State Street
Transfer Agent	Boston Financial Data Services, Inc.	Boston Financial Data Services, Inc.
Custodian	State Street	State Street
Distributor	Aberdeen Fund Distributors LLC	Aberdeen Fund Distributors LLC
Auditor	KPMG LLP	KPMG LLP

iii

Q. What will be the federal income tax consequences of the Reorganization?

A. As a condition to the Target Fund’s obligation to consummate the Reorganization, the Target Fund and the Acquiring Fund will receive an opinion from their legal counsel to the effect that, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended, current administrative rules and court decisions, the transactions contemplated by the Reorganization Agreement constitute a tax-free reorganization for federal income tax purposes. Despite this opinion, there can be no assurances that the Internal Revenue Service will deem the exchanges to be tax-free.

Q. Who can vote to approve the Proposal?

A. Only shareholders of record of the Target Fund at the close of business on [Month XX], 2011 (the “Record Date”) will be entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof on the matters described in this Proxy Statement/Prospectus, and will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.

Aberdeen Optimal Allocations Fund: Moderate Growth, Aberdeen Optimal Allocations Fund: Moderate, Aberdeen Optimal Allocations Fund: Growth, Aberdeen Optimal Allocations Fund: Defensive, and Aberdeen Optimal Allocations Fund: Specialty (the “Optimal Funds”) owned in the aggregate approximately [ ]% of the Target Fund as of the Record Date and will vote those shares on the Proposal. So as to avoid a conflict of interest, the Optimal Funds will echo vote their shares, meaning that the shares will be voted in the same proportion as “for,” “against” or “abstain” as other shareholders in the Target Fund who submit their votes. The Optimal Funds, like all shareholders of the Target Fund, may sell their shares at any time, including between the Record Date and the Meeting Date or the Closing Date. Therefore, the Optimal Funds may not be shareholders at the time of the Reorganization (assuming the Reorganization is ultimately approved by shareholders) even if they vote their shares on the Proposal.

Q. How does the Board recommend that I vote?

A. After careful consideration, the Board recommends that you vote “FOR” the Proposal. A summary of the Board’s considerations is provided in the enclosed Proxy Statement/Prospectus in the section entitled “Reasons for the Reorganization.”

Q. Will the Target Fund pay for this proxy solicitation or for the costs of the Reorganization?

A. No. Neither the Target Fund nor the Acquiring Fund will bear these costs. AAMI will bear all costs arising in connection with the transaction contemplated by the Reorganization Agreement, including, but not limited to, proxy preparation and proxy solicitation costs, printing costs, legal fees and costs of the Reorganization (shareholders will continue to pay brokerage or trading expenses, including those related to securities sold prior to and immediately following the Reorganization to realign the portfolio of the Target Fund, as discussed in the Proxy Statement/Prospectus).

Q. How do I vote my shares?

A. For your convenience, there are several ways you can authorize your proxy or vote:

· Vote In Person: You may attend the Meeting as described in the Proxy Statement/Prospectus and vote your shares in person.

· By Mail: You may authorize your proxy by completing the enclosed proxy card(s) by dating, signing and returning it in the postage paid envelope. Please note that if you sign and date a proxy card but give no voting instructions, your shares will be voted “FOR” the Proposal described above.

· By Telephone: You may authorize your proxy by telephone by calling the number on your proxy card(s). To vote in this manner, you will need the “control” number that appears on your proxy card(s).

· Via the Internet: You may authorize your proxy via the Internet by accessing the website address printed on the enclosed proxy card(s). To vote in this manner, you will need the “control” number that appears on your proxy card(s).

Q. Whom should I call for additional information about this Proxy Statement/Prospectus?

A. If you need any assistance, or have any questions regarding the Proposal or how to vote your shares, please call our proxy solicitor, [ ] at [ ].

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS.

COMBINED PROXY STATEMENT/PROSPECTUS

ABERDEEN FUNDS

Aberdeen Global Financial Services Fund

1735 Market Street, 32nd Floor

Philadelphia, Pennsylvania 19103

(866) 667-9231

Aberdeen Global Equity Fund

1735 Market Street, 32nd Floor

Philadelphia, Pennsylvania 19103

(866) 667-9231

Dated [ ], 2011

This combined proxy statement/prospectus (the “Proxy Statement/Prospectus”) solicits proxies to be voted at a Special Meeting of Shareholders (the “Meeting”) of the Aberdeen Global Financial Services Fund, a series of Aberdeen Funds, a Delaware statutory trust, (the “Global Financial Services Fund” or “Target Fund”). The Meeting has been called by the Board of Trustees of Aberdeen Funds (the “Board”) to vote on the following proposal (the “Proposal”):

Proposal		Shareholders Entitled to Vote

To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) which contemplates the reorganization of the Global Financial Services Fund into the Aberdeen Global Equity Fund (the “Global Equity Fund” or the “Acquiring Fund”), a series of Aberdeen Funds, and provides that the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of certain classes of the Acquiring Fund, which shares will be distributed to the shareholders of the corresponding class of the Target Fund in complete liquidation and dissolution of the Target Fund (the “Reorganization”).		Shareholders of the Target Fund as of the close of business on [Month XX], 2011 (“Record Date”).

The Meeting is scheduled for [December 9, 2011] at [ ], at the offices of Aberdeen Asset Management Inc. (“AAMI”). The Board, on behalf of the Target Fund, is soliciting these proxies. This Proxy Statement/Prospectus will first be sent to shareholders on or about [ ].

The Reorganization Agreement contemplates the Reorganization of the Target Fund and its share classes into the Acquiring Fund and its share classes as set out below:

Target Fund		Acquiring Fund
Global Financial Services Fund		Global Equity Fund
Class A		Class A
Class C		Class C
Class R		Class R
Institutional Class		Institutional Class
Institutional Service Class		Institutional Service Class

The Target Fund and the Acquiring Fund are referred to collectively as the “Funds” and each, a “Fund” in this Proxy Statement/Prospectus. The Acquiring Fund, following the completion of the Reorganization, may be referred to as the “Combined Fund” in this Proxy Statement/Prospectus.

This Proxy Statement/Prospectus gives you information about your investment in the Target Fund and the Acquiring Fund and other matters that you should know about before voting and investing. It is both the Target Fund’s proxy statement for the Meeting and a prospectus for the Acquiring Fund. Please read this Proxy Statement/Prospectus carefully and retain it for future reference.

The following documents containing additional information about the Target Fund and the Acquiring Fund, each having been filed with the Securities and Exchange Commission (the “SEC”), are incorporated by reference into (legally considered to be part of) this Proxy Statement/Prospectus:

· the Statement of Additional Information dated [ ], 2011 (the “Statement of Additional Information”) relating to this Proxy Statement/Prospectus;

· the Prospectus of the Global Equity Fund and the Global Financial Services Fund, dated February 28, 2011, as supplemented (the “Statutory Prospectus”);

· the Statement of Additional Information for the Global Equity Fund and the Global Financial Services Fund, dated February 28, 2011, as supplemented.

· the Annual Report to shareholders of the Global Financial Services Fund for the fiscal year ended October 31, 2010; and

· the Semi-Annual report to shareholders of the Global Financial Services Fund for the fiscal period ended April 30, 2011.

In addition, the following documents have been filed with the SEC, are incorporated herein by reference into (each legally forms a part of) and also accompany this Proxy Statement/Prospectus:

· the Summary Prospectus of the Global Equity Fund, dated February 28, 2011 (the “Global Equity Fund Summary Prospectus” or “Acquiring Fund Summary Prospectus”);

· the Annual Report to shareholders of the Global Equity Fund for the fiscal year ended October 31, 2010; and

· the Semi-Annual report to shareholders of the Global Equity Fund for the fiscal period ended April 30, 2011.

The Acquiring Fund Summary Prospectus is intended to provide you with additional information about the Acquiring Fund. This document is on file with the SEC. The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”) and in accordance therewith, file reports and other information, including proxy materials and charter documents, with the SEC. Copies of the foregoing and any more recent reports filed after the date hereof may be obtained without charge by calling or writing:

Aberdeen Funds

1735 Market Street, 32nd Floor

Philadelphia, Pennsylvania 19103

(866) 667-9231

You also may view or obtain these documents from the SEC as follows:

In Person:		At the SEC’s Public Reference Room at 100 F Street, N.E. Washington, DC 20549

By Phone:		(202) 551-8090

By Mail:		Public Reference Section

COMBINED PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS

	Page

SUMMARY	1

PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION	1

What is the purpose of the Proposal?	1

What are the federal income tax consequences of the Reorganizations?	1

How do the investment objectives, investment strategies and investment restrictions of the Target Fund and the Acquiring Fund compare?	2

What are the fees and expenses of the Fund and what can I expect them to be after the Reorganization?	4

How do the Funds’ performances compare?	8

Who are the Service Providers?	10

Where can I find more financial information about the Funds?	13

What are the principal risks associated with investments in the Funds?	14

REASONS FOR THE REORGANIZATIONS	14

INFORMATION ABOUT THE REORGANIZATION AND THE REORGANIZATION AGREEMENT	16

How will the Reorganization be carried out?	16

Who will pay the expenses of the Reorganization?	18

What are the federal income tax consequences of the Reorganizations?	18

What should I know about shares of the Acquiring Fund?	19

COMPARISON OF TARGET FUND AND ACQUIRING FUND	20

Who manages the Funds?	20

What management fees do the Funds pay?	21

Who are the other service providers?	21

Where can I find more information?	40

ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND	41

VOTING INFORMATION	47

What vote is necessary to approve the Proposal?	47

SUMMARY

The following is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus and is qualified in its entirety by reference to the more complete information contained herein. You should read the entire Proxy Statement/Prospectus carefully, including the Reorganization Agreement (attached as Exhibit A). For more information, please read the Prospectus of the Target Fund and Acquiring Fund and the Statement of Additional Information relating to this Proxy Statement/Prospectus. A copy of the Acquiring Fund Summary Prospectus accompanies this Proxy Statement/Prospectus.

PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION

Shareholders of the Target Fund are being asked to consider and approve the Reorganization Agreement. The Reorganization Agreement provides that the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of certain classes of the Acquiring Fund, which shares will be distributed to the shareholders of the corresponding class of the Target Fund in complete liquidation and dissolution of the Target Fund.

If the Reorganization Agreement is approved by the shareholders of the Target Fund, each shareholder of the Target Fund will receive the corresponding class of the Acquiring Fund’s shares equal in total value to the shareholder’s investment in the Target Fund.

If approved, the Reorganization Agreement will have the effect of reorganizing the Target Fund with and into the Acquiring Fund. This means that you will cease to be a shareholder of the Target Fund and will become a shareholder of the Acquiring Fund. This exchange will occur on a date agreed to by the parties to the Reorganization Agreement (referred to in this Proxy Statement/Prospectus as the “Closing Date”), which is currently expected to be in December 2011.

What is the purpose of the Proposal?

The shareholders of each of the Target and Acquiring Funds will benefit from the reorganization in terms of those areas described above as well as the estimated expense savings to the combined fund post-reorganization. As detailed further in the Proxy Statement/Prospectus, the management fee for the combined fund will be the same as the management fee for the Target Fund, the gross expense ratio for the combined fund will be lower than the gross expense ratio for each class of the Target Fund and the net expense ratio for the combined fund will be the same or lower than the net expense ratio for each class of the Target Fund with the exception of the Institutional Service Class, which will experience a slight increase in its net expense ratio, due to administrative service fees for the combined fund. The administrative service fees were excluded from the expense limitations for both funds and will continue to be excluded from the expense limitation for the combined fund. For federal income tax purposes, the transaction is expected to be a non-taxable event for shareholders.

For the reasons set out below under “Reasons for the Reorganization,” the Board has concluded that the Reorganization of the Target Fund into the Acquiring Fund is in the best interests of the Target Fund and its shareholders and that the interests of the shareholders will not be diluted as a result of the Reorganization.

What are the federal income tax consequences of the Reorganizations?

It is expected that shareholders of the Target Fund will not recognize any gain or loss for federal income tax purposes as a result of the exchange of their shares in the Target Fund for shares of the Acquiring Fund pursuant to the Reorganization Agreement (although there can be no assurance that the Internal Revenue Service (“IRS”) will

deem the exchanges to be tax-free). You should, however, consult your tax adviser regarding the effect, if any, of the Reorganization in light of your individual circumstances. You should also consult your tax adviser about other state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this document relates to the federal income tax consequences of the Reorganization only. [In addition, the capital loss carryovers of [Target Fund] will be subject to an annual limitation for federal income tax purposes that will significantly reduce the total capital loss carryovers available to the [Acquiring Fund].] For further information about the federal income tax consequences of the Reorganization, see “Information About the Reorganization—What are the federal income tax consequences of the Reorganization?”

As a condition to the closing of the Reorganization, the Target Fund and the Acquiring Fund will receive an opinion from legal counsel to the Funds, Willkie Farr & Gallagher LLP, (based on certain facts, assumptions and representations) to the effect that, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), current administrative rules and court decisions, the transactions contemplated by the Reorganization Agreement constitute a tax-free reorganization within the meaning of Section 368(a) of the Code. Despite this opinion, there can be no assurances that the IRS will deem the exchanges to be tax-free.

How do the investment objectives, investment strategies and investment restrictions of the Target Fund and the Acquiring Fund compare?

Investment Objectives

The following chart states the investment objectives of the Target Fund and the Acquiring Fund.

Fund		Investment Objective
Global Financial Services Fund (Target Fund)		The fund seeks long-term capital growth.
Global Equity Fund (Acquiring Fund)		The fund seeks long-term capital growth.

Comparison. The investment objectives of the Global Financial Services Fund and the Global Equity Fund are identical. Both Funds seek long-term capital growth. The investment objective of each of the Global Financial Services Fund and Global Equity Fund is non-fundamental, which means it may be changed by the Board without shareholder approval.

Investment Strategies

The investment strategies of the Target Fund and the Acquiring Fund have similarities and differences. The most significant difference between the investment strategies of the Target Fund and the Acquiring Fund is that the Target Fund focuses its investments on equity securities of U.S. and foreign companies within the financial services sector, while the Acquiring Fund invests in equity securities of companies located throughout the world (including the U.S.). Additionally, the Target Fund concentrates at least 25% of its total assets in one or more industry groups within the financial services sector, while the Acquiring Fund does not have a concentration policy. Both Funds follow the same bottom-up fundamental equity investment style utilized by Aberdeen Group’s Global Equity Team.

The following pages describe the investment strategies of the Target Fund and the Acquiring Fund and discuss significant differences between the investment strategies and investment approaches of the Target Fund and Acquiring Fund. Please see “Comparison of Additional Information About Investments, Investment Techniques and Risks” for more information on the strategies of each Fund.

The following illustrates the similarities and differences between the investment strategies of the Global Financial Services Fund and the Global Equity Fund:

Target Fund Global Financial Services Fund		Acquiring Fund Global Equity Fund
As a non-fundamental policy, under normal		As a non-fundamental policy, under normal

Target Fund Global Financial Services Fund		Acquiring Fund Global Equity Fund
circumstances, the Global Financial Services Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity securities issued by U.S. and foreign companies (including those located in emerging market countries) with business operations in or related to financial services. A financial services company is one that is primarily involved in or related to banking, mortgage lending and servicing, securities and commodities trading, investment management, investment banking, insurance, real estate, providing financial guarantees, leasing, credit card servicing and lending.		circumstances, the Global Equity Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity securities issued by companies located throughout the world (including the U.S.).

Under normal market conditions, the Fund will invest significantly (at least 40% — unless market conditions are not deemed favorable by the Adviser in which case the Fund would invest at least 30%) in companies organized or having their principal place of business outside the United States or doing a substantial amount of business outside the United States. Under normal conditions, the Fund invests in securities from at least three different countries.		Under normal market conditions, the Fund will invest significantly (at least 40% — unless market conditions are not deemed favorable by the Adviser in which case the Fund would invest at least 30%) in companies organized or having their principal place of business outside the U.S. or doing a substantial amount of business outside the U.S. Under normal conditions, the Fund invests in securities from at least three different countries.

A company that is eligible for investment by the Fund typically derives at least 50% of its revenues, net income or assets from the financial services sector. The Fund also concentrates at least 25% of its total assets in at least one or more of the following industry groups: · banks and savings and loans; · consumer and industrial finance companies; · investment banks; · insurance brokers; · insurance companies; · securities brokers and advisers; · real estate-related companies; and · leasing companies. The Fund may invest in financial services companies of any size, including established large-cap companies as well as small-cap and mid-cap companies.		The Fund may also invest in companies of emerging market countries. Some of the companies will be multi-national companies operating globally, while others will be located in, and primarily tied economically to, one country.

The equity securities in which the Fund may invest include common stock, preferred stock, securities convertible into common stock or securities (or other investments) with prices linked to the value of common stocks, foreign investment funds or trusts and depository receipts, that represent an ownership interest in the issuer.		Equity securities in which the Fund may invest include common stock, preferred stock, securities convertible into common stock or securities (or other investments) with prices linked to the value of common stocks, foreign investments funds or trusts and depository receipts, which represent an ownership interest in the issuer.

Significant Differences. Significant differences between the Target Fund and the Acquiring Fund are:

(1) The Target Fund focuses its investments in global equity securities of companies in the financial services sector; while the Acquiring Fund focuses its investments in global equity securities, but does not have a specific industry focus; and

(2) The Target Fund has a concentration policy to invest at least 25% of its total assets in banks and savings and loans, consumer and industrial finance companies, investment banks, insurance brokers, insurance companies, securities brokers and advisers, real estate-related companies, and leasing companies; while the Acquiring Fund does not have a policy to concentrate its investments in any particular industry.

Differences between the Target Fund’s and Acquiring Fund’s Investment Restrictions

The fundamental investment restrictions for the Target Fund and Acquiring Fund are substantially similar. The only difference is that the Acquiring Fund is prohibited from concentrating (investing more than 25%) in a particular industry, while the Target Fund is excluded from this prohibition. The Target Fund has a policy to invest 25% or more of its assets in at least one or more of the following industry groups: banks and savings and loan institutions and their holding companies, consumer and industrial finance companies, investment banks, insurance brokers, securities brokers and investment advisers, real estate-related companies, leasing companies, and insurance companies, such as property and casualty and life insurance holding companies. The Target Fund may not concentrate in any other industry and may not change its policy to invest 25% or more of its assets in the indicated industries without a shareholder vote.

What are the fees and expenses of the Fund and what can I expect them to be after the Reorganization?

If the Reorganization is approved and completed, holders of Target Fund shares will receive the class of shares of the Acquiring Fund indicated in the following table:

Global Financial Services Fund (Target Fund)		Global Equity Fund (Acquiring Fund)
Class A		Class A
Class C		Class C
Class R		Class R
Institutional Class		Institutional Class
Institutional Service Class		Institutional Service Class

Expense Ratio Tables. Expenses of a mutual fund are often measured by its expense ratio (i.e., the ratio of its total expenses for a year divided by its average daily net asset value over the same year). The following tables: (1) compare the fees and expenses for the Target Fund and the Acquiring Fund based on actual expenses of the Target Fund and the Acquiring Fund for the most recent fiscal year; and (2) show the estimated fees and expenses for the Combined Funds on a pro forma basis after giving effect to the Reorganization. The purpose of these tables is to assist shareholders in understanding the various costs and expenses that investors in these Funds will bear as shareholders. The tables enable you to compare and contrast the expense levels for the Target Fund and the Acquiring Fund and obtain a general idea of what the expense levels will be if the Reorganization of the Target Fund occurs. The tables do not reflect any charges that may be imposed by institutions directly on their customer accounts in connection with investments in the Funds. Pro forma expense levels shown should not be considered an actual representation of future expenses or performance. Such pro forma expense levels project anticipated levels but actual expenses may be greater or less than those shown.

The Global Financial Services Fund and the Global Equity Fund expenses are based on actual expenses for the twelve months ended October 31, 2010.

The sales charge and redemption fee structures for the Target Fund and the Acquiring Fund are identical. Aberdeen Funds and AAMI have entered into a written contract limiting operating expenses (excluding certain expenses) to 1.19% for all classes of the Target Fund, and 1.32% for all classes of the Acquiring Fund, at least through February 27, 2013. The expense limitation contracts may not be terminated before February 27, 2013.

	Actual				Pro Forma		Actual				Pro Forma
Shareholder Fees (paid directly from your investment)	Global Financial Services Fund (Class A)		Global Equity Fund (Class A)		Global Equity Fund (combined) (Class A)		Global Financial Services Fund (Class C)		Global Equity Fund (Class C)		Global Equity Fund (combined) (Class C)
Maximum Sales Charge (Load) imposed upon purchases (as a percentage of offering price)	5.75	%	5.75	%	5.75	%	None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)	None	(1)	None	(1)	None	(1)	1.00	%(2)	1.00	%(2)	1.00	%(2)
Redemption/Exchange Fee (as a percentage of amount redeemed or exchanged) (for shares redeemed or exchanged within 90 days after the date of purchase)	2.00	%	2.00	%	2.00	%	2.00	%	2.00	%	2.00	%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.90	%	0.90	%	0.90	%	0.90	%	0.90	%	0.90	%
Distribution and/or Service (12b-1) Fees	0.25	%	0.25	%	0.25	%	1.00	%	1.00	%	1.00	%
Other Expenses	0.69	%	0.81	%	0.51	%	0.57	%	0.77	%	0.46	%
Total Annual Fund Operating Expenses	1.84	%	1.96	%	1.66	%	2.47	%	2.67	%	2.36	%
Less: Amount of Fee Limitations/Expense Reimbursements	0.28	%(3)	0.35	%(4)	0.17	%(5)	0.28	%(3)	0.35	%(4)	0.17	%(5)
Total Annual Fund Operating Expenses After Fee Limitations/Expenses Reimbursements	1.56	%	1.61	%	1.49	%	2.19	%	2.32	%	2.19	%

	Actual				Pro Forma		Actual				Pro Forma
Shareholder Fees (paid directly from your investment)	Global Financial Services Fund (Class R)		Global Equity Fund (Class R)		Global Equity Fund (combined) (Class R)		Global Financial Services Fund (Institutional Class)		Global Equity Fund (Institutional Class)		Global Equity Fund (combined) (Institutional Class)
Maximum Sales Charge (Load) imposed upon purchases (as a percentage of offering price)	None		None		None		None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)	None		None		None		None		None		None
Redemption/Exchange Fee (as a percentage of amount redeemed or exchanged) (for shares redeemed or exchanged within 90 days after the date of purchase)	2.00	%	2.00	%	2.00	%	2.00	%	2.00	%	2.00	%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.90	%	0.90	%	0.90	%	0.90	%	0.90	%	0.90	%
Distribution and/or Service (12b-1) Fees	0.50	%	0.50	%	0.50	%	None		None		None
Other Expenses	0.60	%	0.77	%	0.46	%	0.57	%	0.77	%	0.46	%
Total Annual Fund Operating Expenses	2.00	%	2.17	%	1.86	%	1.47	%	1.67	%	1.36	%
Less: Amount of Fee Limitations/Expense Reimbursements	0.28	%(3)	0.35	%(4)	0.17	% (5)	0.28	%(3)	0.35	%(4)	0.17	% (5)
Total Annual Fund Operating Expenses After Fee Limitations/Expenses Reimbursements	1.72	%	1.82	%	1.69	%	1.19	%	1.32	%	1.19	%

	Actual				Pro Forma
Shareholder Fees (paid directly from your investment)	Global Financial Services Fund (Institutional Service Class)		Global Equity Fund (Institutional Service Class)		Global Equity Fund (combined) (Institutional Service Class)
Maximum Sales Charge (Load) imposed upon purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)	None		None		None
Redemption/Exchange Fee (as a percentage of amount redeemed or exchanged) (for shares redeemed or exchanged within 90 days after the date of purchase)	2.00	%	2.00	%	2.00	%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.90	%	0.90	%	0.90	%
Distribution and/or Service (12b-1) Fees	None		None		None
Other Expenses	0.57	%	0.82	%	0.46	%
Total Annual Fund Operating Expenses	1.47	%	1.72	%	1.36	%
Less: Amount of Fee Limitations/Expense Reimbursements	0.28	%(3)	0.35	%(4)	0.17	%(5)
Total Annual Fund Operating Expenses After Fee Limitations/Expenses Reimbursements	1.19	%	1.37	%	1.19	%

(1)	Purchases of $1,000,000 or more may be subject to a 1% deferred sales charge on redemptions within 18 months of purchase (for the Acquiring Fund and the pro forma Combined Fund).

(2)	1% during the first year, 0% thereafter.

(3)	Aberdeen Funds and AAMI have entered into a written contract limiting operating expenses to 1.19% for all classes of the Global Financial Services Fund at least through February 27, 2013. This limit excludes certain expenses, including any taxes, interest, brokerage fees, short-sale dividend expenses, Acquired Fund Fees and Expenses, 12b-1 fees, administrative service fees and extraordinary expenses. Aberdeen Funds is authorized to reimburse AAMI for management fees previously limited and/or for expenses previously paid by AAMI, provided, however, that any reimbursements must be paid at a date not more than three years after the date when AAMI limited the fees or reimbursed the expenses and the reimbursements do not cause a Class to exceed the applicable expense limitation in the contract at the time the fees were limited or expenses are paid. This contract may not be terminated before February 27, 2013.

(4)	Aberdeen Funds and AAMI have entered into a written contract limiting operating expenses to 1.32% for all classes of the Global Equity Fund at least through February 27, 2013. This limit excludes certain expenses, including any taxes, interest, brokerage fees, short-sale dividend expenses, Acquired Fund Fees and Expenses, 12b-1 fees, administrative service fees and extraordinary expenses. Aberdeen Funds is authorized to reimburse AAMI for management fees previously limited and/or for expenses previously paid by AAMI, provided, however, that any reimbursements must be paid at a date not more than three years after the date when AAMI limited the fees or reimbursed the expenses and the reimbursements do not cause a Class to exceed the applicable expense limitation in the contract at the time the fees were limited or expenses are paid. This contract may not be terminated before February 27, 2013.

(5)	Effective upon the closing of the Reorganization, Aberdeen Funds and AAMI will enter into a written contract limiting operating expenses to 1.19% for all classes of the Global Equity Fund at least through February 27, 2013. This limit excludes certain expenses, including any taxes, interest, brokerage fees, short-sale dividend expenses, Acquired Fund Fees and Expenses, 12b-1 fees, administrative service fees and extraordinary expenses. Aberdeen Funds is authorized to reimburse AAMI for management fees previously limited and/or for expenses previously paid by AAMI, provided, however, that any reimbursements must be paid at a date not more than three years after the date when AAMI limited the fees or reimbursed the expenses and the reimbursements do not cause a Class to exceed the applicable expense limitation in the contract at the time the fees were limited or expenses are paid. This contract may not be terminated before February 27, 2013.

Example. These examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares of that Fund at the end of those periods. It assumes a 5% return each year and no change in expenses or in the expense limitations for the Acquiring Fund, which will be in place until February 27, 2013. Although your actual costs may be higher or lower based on these assumptions your costs would be:

ASSUMING YOU REDEEM YOUR SHARES:

	1 Year		3 Years		5 Years		10 Years
Class A
Global Financial Services Fund	$	725	$	1,068	$	1,463	$	2,565
Global Equity Fund	$	729	$	1,089	$	1,509	$	2,674
Pro Forma Combined Fund	$	718	$	1,036	$	1,394	$	2,400
Class C
Global Financial Services Fund	$	322	$	715	$	1,264	$	2,762
Global Equity Fund	$	335	$	761	$	1,351	$	2,949
Pro Forma Combined Fund	$	322	$	703	$	1,229	$	2,669
Class R
Global Financial Services Fund	$	175	$	572	$	1,025	$	2,281
Global Equity Fund	$	185	$	610	$	1,099	$	2,447
Pro Forma Combined Fund	$	172	$	551	$	973	$	2,151
Institutional Class
Global Financial Services Fund	$	121	$	408	$	748	$	1,708
Global Equity Fund	$	134	$	456	$	840	$	1,916
Pro Forma Combined Fund	$	121	$	396	$	711	$	1,605
Institutional Service Class
Global Financial Services Fund	$	121	$	408	$	748	$	1,708
Global Equity Fund	$	139	$	472	$	866	$	1,970
Pro Forma Combined Fund	$	121	$	396	$	711	$	1,605

ASSUMING YOU DO NOT REDEEM YOUR SHARES:

	1 Year		3 Years		5 Years		10 Years
Class C
Global Financial Services Fund	$	222	$	715	$	1,264	$	2,762
Global Equity Fund	$	235	$	761	$	1,351	$	2,949
Pro Forma Combined Fund	$	222	$	703	$	1,229	$	2,669

How do the Funds’ portfolio turnovers compare?

A Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. The Target Fund’s portfolio turnover rate during its most recent fiscal year ended October 31, 2010, expressed as a percentage of the average value of its portfolio, was 55.27%. The Acquiring Fund’s portfolio turnover rate during its most recent fiscal year ended October 31, 2010, expressed as a percentage of the average value of its portfolio, was 23.44%.

How do the Funds’ performances compare?

The accompanying bar charts and tables provide an indication of the risks of investing in the Target Fund and the Acquiring Fund. The returns presented for each of the Target Fund and Acquiring Fund for periods prior to June 23, 2008 reflect the performance of a predecessor fund (each, a “Predecessor Fund”). The Target Fund and Acquiring Fund each adopted the performance of its respective Predecessor Fund as the result of a reorganization on June 23, 2008 in which each of the Target Fund and the Acquiring Fund acquired all of the assets, subject to the liabilities, of its respective Predecessor Fund. Each of the Target Fund and the Acquiring Fund have substantially similar investment objectives and strategies of its respective Predecessor Fund. Returns of each Predecessor Fund have been adjusted to reflect applicable sales charges but not differences in the expenses applicable to a particular class. Returns prior to the commencement of operations of specific classes for each Predecessor Fund are based on the previous performance of other classes for each Predecessor Fund. Excluding the effect of any fee waivers or reimbursements, the performance of each Predecessor Fund is substantially similar to what each individual class of a Predecessor Fund would have produced because all classes of each Predecessor Fund invest in the same portfolio of securities.

The bar chart and table below can help you evaluate potential risks of the Target Fund and Acquiring Fund. The bar chart shows you how performance of the Target Fund’s and the Acquiring Fund’s Class A shares has varied from year to year for up to 10 years. The tables compare the Target Fund’s and the Acquiring Fund’s performance (before and after taxes) over time to that of a broad-based securities market index. The returns in the bar chart do not reflect the impact of sales charges. If the applicable sales charges were included, the annual total returns would be lower than those shown. The table compares the Target Fund’s and Acquiring Fund’s average annual total returns to the returns of a broad-based securities index. Remember, however, that past performance (before and after taxes) is not necessarily indicative of how the Fund will perform in the future. The Target Fund and the Acquiring Fund make updated performance information available at their website (www.aberdeen-asset.us) or by calling Aberdeen Funds at 866-667-9231.

Aberdeen Global Financial Services Fund

Annual Total Returns — Class A Shares

(Target Fund)
(Years Ended December 31)

During the ten-year period shown in the bar chart, the highest return for a quarter was 36.46% (Q2 09), and the lowest return for a quarter was -28.64% (Q4 08).

As of December 31, 2010 Average Annual Total Returns	1 Year		5 Years		Since Inception (Dec. 18, 2001)
Class A shares – Before Taxes	5.52	%	-2.39	%	4.70	%
Class A shares – After Taxes on Distributions	5.16	%	-3.14	%	3.83	%
Class A shares – After Taxes on Distributions and Sales of Shares	3.56	%	-2.15	%	3.93	%
Class C shares – Before Taxes	10.32	%	-1.87	%	4.66	%
Class R shares – Before Taxes	11.84	%	-1.42	%	5.06	%
Institutional Class shares – Before Taxes	12.37	%	-0.90	%	5.69	%
Institutional Service Class shares – Before Taxes	13.52	%	-0.70	%	5.81	%
MSCI World Financials Index (reflects no deduction for fees, expenses or taxes)	5.07	%	-5.89	%	1.73	%

Aberdeen Global Equity Fund

Annual Total Returns — Class A Shares

Acquiring Fund
(Years Ended December 31)

During the ten-year period shown in the bar chart, the highest return for a quarter was 23.82% (Q2 09) and the lowest return for a quarter was —21.22% (Q4 08).

As of December 31, 2010 Average Annual Total Returns	1 Year		5 Years		10 Years
Class A shares – Before Taxes	4.52	%	2.75	%	3.01	%
Class A shares – After Taxes on Distributions	3.87	%	2.40	%	2.82	%
Class A shares – After Taxes on Distributions and Sales of Shares	2.89	%	2.13	%	2.48	%
Class C shares – Before Taxes	9.22	%	3.24	%	2.95	%
Class R shares – Before Taxes	10.65	%	3.69	%	3.23	%
Institutional Class shares – Before Taxes	11.28	%	4.07	%	3.68	%
Institutional Service Class shares – Before Taxes	11.28	%	4.07	%	3.68	%
MSCI World Index (reflects no deduction for fees, expenses or taxes)	12.34	%	2.99	%	2.82	%

The after-tax returns shown were calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. An investor’s actual after-tax returns depend on the investor’s tax situation and may differ from those shown in the above tables. The after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A; after-tax returns for other classes will vary.

Who are the Service Providers?

AAMI serves as the investment adviser to the Target Fund and the Acquiring Fund, and will serve as the investment adviser to the Combined Fund. AAMI is a wholly-owned subsidiary of Aberdeen Asset Management PLC (“Aberdeen PLC”), which is the parent company of an asset management group managing approximately $290.4 billion in assets as of March 31, 2011 for a range of pension funds, financial institutions, investment trusts, unit trusts, offshore funds, charities and private clients, in addition to U.S. registered investment companies. The

Acquiring Fund is sub-advised by Aberdeen Asset Management Investment Services Limited (“AAMISL”). AAMISL, a United Kingdom corporation, located at Bow Bells House, 1 Bread Street, London, England, EC4M9HH, is an affiliate of AAMI and wholly owned by Aberdeen PLC.

The Target Fund and Acquiring Fund have the same investment adviser, administrator, distributor, auditor, transfer agent, and custodian, as indicated in the table below. The Acquiring Fund is sub-advised by AAMISL, while the Target Fund does not have a sub-adviser. It is anticipated that the service providers to the Acquiring Fund will continue as the service providers to the Combined Fund following the closing of the Reorganization. For more information about the investment advisory fees of the Target Fund and the Acquiring Fund and for a detailed description of the management of the Acquiring Fund and other service providers to the Acquiring Fund, please see “Comparison of the Target Fund and the Acquiring Fund — Who manages the Funds?” and “— Who are the other service providers?” below.

	Target Fund	Acquiring Fund
Investment Adviser	AAMI	AAMI, sub-advised by AAMISL
Administrators	AAMI	AAMI
Sub-Administrator	State Street	State Street
Transfer Agent	Boston Financial Data Services, Inc.	Boston Financial Data Services, Inc.
Custodian	State Street	State Street
Distributor	Aberdeen Fund Distributors LLC	Aberdeen Fund Distributors LLC
Auditor	KPMG LLP	KPMG LLP

How are Shares Priced?

The price of each share of the Target Fund or the Acquiring Fund is based on its per share net asset value (“NAV”). The NAV per share of a class is generally determined by dividing the total net market value of the securities and other assets in the Funds’ portfolio allocable to such class, less liabilities allocable to such class, by the total number of shares outstanding of such class.

The NAV for shares of each Fund is determined and its shares are priced at the close of regular trading on the New York Stock Exchange (normally at 4 p.m. Eastern time) on days the Exchange is open. A purchase, exchange or redemption order will be priced at the next NAV calculated after the order is received by the Funds (plus any applicable sales charge).

The share pricing policies of the Target Fund and the Acquiring Fund are identical and are detailed below:

NAV: The NAV for each Fund is determined as of the close of regular trading on the New York Stock Exchange (the “Exchange”) (usually 4 p.m. Eastern Time) on each day that the Exchange is open (a “Business Day”) and on such other days as the Board of Trustees determines (together, the “Valuation Time”). However, to the extent that each Fund’s investments are traded in markets that are open when the Exchange is closed, the value of each Fund’s investments may change on days when shares cannot be purchased or redeemed.

Each Fund will not compute NAV on customary business holidays, including New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, or the days when such holidays are observed and other days when the Exchange is closed.

Each Fund reserves the right not to determine its NAV when: (i) the Fund has not received any orders to purchase, sell or exchange shares and (ii) changes in the value of the Fund’s portfolio do not affect the Fund’s net asset value.

Equity Securities: Securities for which market quotations are readily available are valued at current market value as of Valuation Time. Valuation Time will be as of the close of regular trading on the Exchange (usually 4 P.M. Eastern Time).

Equity securities are valued at the last quoted sale price, or if there is no sale price, the last quoted bid price provided by an independent pricing service approved by the Board of Trustees. Securities traded on NASDAQ are valued at the NASDAQ Official Closing Price. Prices are taken from the primary market or exchange in which each security trades.

Debt Obligations: Debt and other fixed income securities (other than short-term obligations) are valued at the last quoted bid price by an independent pricing agent, the use of which has been approved by the Board of Trustees. In the event such quotes are not available from such pricing agents, then the security may be priced based on bid quotations from broker-dealers.

Short-Term Debt Obligations: Short term debt securities such as commercial paper and U.S. Treasury bills, having a remaining maturity of 60 days or less are considered to be “short term” and are valued at amortized cost which approximates market value. The pricing service activities and results are reviewed by an officer of each Fund.

Fair Value: Securities for which market quotations are not readily available, or for which an independent pricing service does not provide a value or provides a value that does not represent fair value in the judgment of the Adviser or designee, are valued at fair value under procedures approved by the Funds’ Board of Trustees.

Fair value determinations are required for securities whose value is affected by a significant event that will materially affect the value of a domestic or foreign security and which occurs subsequent to the time of the close of the principal market on which such domestic or foreign security trades but prior to the calculation of each Fund’s NAV. Significant events that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in U.S. or foreign markets; market dislocations; market disruptions or market closings; equipment failures; natural or man-made disasters or acts of God; armed conflicts; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements, including those relating to earnings, products and regulatory news; significant litigation; low trading volume; trading limits; or suspensions.

Each Fund values securities at fair value in the circumstances described below. Generally, trading in foreign securities markets is completed each day at various times prior to the Valuation Time. In addition, foreign securities trading generally or in a particular country or countries may not take place on all Business Days. Furthermore, trading may take place in various foreign markets on days which are not Business Days and days on which each Fund’s net asset value is not calculated. “Fair value” prices will be used with respect to foreign securities for which an independent pricing agent is able to provide automated daily fair values. Those securities for which an independent pricing agent is not able to provide automated daily fair values shall continue to be valued at the last sale price at the close of the exchange on which the security is principally traded except that market maker prices may be used if deemed appropriate. Fair value prices are intended to reflect more accurately the value of those securities at the time each Fund’s NAV is calculated. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. Due to the time differences between the closings of the relevant foreign securities exchanges and the Valuation Time for each Fund, each Fund will also fair value their foreign investments when the market quotations for the foreign investments either are not readily available, are unreliable or may be affected by a significant event and, therefore, do not represent fair value. When each Fund uses fair value pricing, the values assigned to each Fund’s foreign investments may not be the quoted or published prices of the investments on their primary markets or exchanges.

What are the Sales Load, Redemption Fees and Rule 12b-1 Arrangements for Target Fund and Acquiring Fund?

Class A Shares. There is a maximum sales charge of 5.75% for Class A shares of the Target Fund and the Acquiring Fund. The sales charge is calculated as a percentage of the offering price for Class A shares. Sales charges are reduced as the amount increases, provided the amount invested reaches certain specified levels. There is no sales charge on Target Fund or Acquiring Fund Class A shares on purchases of $1,000,000 or more, but Class A shares may be subject to a contingent deferred sales load of 1.00% if a redemption is made within one year of purchase. Class A shares of the Target Fund and the Acquiring Fund are subject to a Rule 12b-1 fee at an annual rate of 0.25% of each Fund’s average daily net assets attributable to its respective Class A shares.

Class C Shares. For both the Target Fund and the Acquiring Fund, there is no front end sales charge on Class C shares. However, Class C shares are subject to a CDSC of 1.00% of certain redemptions within the first year of purchase. Class C shares are subject to a Rule 12b-1 fee at an annual rate of 1.00% of the Fund’s average daily net assets attributable to Class C shares.

Class R Shares. For both the Target Fund and the Acquiring Fund, Class R shares are offered at net asset value with no front end or contingent deferred sales charge. However, Class R shares are subject to a Rule 12b-1 fee at an annual rate of 0.50% of the Fund’s average daily net assets attributable to Class R shares.

Institutional Class Shares. Institutional Class shares of the Target Fund and the Acquiring Fund are offered at net asset value with no front end or contingent deferred sales charge and are not subject to a Rule 12b-1 fee.

Institutional Service Class Shares. Institutional Service Class shares of the Target Fund and the Acquiring Fund are offered at net asset value with no front end or contingent deferred sales charge and are not subject to a Rule 12b-1 fee.

Redemption Fees. The Target Fund and the Acquiring Fund impose a 2.00% redemption fee (short-term trading fee) for any shares redeemed or exchanged within 90 days after the date they were acquired. The redemption fee is imposed to discourage frequent trading of Fund shares and is designed to offset brokerage commissions, market impact and other costs associated with short-term trading of Fund shares. The fee does not apply to shares purchased through reinvested dividends or capital gains or shares redeemed or exchanged under regularly scheduled withdrawal plans and in other limited circumstances. Acquiring Fund shares issued in connection with the Reorganization will not be subject to the redemption fee; however, any Acquiring Fund shares purchased after the Reorganization would be subject to the redemption fee.

The Target Fund’s and Acquiring Fund’s purchase, redemption, exchange, dividend and other policies and procedures are identical. For more information, see “Comparison of the Target Fund and Acquiring Fund —Dividends and Distributions, Purchase, Redemption and Exchange Policies” and “Additional Information About the Acquiring Fund.”

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Target Fund or the Acquiring Fund through a broker-dealer or other financial intermediary (such as a bank), the Funds and their related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your financial advisor to recommend the Funds over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

Where can I find more financial information about the Funds?

The Target Fund’s and the Acquiring Fund’s annual report, which is incorporated herein by reference, contains a discussion of the Funds’ performance during the past fiscal year and shows per share information for each of the past five fiscal years. These documents also are available upon request. (See “Contacting Aberdeen Funds” below.)

What are the principal risks associated with investments in the Funds?

The risks identified below are the principal risks of investing in the Target Fund and the Acquiring Fund. All investments have risks to some degree and it is possible that you could lose money by investing in the Funds. An investment in the Funds is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There is no guarantee the Funds will achieve their investment objectives. For more information on the risks associated with the Acquiring Fund, see the “Additional Information on Portfolio Instruments and Investment Policies” section of the Acquiring Fund’s Statement of Additional Information.

Each Fund is subject to the principal risks set out below.

Stock market risk — the Fund could lose value if the individual stocks in which it invests or overall stock markets in which such stocks trade go down.

Foreign risk — foreign securities may be more volatile, harder to price and less liquid than U.S. securities. These risks may be enhanced in emerging market countries.

Emerging markets risk — a magnification of the risks that apply to foreign investments. These risks are greater for securities of companies in emerging markets countries because the countries may have less stable governments, more volatile currencies and less established markets.

Selection risk — the investment team may select securities that underperform the stock market or other funds with similar investment objectives and strategies.

The Target Fund is subject to the additional principal risks set out below.

Financial Services Industry Risk — the financial services sector is subject to extensive government regulation which can limit the amounts and types of loans and other financial commitments that companies can make, the interest rates and fees that they can charge and the manner in which they distribute their products. Profitability can be largely dependent on the availability and cost of capital and can fluctuate significantly when interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively affect lending institutions.

Small- and Mid-Cap Securities Risk — in general, stocks of small-and mid-cap companies may be more volatile and less liquid than larger company stocks.

Concentration Risk — investing 25% or more of the Fund’s net assets in a select group of companies in financial services industries could subject the Fund to greater risk of loss and could be considerably more volatile than a broad-based market index or other mutual funds that are diversified across a greater number of securities and industries.

REASONS FOR THE REORGANIZATIONS

Background

Board Consideration of the Reorganization

At a regular meeting held on September 6, 2011, all of the Trustees of the Trust, on behalf of the Target Fund, including the Trustees who are not “interested persons” of the Target Fund, as such term is defined in the 1940 Act (the “Independent Trustees”), considered and approved the Reorganization as set forth in the Reorganization Agreement. The Board determined that the Reorganization was in the best interests of the Target Fund and its shareholders, and that the interests of existing shareholders of the Target Fund will not be diluted as a result of the Reorganization. At the meeting and throughout the course of the Board’s considerations of these matters, the Independent Trustees were advised by their independent legal counsel that is experienced in 1940 Act matters.

Before approving the Reorganization Agreement, the Trustees evaluated extensive information provided by management of the Trust and reviewed various factors about the Target Fund and the Acquiring Fund and the proposed Reorganization. The combination of the two Funds with identical investment objectives and certain similar investment strategies is expected to result in operational efficiencies, although no assurance can be given that these efficiencies will be achieved. It is expected that the Combined Fund will have (i) a projected gross operating expense ratio for each class lower than that of the corresponding class of the Target Fund prior to the Reorganization, and (ii) a projected net operating expense ratio for each class lower than that of the corresponding class of the Target Fund (except for the Institutional Service Class) prior to the Reorganization, after taking into account the contractual fee waiver and expense reimbursement arrangement and the economies of scale that may be realized by the Combined Fund.

The Trustees also considered the possibility that the Acquiring Fund may achieve certain operating efficiencies from its larger asset size and that the Combined Fund will have funding and resources that may enable it to enjoy increased growth and possible further economies of scale.

In addition, the Trustees considered, among other things:

· the terms and conditions of the Reorganization;

· the fact that the Reorganization would not result in the dilution of shareholders’ interests;

· the fact that the Target Fund and the Acquiring Fund have identical investment objectives and certain similar principal investment strategies;

· the Target Fund and the Acquiring Fund are managed by the same portfolio management team utilizing the same fundamental, bottom-up equity investment management style;

· the fact that AAMI will bear the expenses incurred in connection with the Reorganization (shareholders will continue to pay brokerage or trading expenses, including those relating to securities sold prior to and immediately following the Reorganization to realign the portfolio of the Target Fund, as discussed below);

· the comparative historical performance of the Target Fund and the Acquiring Fund;

· the fact that the Acquiring Fund will assume all of the liabilities of the Target Fund;

· the fact that the Reorganization is expected to be a tax-free transaction for federal income tax purposes; and

· alternatives available to shareholders of the Target Fund, including the ability to redeem their shares.

After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized, the Trustees of the Trust concluded that the proposed Reorganization would be in the best interests of the Target Fund and its shareholders. The determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors taken as a whole, though individual Trustees may have placed different weight on various factors and assigned different degrees of materiality to the various conclusions. Consequently, the Board approved the Reorganization Agreement and directed that the Reorganization Agreement be submitted to shareholders of the Target Fund for approval.

The Reorganization Agreement is subject to certain closing conditions and termination rights, including the Board’s right to terminate the Reorganization Agreement if it determines that proceeding with the Reorganization is inadvisable for either the Target Fund or the Acquiring Fund. In the event that the Board determines not to proceed with the Reorganization, the Board will consider other possible courses of action for the Target Fund, including liquidation of the Fund.

The Trustees of the Trust also approved the Reorganization Agreement on behalf of the Acquiring Fund.

FOR THE REASONS DISCUSSED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.

INFORMATION ABOUT THE REORGANIZATION AND THE REORGANIZATION AGREEMENT

The following is a summary of the Reorganization Agreement and is qualified in its entirety by reference to the form of Reorganization Agreement, a copy of which is attached as Exhibit A to this Proxy Statement/Prospectus and is incorporated herein by reference.

How will the Reorganization be carried out?

First, the Reorganization of the Target Fund must be approved by its shareholders. In the event the Target Fund fails to receive sufficient votes for approval of the Reorganization, management will consider whether to continue further solicitations. If the shareholders of the Target Fund do not approve the Reorganization, the Board will consider other possible courses of action for the Target Fund.

If the shareholders of the Target Fund approve the Reorganization, the Reorganization will take place after the parties to the Reorganization Agreement satisfy various conditions. The Reorganization Agreement contains a number of conditions that must be met before either the Target Fund or the Acquiring Fund is obligated to proceed with the Reorganization. These include, among others, that (1) the Funds receive from the Funds’ counsel certain opinions supporting the representations and warranties made by each party regarding legal status and compliance with certain laws and regulations (including an opinion from special counsel to Aberdeen Funds that the shares issued in the Reorganization will be validly issued, fully paid and non-assessable); (2) both the Target Fund and the Acquiring Fund receive from Aberdeen Funds’ counsel the tax opinion described below under “What are the federal income tax consequences of the Reorganizations?”; and (3) both the Target Fund and the Acquiring Fund receive certain certificates from its officers concerning the continuing accuracy of its representations and warranties made in the Reorganization Agreement. The Reorganization Agreement contains a number of representations and warranties made by the Target Fund to the Acquiring Fund related to, among other things, its legal status, compliance with laws and regulations and financial position and also contains similar representations and warranties made by the Acquiring Fund to the Target Fund.

If the shareholders of the Target Fund approve the Reorganization Agreement and various conditions are satisfied, the Target Fund will deliver to the Acquiring Fund all of its assets and liabilities on the closing date of the

Reorganization. In the exchange, the Target Fund will receive the Acquiring Fund’s shares to be distributed pro rata to the Target Fund’s shareholders. Each shareholder of the Target Fund will receive the number of full and fractional shares of the Acquiring Fund and share class equal in value to the value of the shares of the Target Fund as follows:

Target Fund		Acquiring Fund
Global Financial Services Fund		Global Equity Fund
Class A		Class A
Class C		Class C
Class R		Class R
Institutional Class		Institutional Class
Institutional Service Class		Institutional Service Class

The Reorganization is scheduled to occur on a date agreed to by the parties to the Reorganization Agreement (hereafter, the “Closing Date”), which is currently expected to be in the [fourth quarter of 2011]. The value of the assets of the Target Fund will be the value of such assets as of the close of business of the New York Stock Exchange (normally 4:00 p.m., Eastern time).

The liquidation and distribution with respect to each class of the Target Fund’s shares will be accomplished by the transfer of the Acquiring Fund shares then credited to the account of the Target Fund on the books of the Acquiring Fund to newly-opened accounts on the books of that Acquiring Fund in the names of the Target Fund shareholders. All issued and outstanding shares of the Target Fund will simultaneously be canceled on the books of the Target Fund. The Acquiring Fund will not issue certificates representing the Acquiring Fund shares issued in connection with such exchange.

After such distribution, the Target Fund will take all necessary steps under the 1940 Act, applicable state law, its governing instruments, and any other applicable law to cease operating as an investment company and to cease the continuous offering of its shares, and to liquidate.

The Reorganization Agreement may be amended as may be deemed necessary by the authorized officers of the Target Fund and Acquiring Fund, provided that following the shareholder meeting no amendment may change the provisions for determining the number of shares to be issued to Target Fund shareholders to the detriment of shareholders without their further approval. The Reorganization Agreement may be terminated with respect to the Target Fund or the Acquiring Fund if at any time prior to the Closing Date the Board concludes that the Reorganization is inadvisable with regards to either the Target Fund or Acquiring Fund. The Reorganization Agreement may also be terminated by (i) written consent of the parties; (ii) following a material breach by one party of the representations, warranties or covenants which is not cured within ten business days; or (iii) by the Target Fund upon the occurrence of an event that has a material adverse effect on one of the parties, or by the Acquiring Fund upon the occurrence of an event that has a material adverse effect on the Target Fund.

Management plans to realign the Combined Fund after the Reorganization in order for the Target Fund’s investment restrictions and industry concentration policy to remain in compliance following the Reorganization. In realigning post-reorganization, the brokerage and/or related trading costs will be borne by shareholders of the Combined Fund. The brokerage and/or related trading costs for the portfolio realignment are approximately 3 basis points of the market value of the portfolio, which is currently estimated to be approximately $6,000. The brokerage and/or related trading costs equate to approximately $0.002 per shareholder, post-reorganization, based on the anticipated outstanding shares of the Combined Fund, using information as of July 31, 2011. The cost to the Acquiring Fund shareholders is offset by the reduction in the net expense ratio post-reorganization.

The tax impact of any sales of portfolio holdings will depend on the difference between the price at which such portfolio securities are sold and the applicable Fund’s basis in such securities. Any capital gains recognized in these sales on a net basis prior to the closing of the Reorganization will be distributed, if required, to the shareholders of the Target Fund, as capital gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of

sale, and such distributions will be taxable to shareholders. Any capital gains recognized in these sales on a net basis following the closing of the Reorganization will be distributed, if required, to the Combined Fund’s shareholders as capital gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale, and such distributions will be taxable to shareholders. However, the Acquiring Fund has approximately $[ ] of capital loss carryforwards, which may be used to offset any capital gains. If the Reorganization is approved and you do not wish to have your Target Fund shares exchanged for shares of the Acquiring Fund, you should redeem your shares prior to the completion of the Reorganization. If you redeem your shares, you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them. In addition, if you redeem your shares prior to the Reorganization and your shares are subject to a contingent deferred sales charge, your redemption proceeds will be reduced by any applicable sales charge.

Who will pay the expenses of the Reorganization?

The reasonable expenses associated with the Reorganization will be borne solely by AAMI or its affiliates and will not be borne by shareholders (shareholders will continue to pay brokerage or trading expenses, including those related to securities sold prior to and immediately following the Reorganization to realign the portfolio of the Target Fund).

What are the federal income tax consequences of the Reorganizations?

Treatment as a Tax-Free Reorganization. The Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1) of the Code. Based on certain assumptions made and representations to be made on behalf of the Target Fund and the Acquiring Fund, it is expected that Willkie Farr & Gallagher LLP will provide a legal opinion to the effect that, for federal income tax purposes:

· Shareholders of the Target Fund will not recognize any gain or loss as a result of the exchange of their shares of the Target Fund for shares of the Acquiring Fund;

· No gain or loss will be recognized by the Target Fund (a) upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund shares and the assumption by the Acquiring Fund of the liabilities of the Target Fund or (b) upon the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in liquidation, as contemplated in the Reorganization Agreement, except for any gain recognized as a result of the transfer of any stock in a passive foreign investment company as defined in Section 1297(a) of the Code;

· Neither the Acquiring Fund nor its shareholders will recognize any gain or loss upon receipt of the assets of the Target Fund;

· The tax basis of the assets of the Target Fund acquired by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the transfer and the holding period of the assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Target Fund except for certain adjustments that may be required to be made solely as a result of gain recognized on the transfer of certain assets of the Target Fund;

· The holding period and aggregate tax basis for Acquiring Fund shares that are received by the Target Fund shareholder will be the same as the holding period and aggregate tax basis of the shares of the Target Fund previously held by such shareholder, provided that the shareholder held Target Fund shares as a capital asset at the time of the Reorganization; and

· The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code.

AAMI has not sought a tax ruling from the IRS. Opinions of counsel are not binding upon the IRS or the courts. If the Reorganization is consummated but does not qualify as a tax free reorganization under the Code, and thus is taxable, the Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund and each shareholder of the Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in the Target Fund shares and the fair market value of the shares of the Acquiring Fund it received.

[General Limitation on Capital Losses. In certain cases, a fund’s ability to use capital losses is limited following a reorganization. These limitations generally do not apply if the reorganization qualifies as a reorganization under Section 368(a)(1)(F) of the Code. The Reorganization is expected to qualify as a reorganization under Section 368(a)(1)(F) of the Code, so these limitations generally should not apply to the Acquiring Fund. As of the fiscal year ended October 31, 2010, the Target Fund had approximately $[ ] of capital loss carryforwards.]

Tracking Your Basis and Holding Period; State and Local Taxes. After the Reorganization of the Target Fund, you will continue to be responsible for tracking the adjusted tax basis and holding period for your shares of the Acquiring Fund for federal income tax purposes. You should consult your tax adviser regarding the effect, if any, of the Reorganization in light of your individual circumstances. You should also consult your tax adviser about the state and local tax consequences, if any, of the Reorganization because the discussion above only relates to the federal income tax consequences.

What should I know about shares of the Acquiring Fund?

If the Reorganization is approved by the Target Fund’s shareholders, full and fractional shares of the Acquiring Fund will be distributed to shareholders of the Target Fund in accordance with the procedures described above. When issued, each share will be validly issued and fully paid and non-assessable and will have no pre-emptive or conversion rights. The shares of the Acquiring Fund will be recorded electronically in each shareholder’s account. The Acquiring Fund will then send a confirmation to each shareholder. As of the Closing Date, outstanding certificates, if any, representing shares of the Target Fund will be cancelled.

What are the capitalizations of the Funds and what might the capitalizations be after the Reorganization?

The capitalization tables starting on the next page set out, as of August 31, 2011, the capitalizations of the Target Fund and the Acquiring Fund, and the estimated capitalization of the Acquiring Fund as adjusted to give effect to the proposed Reorganization. The following are examples of the number of shares of the Acquiring Fund that would be exchanged for the shares of the Target Fund if the Reorganization were consummated on August 31, 2011 and do not reflect the number of shares or value of shares that would actually be received if the Reorganization, as depicted, occurs. Each shareholder of the Target Fund will receive the number of full and fractional shares of the Acquiring Fund equal in value to the value (as of the last Business Day prior to the Closing Date) of the shares of the Target Fund.

	Global Financial Services Fund (unaudited)		Global Equity Fund (unaudited)		Pro Forma Adjustments to Capitalization (unaudited)			Acquiring Fund after Reorganization (estimated)
Net Assets
Class A	$	13,460,741.60	$	25,845,305.94	$	0		$	39,306,047.54
Class C	$	1,892,069.39	$	2,512,566.79	$	0		$	4,404,636.18
Class R	$	476,914.20	$	582,594.94	$	0		$	1,059,509.14
Institutional Class	$	4,859,232.81	$	10,444,814.05	$	0		$	15,304,046.86
Institutional Service Class	$	1,007.42	N/A		$	0		$	1,007.42

Shares outstanding
Class A	1,475,833.07		2,323,468.25		(265,334.72		)	3,533,966.60
Class C	213,191.21		236,841.93		(34,862.33		)	415,170.81
Class R	53,306.01		54,129.58		(8,983.13		)	98,452.46
Institutional Class	528,069.32		937,763.99		(91,872.48		)	1,373,960.83
Institutional Service Class	109.46		N/A		(19.04		)	90.42

Net asset value per share
Class A	$	9.12	$	11.12	$	0		$	11.12

	Global Financial Services Fund (unaudited)		Global Equity Fund (unaudited)		Pro Forma Adjustments to Capitalization (unaudited)		Acquiring Fund after Reorganization (estimated)
Class C	$	8.87	$	10.61	$	0	$	10.61
Class R	$	8.95	$	10.76	$	0	$	10.76
Institutional Class	$	9.20	$	11.14	$	0	$	11.14
Institutional Service Class	$	9.20	N/A		$	0	$	11.14

COMPARISON OF TARGET FUND AND ACQUIRING FUND

Who manages the Funds?

AAMI, a Delaware corporation formed in 1994, is a registered investment adviser and serves as the investment adviser to both the Target Fund and the Acquiring Fund. AAMI’s principal place of business is 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103. AAMI is a wholly-owned subsidiary of Aberdeen PLC, which is the parent company of an asset management group managing approximately $290.4 billion in assets as of March 31, 2011 for a range of pension funds, financial institutions, investment trusts, unit trusts, offshore funds, charities and private clients, in addition to U.S. registered investment companies.

Pursuant to an investment advisory agreement with Aberdeen Funds, AAMI manages the Funds in accordance with the policies and procedures established by the Board. In rendering investment advisory services, AAMI may use the resources of investment advisor subsidiaries of Aberdeen PLC. These affiliates have entered into a memorandum of understanding with AAMI pursuant to which investment professionals from each affiliate may render portfolio management, research or trading services to clients of AAMI, including the Funds, as associated persons of AAMI, subject to supervision by AAMI.

AAMISL, a United Kingdom corporation, serves as a sub adviser to the Acquiring Fund. AAMISL’s principal place of business is located at Bow Bells House, 1 Bread Street, London, England, EC4M9HH. AAMISL is responsible for the day-to-day management of the Acquiring Fund. To the extent that AAMISL does not have management over a specific portion of the Fund’s assets, AAMISL will assist AAMI with oversight for the Fund. When a portfolio management team from AAMISL is allocated a specific portion of the Fund’s assets to manage, it will receive a fee from AAMI for its investment management services. AAMISL is an affiliate of AAMI and wholly owned by Aberdeen PLC.

Portfolio Manager Information

The Funds are managed by the Global Equity Team. The Global Equity Team works in a truly collaborative fashion; all team members have both portfolio construction and research responsibilities. Teams work in an open floor plan environment in an effort to foster communication among all members. AAMI and AAMISL do not believe in having star managers, instead preferring to have both depth and experience within the team. Depth of team members allows AAMI and AAMISL to perform the diligent research required by Aberdeen Group’s equity investment process. The experience of senior managers provides the confidence needed to take a long-term view. The Team is jointly and primarily responsible for the day-to-day management of the Funds:

Stephen Docherty, Head of Global Equities. Stephen is head of global equities, managing a team of fourteen, including five senior global equity investment managers, who are responsible for Aberdeen’s overall strategy towards global equity investment, including ethical portfolios. Stephen joined Aberdeen in 1994, successfully establishing performance measurement procedures before taking up a fund management role. Previously, Stephen worked for Abbey National Plc in the Department of Actuarial Services within the Life Division. Stephen graduated with a BSc (Hons) in Mathematics and Statistics from the University of Aberdeen.

Bruce Stout, Senior Investment Manager. Bruce is a senior investment manager on the global equities team. He joined Aberdeen in 2000 from Murray Johnstone where he held the position of Investment Manager for

their emerging markets team. Bruce graduated with a BA in Economics from the University of Strathclyde and completed a graduate training course with General Electric Company UK.

Andrew McMenigall, Senior Investment Manager. Andrew is a senior investment manager on the global equities team. He joined Aberdeen in 2003 from Edinburgh Fund Managers PLC, where he held the position of head of global equities. Andrew graduated as an Officer in the British Army from the Royal Military Academy, Sandhurst before completing an MBA from the University of Edinburgh. Andrew is an Associate of the UK Society of Investment Professionals.

Jamie Cumming, CFA®, Senior Investment Manager. Jamie is a senior investment manager on the global equities team. Jamie joined Aberdeen in 2001 as a Trainee Investment Manager on the UK Small Companies desk. Previously, Jamie worked for Grant Thornton Chartered Accountant as an Audit Senior, responsible for the audit of a wide variety of small to large companies and pension schemes in the Scottish Region. Jamie graduated with a BA (Hons) from The University of Strathclyde, a PGDIP IT from the University of Paisley and is a CFA® Charterholder. Jamie is a member of the Institute of Chartered Accountants in Scotland and is a Threshold Competent Investment Manager.

Samantha Fitzpatrick, CFA®, Senior Investment Manager. Samantha is a senior investment manager on the Global Equity Team. Samantha joined Aberdeen in 1998 from the WM Company where she was in the market data team. Samantha graduated with a BA (Hons) in Mathematics from the University of Strathclyde and is a CFA® Charterholder.

The Statement of Additional Information for the Funds dated February 28, 2011, as amended, provides additional information about the portfolio managers’ compensation, other accounts they manage, and their ownership of shares in the Funds.

What management fees do the Funds pay?

The annual investment advisory fee for each Fund, as a percentage of the Fund’s average daily net assets, is identical. Each Fund has the following advisory fee:

· 0.90% on assets up to $500 million;

· 0.85% on assets of $500 million up to $2 billion;

· 0.80% on assets of $2 billion and more

Aberdeen Funds and AAMI have entered into a written contract limiting operating expenses (excluding certain expenses) to 1.19% for all classes of the Target Fund, and 1.32% for all classes of the Acquiring Fund, at least through February 27, 2013. Upon closing of the Reorganization, the Combined Fund will have a written contract to limit operating expenses (excluding certain expenses) to 1.19% for all classes of the Combined Fund. The expense limitation contracts may not be terminated before February 27, 2013.

A discussion regarding the basis of the Board’s approval of the Acquiring Fund’s investment advisory contract and sub-advisory contract is available in the Acquiring Fund’s Annual Report to shareholders for the period ended October 31, 2010.

Who are the other service providers?

Both Funds have the same service providers, as detailed below.

Administrator

AAMI, located at 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103, provides administrative services to the Funds, which includes various administrative and accounting services, daily valuation of each Fund’s shares, preparation of financial statements, tax returns, and regulatory reports, and presentation of quarterly reports to the Board, pursuant to a Fund Administration Agreement. Aberdeen Funds pays the following fees for these fund administration services as set out below. Fees will be computed daily and payable monthly on the first business day of each month, or as otherwise set out below.

Asset-Based Annual Fee

· 0.065% of the first $500 million in aggregate net assets of all Funds of Aberdeen Funds, plus

· 0.045% of aggregate net assets of all Funds of Aberdeen Funds in excess of $500 million up to $2 billion; plus

· 0.02% of the aggregate net assets of all Funds of Aberdeen Funds in excess of $2 billion.

The asset-based fees are subject to an annual minimum fee equal to the number of Funds of Aberdeen Funds multiplied by $25,000.

Out of Pocket Expenses and Miscellaneous Charges

Aberdeen Funds will also be responsible for out-of-pocket expenses (including, but not limited to, the cost of the pricing services that the administrator utilizes and any networking fees paid as out-of-pocket expenses) reasonably incurred by the administrator or its subcontractors in providing services to Aberdeen Funds. All fees and expenses shall be paid by Aberdeen Funds to the Administrator on behalf of each Fund.

Sub-Administrator and Transfer Agent

Boston Financial Data Services, Inc. (“BFDS”), an affiliate of State Street, located at 30 Dan Road, Canton, MA 02021-2809, serves as the transfer agent for the Funds. State Street serves as the sub-administrator for the Funds. State Street is located at One Lincoln Street, Boston, Massachusetts 02111. For the administration services provided by State Street to each Fund, AAMI pays State Street an asset-based fee that is calculated based on the assets of certain registered and unregistered funds and segregated accounts advised by AAMI and its affiliates, plus certain out-of-pocket expenses, subject to a minimum fee.

Custodial Services

State Street serves as the custodian for the Target Fund and the Acquiring Fund.

Auditors

KPMG LLP will serve as the Funds’ independent registered public accounting firm and is located at 1601 Market Street, Philadelphia, PA 19103.

Distributor and Rule 12b-1 Plan

Aberdeen Fund Distributors LLC (“AFD”), an affiliate of AAMI, located at 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103, serves as the Target Fund’s and the Acquiring Fund’s primary distributor.

The Funds have adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of 1940, which permits the Class A, Class C and Class R shares of the Funds to compensate the Funds’ distributor or any other entity approved by the Board (collectively, “payees”) for expenses associated with distribution-related and/or shareholder services provided by such entities. These fees are paid to the Funds’ distributor and are either kept or paid to your financial advisor or other intermediary for distribution and shareholder services. Institutional Class and Institutional Service Class shares pay no 12b-1 fees.

These 12b-1 fees are in addition to applicable sales charges and are paid from the Funds’ assets on an ongoing basis. The 12b-1 fees are accrued daily and paid monthly. As a result, 12b-1 fees increase the cost of your investment and over time may cost more than other types of sales charges. Under the Distribution Plan, Class A, Class C and Class R shares pay the Funds’ distributor annual amounts not exceeding the following:

Class		As a % of Daily Net Assets
Class A shares		0.25% (distribution or service fee)
Class C shares		1.00% (0.25% service fee)
Class R shares		0.50% (0.25% of which may be either a distribution or service fee)

Administrative Services

Class A, Class R and Institutional Service Class shares of the Funds are subject to an administrative service fee of up to 0.25%, which is in addition to Rule 12b-1 fees for Class A and Class R shares described above. These fees are paid by the Funds to broker-dealers or other financial intermediaries who provide administrative support services to beneficial shareholders on behalf of the Funds. Under the Administrative Services Plan, the Funds may pay a broker-dealer or other intermediary a maximum annual administrative services fee of 0.25% for Class A, Class R and Institutional Service Class shares; however, many intermediaries do not charge the maximum permitted fee or even a portion thereof.

Because these fees are paid out of a Fund’s Class A, Class R and Institutional Service Class assets on an ongoing basis, these fees will increase the cost of your investment in such share class over time and may cost you more than paying other types of fees.

What are the Differences in the Funds’ Additional Investments, Investment Techniques and Risks?

The Target Fund has the following investments, investment techniques and risks that are not shared with the Acquiring Fund: Financial Services Industry Risk, Concentration Risk, Commodity-Linked Derivatives, REIT and Real Estate Risk, Small-Cap and Mid-Cap Risk, which are detailed below. The financial services industry risk and concentration risk relate to the Target Fund’s policy to concentrate in the financial services industry, as previously described, which the Acquiring Fund does not have a similar policy. The Target Fund also had a policy to invest in companies of any size and therefore was exposed to small-cap and mid-cap risk. The Target Fund could invest in real estate related securities, including REITs, and is subject to risks related to those investments. While the Target Fund could invest in commodity-linked derivatives, it did not generally invest in these types of securities.

Financial Services Industry Risk — The Financial Services Fund is subject to the risk of concentrating investments in financial services companies, which makes it more susceptible to factors adversely affecting issuers within that industry than would a fund investing in a more diversified portfolio of securities. Economic downturns, credit losses and severe price competition can negatively affect this industry. The profitability of financial services companies is dependent on the availability and cost of capital and can fluctuate significantly when interest rates change. Financial services companies are also subject to extensive government regulation. The impact of recent legislation on any individual company or on the industry as a whole cannot be predicted.

Concentration Risk — Some of the Funds are concentrated, which means they invest 25% or more of their total assets in a group of companies in one or more industry groups. To the extent that a Fund concentrates its securities in one or more sectors or industries, the Fund may be especially susceptible to factors affecting those industries, including:

· government regulation;

· economic cycles;

· rapid change in products or services; or

· competitive pressures.

Small-Cap and Mid-Cap Risk — In general, stocks of small-cap and mid-cap companies trade in lower volumes and are subject to greater or more unpredictable price changes than larger cap securities or the market overall. Small-cap companies may have limited product lines or markets, be less financially secure than larger companies, or depend on a small number of key personnel. If adverse developments occur, such as due to management changes or product failure, a Fund’s investment in a small-cap company may lose substantial value.

Investing in small-cap companies requires a longer term investment view and may not be appropriate for all investors.

Commodity-Linked Derivatives — Commodity-linked derivatives allow investors exposure to the investment returns of real assets that trade in the commodities markets without investing directly in physical commodities. Real assets, as opposed to stocks or bonds, are assets that have tangible properties, such as oil, livestock and agricultural or metal products. The value of a commodity-linked derivative is typically based upon the price movements of its linked commodities, a commodity index, or some other readily measurable economic variable dependent upon changes in the value of commodities or the commodities markets.

REIT and Real Estate Risk — Investment in REITs and real estate involves the risks that are associated with direct ownership of real estate and with the real estate industry in general. These risks include possible declines in the value of real estate, possible lack of availability of mortgage funds and unexpected vacancies of properties. REITs that invest in real estate mortgages are also subject to prepayment risk. To the extent a Fund invests in REITs, the Fund may be subject to these risks.

The following investments, investment techniques and risks are the same for the Target Fund and the Acquiring Fund.

Convertible Securities — Convertible securities are generally debt securities or preferred stocks that may be converted into common stock. Convertibles typically pay current income as either interest (debt security convertibles) or dividends (preferred stocks). A convertible’s value usually reflects both the stream of current income payments and the value of the underlying common stock. The market value of a convertible performs like that of a regular debt security, that is, if market interest rates rise, the value of a convertible usually falls. Since it is convertible into common stock, the convertible also has the same types of market and issuer risk as the underlying common stock.

Depositary Receipts — The Funds may invest in securities of foreign issuers in the form of depositary receipts, such as American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”), which typically are issued by local financial institutions and evidence ownership of the underlying securities. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

Depositary receipts may or may not be jointly sponsored by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Certain depositary receipts are not listed on an exchange and therefore may be considered to be illiquid securities.

Derivatives — The Funds may invest in financial derivative instruments and/or utilize techniques and instruments for hedging and/or investment purposes, efficient portfolio management and/or to manage foreign exchange risks. In general these financial instruments include, but are not limited to, futures, options, swaps, forward foreign currency contracts and credit linked notes. The Funds may enter into transactions which include, but are not limited to, interest rate, equity, index and government bond futures; purchasing and writing call and put options on securities, securities indices, government bond futures and interest rate futures; and entering into credit and credit-default, interest rate and inflation swaps.

Derivatives may be used for a wide variety of purposes, including, but not limited to, the following:

(i) to manage a Fund’s interest rate, credit and currency exposure;

(ii) as a substitute for taking a position in the underlying asset (where a Fund’s Adviser or Subadviser, as the case may be, believes that a derivative exposure to the underlying asset represents better value than a direct exposure);

(iii) to gain an exposure to the composition and performance of a particular index; and

(iv) to take short positions via derivatives in securities, interest rates, credits, currencies and markets.

In addition to the use of financial derivatives instruments, the Funds may also employ other techniques for efficient portfolio management, such as reverse repurchase transactions.

Without limiting the generality of the foregoing, a Fund’s Adviser or Subadviser may alter the currency exposure of the Fund, solely through the use of derivative contracts (without buying or selling underlying transferable securities or currencies). The base currency of each Fund is US Dollars. Performance may be strongly influenced by movements in currency rates because a Fund may have exposure to a particular currency that is different from the value of the securities denominated in that currency held by the Fund. Furthermore, a Fund’s portfolio may be fully or partially hedged back to the base currency if, in the opinion of the Fund’s adviser or sub-adviser, this is believed to be appropriate.

Emerging Markets Risk — The risks of investing in foreign securities are increased in connection with investments in emerging markets. Emerging markets are countries generally considered to be relatively less developed or industrialized. Emerging markets often face economic problems that could subject a Fund to increased volatility or substantial declines in value. Deficiencies in regulatory oversight, market infrastructure, shareholder protections and company laws could expose a Fund to risks beyond those generally encountered in developed countries. In addition, profound social changes and business practices that depart from norms in developed countries’ economies have hindered the orderly growth of emerging economies and their markets in the past and have caused instability. High levels of debt tend to make emerging economies heavily reliant on foreign capital and vulnerable to capital flight. Countries in emerging markets are also more likely to experience high levels of inflation, deflation or currency devaluation, which could also hurt their economies and securities markets. For these and other reasons, investments in emerging markets are often considered speculative.

Equity Interests in Foreign Investment Funds or Trusts — In some countries, it is common practice for U.S. mutual funds to gain market exposure by purchasing shares of investment companies that in turn invest in the securities of these countries.

Event Risk — Event risk is the risk that a corporate event such as a restructuring, merger, leveraged buyout, takeover, or similar action may cause a decline in market value or credit quality of the issuer’s stocks or bonds due to factors including an unfavorable market response or a resulting increase in the issuer’s debt. Added debt may significantly reduce the credit quality and market value of an issuer’s bonds.

Foreign Securities Risk — Foreign securities may be more volatile, harder to price and less liquid than U.S. securities. Foreign investments involve some of the following risks as well:

· political and economic instability;

· the impact of currency exchange rate fluctuations;

· reduced information about issuers;

· higher transaction costs;

· less stringent regulatory and accounting standards; and

· delayed settlement.

Additional risks include the possibility that a foreign jurisdiction might impose or increase withholding taxes on income payable with respect to foreign securities; the possible seizure, nationalization or expropriation of the issuer or foreign deposits (in which a Fund could lose its entire investment in a certain market); and the possible adoption of foreign governmental restrictions such as exchange controls.

Market Risk — Deteriorating market conditions might cause a general weakness in the market that reduces the prices of securities in that market. Developments in a particular class of bonds or the stock market could also adversely affect a Fund by reducing the relative attractiveness of bonds or stocks as an investment. Also, to the extent that a Fund emphasizes bonds or stocks from any given industry, it could be hurt if that industry does not do well. Additionally, a Fund could lose value if the individual stocks in which it maintains long positions and/or the overall stock markets on which the stocks trade decline in price. In addition, a Fund that engages in short sales could lose value if the individual stocks which they sell short increase in price. Stocks and stock markets may experience short-term volatility (price fluctuation) as well as extended periods of price decline or increase. Individual stocks are affected by many factors, including:

· corporate earnings;

· production;

· management;

· sales; and

· market trends, including investor demand for a particular type of stock, such as growth or value stocks, small or large stocks, or stocks within a particular industry.

Stock markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, national and world social and political events, and the fluctuation of other stock markets around the world.

Preferred Stock — The Funds may invest in preferred stock. Preferred stock is a class of stock that often pays dividends at a specified rate and has preference over common stock in dividend payments and liquidation of assets. Preferred stock may be convertible into common stock.

Recent Market Events Risk — The equity and debt capital markets in the United States and internationally recently experienced financial crisis that has caused a significant decline in the value and liquidity of many securities. In response to the crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks took steps to support financial markets. The withdrawal of this support could also negatively affect the value and liquidity of certain securities. This environment could make identifying investment risks and opportunities especially difficult for the Adviser.

Repurchase Agreements — The Funds may invest in repurchase agreements. When entering into a repurchase agreement, a Fund essentially makes a short-term loan to a qualified bank or broker-dealer. A Fund buys securities that the seller has agreed to buy back at a specified time and at a set price that includes interest. There is a risk that the seller will be unable to buy back the securities at the time required and a Fund could experience delays in recovering amounts owed to it.

Restricted and Other Illiquid Securities — The Funds may invest in restricted and other illiquid securities. These securities generally have restrictions on trading or may not be actively traded. Restricted and illiquid securities may include private placements.

Selection Risk — The investment team may select securities that underperform the relevant market or other funds with similar investment objectives and strategies.

Temporary Investments — If a Fund’s management believes that business, economic, political or financial conditions warrant, a Fund may invest without limit in cash or money market cash equivalents, including:

· short-term U.S. government securities;

· certificates of deposit, bankers’ acceptances, and interest-bearing savings deposits of commercial banks;

· prime quality commercial paper;

· repurchase agreements covering any of the securities in which the Fund may invest directly;

· shares of money market funds; and

· shares of other investment companies that invest in securities in which the Fund may invest, to the extent permitted by applicable law.

The use of temporary investments prevents a Fund from fully pursuing its investment objective, and the Fund may miss potential market upswings.

Warrants — The Funds may invest in warrants. Warrants are securities that give the holder the right to buy common stock at a specified price for a specified period of time. Warrants are considered speculative and have no value if they are not exercised before their expiration date.

How do the Funds’ Dividends and Distributions, Purchase, Redemption and Exchange Policies Differ?

The Target Fund and Acquiring Fund have the same dividends and distributions policies, as well as the same purchase, redemption and exchange policies, which are detailed below.

Income and Capital Gain Distributions

Each Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code. As a regulated investment company, a Fund generally pays no federal income tax on the income and capital gains it distributes to you. Each Fund expects to declare and distribute its net investment income, if any, to shareholders as dividends quarterly. Capital gains, if any, may be distributed at least annually. A Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on a Fund. All income and capital gain distributions are automatically reinvested in shares of the applicable Fund. You may request in writing a payment in cash if the distribution is in excess of $5.

If you choose to have dividends or capital gain distributions, or both, mailed to you and the distribution check is returned as undeliverable or is not presented for payment within six months, the Trust reserves the right to reinvest the check proceeds and future distributions in shares of the particular Fund at the Fund’s then-current NAV until you give the Trust different instructions.

Purchasing Fund Shares

A Note About Share Classes

Each Fund offers five share classes — Class A, Class C, Class R, Institutional Service Class and Institutional Class.

An investment in any share class of a Fund represents an investment in the same assets of the Fund. However, the fees, sales charges and expenses for each share class are different. The different share classes simply let you choose the cost structure that is right for you. The fees and expenses for the Fund are set forth in the Fund Summary.

Choosing a Share Class

When selecting a share class, you should consider the following:

· which share classes are available to you;

· how long you expect to own your shares;

· how much you intend to invest;

· total costs and expenses associated with a particular share class; and

· whether you qualify for any reduction or waiver of sales charges.

Your financial advisor can help you to decide which share class is best suited to your needs.

In addition to Class A and Class C shares, each Fund also offers Class R, Institutional Service Class and Institutional Class shares, which are only available to institutional accounts. Class R, Institutional Service Class and Institutional Class shares are subject to different fees and expenses, have different minimum investment requirements, and are entitled to different services. For eligible investors, Class R, Institutional Service Class and Institutional Class shares may be more suitable than Class A or Class C shares.

Before you invest, compare the features of each share class, so that you can choose the class that is right for you. We describe each share class in detail on the following pages. Your financial advisor can help you with this decision. When you buy shares, be sure to specify the class of shares. If you do not choose a share class, your investment will be made in Class A shares. If you are not eligible for the class you have selected, your investment may be refused. However, we recommend that you discuss your investment with a financial advisor before you make a purchase to be sure that the Fund and the share class are appropriate for you. In addition, consider the Fund’s investment objectives, principal investment strategies and principal risks to determine which Fund and share class is most appropriate for your situation.

The table below provides a comparison of Class A and Class C shares.

Class A Shares

Front-end sales charge up to 5.75%		The offering price of the shares includes a front-end sales charge which means that a portion of your initial investment goes toward the sales charge and is not invested.

Contingent deferred sales charge (CDSC) (1)		Reduction and waivers of sales charges may be available.

Annual service and/or 12b- 1 fee of 0.25%		Total annual operating expenses are lower than Class C expenses, which means higher dividends and/or NAV per share.

Administrative services fee of up to 0.25%		No conversion feature. No maximum investment amount.

Class C Shares

CDSC of 1.00%		No front-end sales charge means your full investment immediately goes toward buying shares. No reduction of CDSC, but waivers may be available. The CDSC declines to zero after one year.

Annual service and/or 12b- 1 fee of 1.00%		Total annual operating expenses are higher than Class A expenses which means lower dividends and/or NAV per share.

No administrative services fee		No conversion feature. Maximum investment amount of $1,000,000(2). Larger investments may be rejected.

(1) Unless you are otherwise eligible to purchase Class A shares without a sales charge, a CDSC of up to 1.00% will be charged on Class A shares redeemed within 18 months of purchase if you paid no sales charge on the original purchase and a finder’s fee was paid.

(2) This limit was calculated based on a one-year holding period.

Class A Shares

Class A shares may be most appropriate for investors who want lower fund expenses or those who qualify for reduced front-end sales charges or a waiver of sales charges.

Front-End Sales Charges For Class A Shares

	Sales Charge as a Percentage of				Dealer Commission
			Net Amount Invested		as Percentage of
Amount of Purchase	Offering Price		(Approximately)		Offering Price

Less than $50,000	5.75	%	6.10	%	5.00	%
$50,000 up to $100,000	4.75		4.99		4.00
$100,000 up to $250,000	3.50		3.63		3.00
$250,000 up to $500,000	2.50		2.56		2.00
$500,000 up to $1 million	2.00		2.04		1.75
$1 million or more	None		None		None	*

* Dealer may be eligible for a finder’s fee as described in “Purchasing Class A Shares without a Sales Charge” below.

Reduction and Waiver of Class A Sales Charges

If you qualify for a reduction or waiver of Class A sales charges, you must notify Customer Service, your financial advisor or other intermediary at the time of purchase and must also provide any required evidence showing that you qualify. The value of cumulative quantity discount eligible shares equals the cost or current value of those shares, whichever is higher. The current value of shares is determined by multiplying the number of shares by their current NAV. In order to obtain a sales charge reduction, you may need to provide your financial intermediary or the Fund’s transfer agent, at the time of purchase, with information regarding shares of the Funds held in other accounts which may be eligible for aggregation. Such information may include account statements or other records regarding shares of the Funds held in (i) all accounts (e.g., retirement accounts) with the Funds and your financial intermediary; (ii) accounts with other financial intermediaries; and (iii) accounts in the name of immediate family household members (spouse and children under 21). You should retain any records necessary to substantiate historical costs because the Fund, its transfer agent, and financial intermediaries may not maintain this information. Otherwise, you may not receive the reduction or waiver. Information regarding breakpoints is available free of charge by visiting www.aberdeen-asset.us.

Reduction of Class A Sales Charges

Investors may be able to reduce or eliminate front-end sales charges on Class A shares through one or more of these methods:

· A Larger Investment. The sales charge decreases as the amount of your investment increases.

· Rights of Accumulation. To qualify for the reduced Class A sales charge that would apply to a larger purchase than you are currently making (as shown in the tables above), you and other family members living at the same address can add the value of any Class A, Class C or Class D shares in all Aberdeen Funds that you currently own or are currently purchasing to the value of your Class A purchase.

· Share Repurchase Privilege. If you redeem Fund shares from your account, you qualify for a one-time reinvestment privilege. You may reinvest some or all of the proceeds in shares of the same class without paying an additional sales charge within 30 days of redeeming shares on which you previously paid a sales charge. (Reinvestment does not affect the amount of any capital gains tax due. However, if you realize a loss on your redemption and then reinvest all or some of the proceeds, all or a portion of that loss may not be tax deductible.)

· Letter of Intent Discount. If you declare in writing that you or a group of family members living at the same address intend to purchase at least $50,000 in Class A shares during a 13-month period, your sales charge is based on the total amount you intend to invest. You can also combine your holdings of Class A, Class C and Class D shares to fulfill your Letter of Intent. You are not legally required to complete the purchases indicated in your Letter of Intent. However, if you do not fulfill your Letter of Intent, additional sales charges may be due and shares in your account would be liquidated to cover those sales charges.

Waiver of Class A Sales Charges

Front-end sales charges on Class A shares are waived for the following purchasers:

· investors purchasing shares through an unaffiliated brokerage firm that has an agreement with the Fund or the Funds’ distributor to waive sales charges;

· directors, officers, full-time employees, sales representatives and their employees and investment advisory clients of a broker-dealer that has a dealer/ selling agreement with the Funds’ distributor;

· any investor who pays for shares with proceeds from sales of Class D shares of the Aberdeen Tax-Free Income Fund if the Aberdeen Fund being purchased does not offer Class D Shares and Class A Shares are purchased instead;

· retirement plans;

· investment advisory clients of the Adviser’s affiliates;

· Aberdeen Funds will agree to exercise its discretion, as permitted in the Funds’ prospectuses, to waive redemption fees for Fee Based Discretionary platforms and certain Non-Discretionary platforms which have entered into agreements with the Funds; and

· directors, officers, full-time employees (and their spouses, children or immediate relatives) of companies that may be affiliated with the Adviser from time to time.

The SAI lists other investors eligible for sales charge waivers.

Purchasing Class A Shares Without a Sales Charge

Purchases of $1 million or more of Class A shares have no front-end sales charge. You can purchase $1 million or more in Class A shares in one or more of the funds offered by the Trust (including the Funds in this prospectus) at one time. Or, you can utilize the Rights of Accumulation Discount and Letter of Intent Discount as described above. However, a contingent deferred sales charge (CDSC) may apply when you redeem your shares in certain circumstances.

A CDSC of up to 1.00% applies to purchases of $1 million or more of Class A Shares if a “finder’s fee” is paid by the Funds’ distributor or Adviser to your financial advisor or intermediary and you redeem your shares within 18 months of purchase. The CDSC covers the finder’s fee paid to the selling dealer.

The CDSC does not apply:

· if you are eligible to purchase Class A shares without a sales charge for another reason; or

· if no finder’s fee was paid; or

· to shares acquired through reinvestment of dividends or capital gains distributions.

Contingent Deferred Sales Charge on Certain Redemptions of Class A Shares

Amount of Purchase	Amount of CDSC
$1 Million up to $4 Million	1.00	%
$4 Million up to $25 Million	0.50	%
$25 Million or More	0.25	%

A shareholder may be subject to a CDSC if he or she did not pay an up front sales charge and redeems Class A shares within 18 months of the date of purchase. Any CDSC is based on the original purchase price or the current market value of the shares being redeemed, whichever is less. If you redeem a portion of your shares, shares that are not subject to a CDSC are redeemed first, followed by shares that you have owned the longest. This minimizes the CDSC you pay. Please see “Waiver of Contingent Deferred Sales Charges-Class A and Class C Shares” for a list of situations where a CDSC is not charged. The CDSC of Class A shares for the Funds in this prospectus are described above; however, the CDSC for Class A shares of other Aberdeen Funds may be different and are described in their respective prospectuses. If you purchase more than one Aberdeen Fund and subsequently redeem those shares, the amount of the CDSC is based on the specific combination of Aberdeen Funds purchased and is proportional to the amount you redeem from each Aberdeen Fund.

Waiver of Contingent Deferred Sales Charges — Class A and Class C Shares

The CDSC is waived on:

· the redemption of Class A or Class C shares purchased through reinvested dividends or distributions;

· Class A or Class C shares sold following the death or disability of a shareholder, provided the redemption occurs within one year of the shareholder’s death or disability;

· mandatory withdrawals of Class A or Class C shares from traditional IRA accounts after age 70½ and for other required distributions from retirement accounts; and

· redemptions of Class C shares from retirement plans offered by retirement plan administrators that maintain an agreement with the Funds, the Funds’ Adviser or the Funds’ distributor.

If a CDSC is charged when you redeem your Class C shares, and you then reinvest the proceeds in Class C shares within 30 days, shares equal to the amount of the CDSC are re-deposited into your new account.

If you qualify for a waiver of a CDSC, you must notify Customer Service, your financial advisor or intermediary at the time of purchase and must also provide any required evidence showing that you qualify. Your financial intermediary may not have the capability to waive such sales charges. For more complete information, see the SAI.

Class C Shares

Class C shares may be appropriate if you are uncertain how long you will hold your shares. If you redeem your Class C shares within the first year after you purchase them you must pay a CDSC of 1%.

For Class C shares, the CDSC is based on the original purchase price or the current market value of the shares being redeemed, whichever is less. If you redeem a portion of your shares, shares that are not subject to a CDSC are redeemed first, followed by shares that you have owned the longest. This minimizes the CDSC that you pay. See “Waiver of Contingent Deferred Sales Charges-Class A and Class C Shares” for a list of situations where a CDSC is not charged.

The Fund’s distributor or Adviser may compensate broker-dealers and financial intermediaries for sales of Class C shares from its own resources at the rate of 1.00% of sales of Class C shares of the Funds.

Share Classes Available Only to Institutional Accounts

The Funds offer Institutional Service Class, Institutional Class and Class R shares. Only certain types of entities and selected individuals are eligible to purchase shares of these classes.

If an institution or retirement plan has hired an intermediary and is eligible to invest in more than one class of shares, the intermediary can help determine which share class is appropriate for that retirement plan or other institutional account. Plan fiduciaries should consider their obligations under ERISA when determining which class is appropriate for the retirement plan.

Other fiduciaries should also consider their obligations in determining the appropriate share class for a customer including:

· the level of distribution and administrative services the plan requires;

· the total expenses of the share class; and

· the appropriate level and type of fee to compensate the intermediary. An intermediary may receive different compensation depending on which class is chosen.

Class R Shares

Class R shares are available to retirement plans including:

· 401(k) plans;

· 457 plans;

· 403(b) plans;

· profit sharing and money purchase pension plans;

· defined benefit plans;

· non-qualified deferred compensation plans; and

· other retirement accounts in which the retirement plan or the retirement plan’s financial services firm has an agreement with the Fund, the Funds’ Adviser or the Funds’ distributor to use Class R shares.

The above-referenced plans are generally small and mid-sized retirement plans that have at least $1 million in assets and shares held through omnibus accounts that are represented by an intermediary such as a broker, third-party administrator, registered investment adviser or other plan service provider.

Class R shares are not available to:

· institutional non-retirement accounts;

· traditional and Roth IRAs;

· Coverdell Education Savings Accounts;

· SEPs and SAR-SEPs;

· SIMPLE IRAs;

· one-person Keogh plans;

· individual 403(b) plans; or

· 529 Plan accounts.

Institutional Service Class Shares

Institutional Service Class shares are available for purchase only by the following:

· retirement plans advised by financial professionals who are not associated with brokers or dealers primarily engaged in the retail securities business and rollover individual retirement accounts from such plans;

· retirement plans for which third-party administrators provide recordkeeping services and are compensated by the Funds for these services;

· a bank, trust company or similar financial institution investing for its own account or for trust accounts for which it has authority to make investment decisions as long as the accounts are part of a program that collects an administrative services fee;

· registered investment advisers investing on behalf of institutions and high net worth individuals. This may also include registered investment advisers as well as financial intermediaries with clients enrolled in certain fee-based/advisory platforms where compensation for advisory services is derived exclusively from clients; or

· life insurance separate accounts using the investment to fund benefits for variable annuity contracts issued to governmental entities as an investment option for 457 or 401(k) plans.

Institutional Class Shares

Institutional Class shares are available for purchase only by the following:

· funds of funds offered by affiliates of the Funds;

· retirement plans for which no third-party administrator receives compensation from the Funds;

· institutional advisory accounts of the Adviser’s affiliates, those accounts which have client relationships with an affiliate of the Adviser, its affiliates and their corporate sponsors, subsidiaries; and related retirement plans;

· rollover individual retirement accounts from such institutional advisory accounts;

· a bank, trust company or similar financial institution investing for its own account or for trust accounts for which it has authority to make investment decisions as long as the accounts are not part of a program that requires payment of Rule 12b-1 or administrative service fees to the financial institution;

· registered investment advisers investing on behalf of institutions and high net-worth individuals. This may also include registered investment advisers as well as financial intermediaries with clients enrolled in certain fee-based/advisory platforms where compensation for advisory services is derived exclusively from clients;

· where the advisers derive compensation for advisory services exclusively from clients; or

· high net-worth individuals who invest directly without using the services of a broker, investment adviser or other financial intermediary.

Redemption Fee

The Funds impose a 2.00% redemption fee (short-term trading fee) for any shares redeemed or exchanged (from certain accounts) within 90 days after the date they were acquired in order to discourage excessive trading. The Fund shares issued in connection with the Reorganization will not be subject to the redemption fee; however, any Fund shares purchased after the Reorganization would be subject to the redemption fee.

If you redeem or exchange your shares in such an account within the designated holding period listed in the chart on the following page, the redemption fee is paid directly to the Fund from which the shares are being redeemed and is designed to offset brokerage commissions, market impact and other costs associated with short-term trading of Fund shares. For purposes of determining whether a redemption fee applies to an affected account, shares that were held the longest are redeemed first. If you exchange assets into a Fund with a redemption/exchange fee, a new period begins at the time of the exchange.

Redemption and exchange fees do not apply to:

· shares redeemed or exchanged under regularly scheduled withdrawal plans;

· shares purchased through reinvested dividends or capital gains;

· shares redeemed following the death or disability of a shareholder. The disability, determination of disability, and subsequent redemption must have occurred during the period the fee applied;

· shares redeemed in connection with mandatory withdrawals from traditional IRAs after age 70½ and other required distributions from retirement accounts;

· shares redeemed or exchanged from retirement accounts within 30 calendar days of an automatic payroll deduction; or

· shares redeemed or exchanged by any “fund of funds” that is affiliated with a Fund.

With respect to shares redeemed or exchanged following the death or disability of a shareholder, mandatory retirement plan distributions or redemption within 30 calendar days of an automatic payroll deduction, you must inform Customer Service or your intermediary that the fee does not apply. You may be required to show evidence that you qualify for the waiver. Redemption and exchange fees will be assessed unless or until the Funds are notified that the redemption fee has been waived.

Only certain intermediaries have agreed to collect the exchange and redemption fees from their customer accounts. In addition, the fees do not apply to certain types of accounts held through intermediaries, including certain:

· broker wrap fee and other fee-based programs;

· qualified retirement plan accounts;

· omnibus accounts where there is no capability to impose an exchange fee on underlying customers’ accounts;

· intermediaries that do not or cannot report sufficient information to impose an exchange fee on their customer accounts; and

· certain discretionary and non-discretionary investment platforms as determined by the Fund.

To the extent that exchange and redemption fees cannot be collected on particular transactions and excessive trading occurs, the remaining Fund shareholders bear the expense of such frequent trading.

A Fund reserves the right to waive the redemption fee in its discretion where it believes such waiver is in the best interests of the Fund.

Purchases, Redemptions and Exchanges of Shares

The purchase, redemption and exchange procedures employed by the Target Fund and the Acquiring Fund are identical. Each Fund’s minimum investment requirements are detailed in the tables below. The investment minimums in the table will not apply to shares received in connection with the Reorganization.

CLASS A AND CLASS C SHARES

To open an account		$1,000 (per Fund)

To open an IRA account		$1,000 (per Fund)

Additional investments		$50 (per Fund)

To start an Automatic Asset Accumulation Plan		$1,000 (per Fund)

Additional Investments
(Automatic Asset Accumulation Plan)		$50

CLASS R SHARES

To open an account

No Minimum

Additional investments

No Minimum

INSTITUTIONAL CLASS SHARES

To open an account		$1,000,000 (per Fund)

Additional investments		No Minimum

INSTITUTIONAL SERVICE CLASS SHARES

To open an account		$1,000,000 (per Fund)

Additional investments		No Minimum

Minimum investment requirements do not apply to purchases by employees of the Adviser or its affiliates (or their spouses, children or immediate relatives), or to certain retirement plans, fee-based programs or omnibus accounts. Certain endowments, non-profits, and charitable organizations may also be eligible for waiver of minimum investment requirements. If you purchase shares through an intermediary, different minimum account requirements may apply. The Trust reserves the right to waive the investment minimums under certain circumstances.

Fund shares may be redeemed on each day that the New York Stock Exchange is open. Fund shares may be sold by mail or fax, by telephone or on-line. If you hold shares through an authorized intermediary, you may redeem such shares through the intermediary.

Buying Shares: Fund Transactions — Class A and Class C Shares

All transaction orders must be received by the Funds’ transfer agent in Columbus, Ohio or an authorized intermediary prior to the calculation of each Fund’s NAV to receive that day’s NAV. The Fund has the right to close your account after a period of inactivity, as determined by state law, and transfer your shares to the appropriate state.

How to Buy Shares		*How to Exchange or Sell Shares
Be sure to specify the class of shares you wish to purchase. Each Fund may reject any order to buy shares and may suspend the offering of shares at any time.		* Exchange privileges may be amended or discontinued upon 60 days written notice to shareholders. ** A medallion signature guarantee may be required. See “Medallion Signature Guarantee” below.

Through an authorized intermediary. The Funds or the Funds’ distributor have relationships with certain brokers and other financial intermediaries who are authorized to accept purchase, exchange and redemption orders for the Funds. Your transaction is processed at the NAV next calculated after the Funds’ transfer agent or an authorized intermediary receives your order in proper form.		Through an authorized intermediary. The Funds or the Funds’ distributor have relationships with certain brokers and other financial intermediaries who are authorized to accept purchase, exchange and redemption orders for the Funds. Your transaction is processed at the NAV next calculated after the Funds’ transfer agent or an authorized intermediary receives your order in proper form.

By mail. Complete an application and send with a check made payable to: Aberdeen Funds. Payment must be made in U.S. dollars and drawn on a U.S. bank. The Funds do not accept cash, starter checks, third-party checks, travelers’ checks, credit card checks or money		By mail or fax. You may request an exchange or redemption by mailing or faxing a letter to Aberdeen Funds. The letter must include your account number(s) and the name(s) of the Fund(s) you wish to exchange from and to. The letter must be signed by all account owners. We reserve the right to request original documents for any faxed requests.

orders.

By telephone. You will have automatic telephone privileges unless you decline this option on your application. The Funds follow procedures to confirm that telephone instructions are genuine and will not be liable for any loss, injury, damage or expense that results from executing such instructions. The Funds may revoke telephone privileges at any time, without notice to shareholders.		By telephone. You will have automatic telephone privileges unless you decline this option on your application. The Funds follow procedures to confirm that telephone instructions are genuine and will not be liable for any loss, injury, damage or expense that results from executing such instructions. The Funds may revoke telephone privileges at any time, without notice to shareholders. For redemptions, shareholders who own shares in an IRA account should call 866-667-9231. It may be difficult to make telephone transactions in times of unusual economic or market conditions.

		Additional information for selling shares. A check made payable to the shareholder(s) of record will be mailed to the address of record. The Funds may record telephone instructions to redeem shares, and may request redemption instructions in writing, signed by all shareholders on the account.

On-line. Transactions may be made through the Aberdeen Funds’ website at www.aberdeen-asset.us. However, the Funds may discontinue on-line transactions of Fund shares at any time.		On-line. Transactions may be made through the Aberdeen Funds’ website at www.aberdeen-asset.us. However, the Funds may discontinue on-line transactions of Fund shares at any time.

By bank wire. You may have your bank transmit funds by federal funds wire to the Funds’ custodian bank. The authorization will be in effect unless you give the Funds written notice of its termination. · if you choose this method to open a new account, you must call our toll-free number before you wire your investment and arrange to fax your completed application. · your bank may charge a fee to wire funds. · the wire must be received by 4:00 p.m. in order to receive the current day’s NAV.		By bank wire. The Funds can wire the proceeds of your redemption directly to your account at a commercial bank. A voided check must be attached to your application. The authorization will be in effect unless you give the Funds written notice of its termination. · your proceeds typically will be wired to your bank on the next business day after your order has been processed. · Aberdeen Funds deducts a $20 service fee from the redemption proceeds for this service. · your financial institution may also charge a fee for receiving the wire. · funds sent outside the U.S. may be subject to higher fees.

		Bank wire is not an option for exchanges.

By Automated Clearing House (ACH). You can fund your Aberdeen Funds’ account with proceeds from your bank via ACH on the second business day after your purchase order has been processed. A voided check must be attached to your application. Money sent through ACH typically reaches Aberdeen Funds from your bank		By Automated Clearing House (ACH). Your redemption proceeds can be sent to your bank via ACH on the second business day after your order has been processed. A voided check must be attached to your application. Money sent through ACH should reach your bank in two business days. There is no fee for this

in two business days. There is no fee for this service. The authorization will be in effect unless you give the Funds written notice of its termination.		service. The authorization will be in effect unless you give the Funds written notice of its termination. ACH is not an option for exchanges.

Retirement plan participants should contact their retirement plan administrator regarding transactions. Retirement plans or their administrators wishing to conduct transactions should call our toll-free number 866-667-9231. Eligible entities or individuals wishing to conduct transactions in Institutional Service Class or Institutional Class shares should call our toll-free number 866-667-9231.		Retirement plan participants should contact their retirement plan administrator regarding transactions. Retirement plans or their administrators wishing to conduct transactions should call our toll-free number 866-667-9231. Eligible entities or individuals wishing to conduct transactions in Institutional Service Class or Institutional Class shares should call our toll-free number 866-667-9231.

Fair Value Pricing

The Board has adopted Valuation Procedures governing the method by which individual portfolio securities held by the Funds and affiliated Underlying Funds are valued in order to determine each Fund’s and affiliated Underlying Fund’s NAV. The Valuation Procedures provide that each Fund’s and affiliated Underlying Fund’s assets are valued primarily on the basis of market quotations. Where such market quotations are either unavailable or are deemed by the Adviser to be unreliable, a Pricing Committee, consisting of officers of the Trust and employees of the Adviser, meets to determine a manual “fair valuation” in accordance with the Valuation Procedures. In addition, the Pricing Committee will “fair value” securities whose value is affected by a “significant event.” Pursuant to the Valuation Procedures, any “fair valuation” decisions are subject to the review of the Valuation Committee of the Board of Trustees.

A “significant event” is an event that materially affects the value of a domestic or foreign security that occurs after the close of the principal market on which such security trades but before the calculation of a Fund’s or affiliated Underlying Fund’s NAV. Significant events that could affect individual portfolio securities may include corporate actions such as reorganizations, mergers and buy-outs, corporate announcements on earnings, significant litigation, regulatory news such as government approvals and news relating to natural disasters affecting the issuer’s operations. Significant events that could affect a large number of securities in a particular market may include significant market fluctuations, market disruptions or market closings, governmental actions or other developments, or natural disasters or armed conflicts that affect a country or region.

Due to the time differences between the closings of the relevant foreign securities exchanges and the time that a Fund’s or affiliated Underlying Fund’s NAV is calculated, a Fund or an affiliated Underlying Fund may fair value its foreign investments more frequently than it does other securities. When fair value prices are utilized, these prices will attempt to reflect the impact of the financial markets’ perceptions and trading activities on a Fund’s or an affiliated Underlying Fund foreign investments since the last closing prices of the foreign investments were calculated on their primary foreign securities markets or exchanges. Fair value pricing of foreign securities may occur on a daily basis, for instance, using data furnished by an independent pricing service that draws upon, among other information, the market values of foreign investments. Therefore, the fair values assigned to a Fund’s or an affiliated Underlying Fund foreign investments may not be the quoted or published prices of the investments on their primary markets or exchanges.

By fair valuing a security whose price may have been affected by significant events or by news after the last market pricing of the security, each Fund and affiliated Underlying Fund attempts to establish a price that it might reasonably expect to receive upon the current sale of that security. These procedures are intended to help ensure that the prices at which a Fund’s or an affiliated Underlying Fund’s shares are purchased and redeemed are fair, and do not result in dilution of shareholder interests or other harm to shareholders.

A Fund’s investments in other registered open-end investment companies (if any) are valued based on the

NAV of those investment companies. The affiliated Underlying Funds use fair value pricing as discussed above and the unaffiliated Underlying Funds use fair value pricing as described in their prospectuses.

In-Kind Purchases

Each Fund may accept payment for shares in the form of securities that are permissible investments for the Fund.

Customer Identification Information

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

As a result, unless such information is collected by the broker-dealer or other financial intermediary pursuant to an agreement, the Funds must obtain the following information for each person that opens a new account:

· name;

· date of birth (for individuals);

· residential or business street address (although post office boxes are still permitted for mailing); and

· Social Security number, taxpayer identification number, or other identifying number.

You may also be asked for a copy of your driver’s license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Funds and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Funds may restrict your ability to purchase additional shares until your identity is verified. The Funds may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

Accounts with Low Balances

Maintaining small accounts is costly for the Funds and may have a negative effect on performance. Shareholders are encouraged to keep their accounts above each Fund’s minimum.

· If the value of your account falls below $1,000, you are generally subject to a $5 quarterly fee. Shares from your account are redeemed each quarter to cover the fee, which is returned to the Fund to offset small account expenses. Under some circumstances, each Fund may waive the quarterly fee.

· Each Fund reserves the right to redeem your remaining shares and close your account if a redemption of shares brings the value of your account below $1,000. In such cases, you will be notified and given 60 days to purchase additional shares before the account is closed.

Exchanging Shares

You may exchange your Fund shares for shares of any Aberdeen Fund that is currently accepting new investments as long as:

· both accounts have the same registration;

· your first purchase in the new fund meets its minimum investment requirement; and

· you purchase the same class of shares. For example, you may exchange between Class A shares of any Aberdeen Fund, but may not exchange between Class A shares and Class C shares. Class D shares cannot be exchanged because the shares are only offered by the Tax-Free Income Fund.

The exchange privileges may be amended or discontinued upon 60 days’ written notice to shareholders.

Generally, there are no sales charges for exchanges of Class C, Class R, Institutional Class or Institutional Service Class shares. However,

· if you exchange from Class A shares of a Fund with a lower sales charge to a fund with a higher sales charge, you may have to pay the difference in the two sales charges.

· if you exchange Class A shares that are subject to a CDSC, and then redeem those shares within 18 months of the original purchase, the CDSC applicable to the original purchase is charged.

For purposes of calculating a CDSC, the length of ownership is measured from the date of original purchase and is not affected by any permitted exchange.

You should obtain and carefully read the prospectus of the Aberdeen Fund you are acquiring before making an exchange.

Moving Share Classes in the Same Fund

A financial intermediary may exchange shares in one class held on behalf of its customers for another class of the same Fund with a lower total expense ratio, subject to any agreements between the customer and the intermediary. All such transactions are subject to meeting any investment minimum or eligibility requirements. Neither the Fund nor the Adviser will make any representations regarding the tax implications of such exchanges.

Automatic Withdrawal Program

You may elect to automatically redeem Class A, Class C and Class D shares in a minimum amount of $50. Complete the appropriate section of the Mutual Fund Application for New Accounts or contact your financial intermediary or the Funds’ transfer agent. Your account value must meet the minimum initial investment amount at the time the program is established. This program may reduce, and eventually deplete, your account. Generally, it is not advisable to continue to purchase Class A or Class C shares subject to a sales charge while redeeming shares using this program. An automatic withdrawal plan for Class C shares will be subject to any applicable CDSC.

Selling Shares

You can sell, or in other words redeem, your Fund shares at any time, subject to the restrictions described below. The price you receive when you redeem your shares is the NAV (minus any applicable sales charges or redemption fee) next determined after the Fund’s authorized intermediary or an agent of the Fund receives your properly completed redemption request. The value of the shares you redeem may be worth more or less than their original purchase price depending on the market value of the Fund’s investments at the time of the redemption.

You may not be able to redeem your Fund shares or the Funds may delay paying your redemption proceeds if:

· the New York Stock Exchange is closed (other than customary weekend and holiday closings);

· trading is restricted; or

· an emergency exists (as determined by the Securities and Exchange Commission).

Generally, the Fund will pay you for the shares that you redeem within three days after your redemption request is received. Payment for shares that you recently purchased may be delayed up to 10 business days from the purchase date to allow time for your payment to clear. The Fund may delay forwarding redemption proceeds for up to seven days:

· if the account holder is engaged in excessive trading or

· if the amount of the redemption request would disrupt efficient portfolio management or adversely affect the Fund.

If you choose to have your redemption proceeds mailed to you and the redemption check is returned as undeliverable or is not presented for payment within six months, the Funds reserve the right to reinvest the check proceeds and future distributions in shares of the particular Fund at the Fund’s then-current NAV until you give the Funds different instructions.

Under extraordinary circumstances, a Fund, in its sole discretion, may elect to honor redemption requests by transferring some of the securities held by the Fund directly to an account holder as a redemption-in-kind of securities (instead of cash). For more about Aberdeen Funds’ ability to make a redemption-in-kind, see the SAI.

The Board of Trustees has adopted procedures for redemptions in-kind by shareholders including affiliated persons of a Fund. Affiliated persons of a Fund include shareholders who are affiliates of the Adviser and shareholders of a Fund owning 5% or more of the outstanding shares of that Fund. These procedures provide that a redemption-in-kind shall be effected at approximately the affiliated shareholder’s proportionate share of the Fund’s current net assets, and are designed so that such redemptions will not favor the affiliated shareholder to the detriment of any other shareholder.

Medallion Signature Guarantee

A medallion signature guarantee is required for sales of shares of the Funds in any of the following instances:

· your account address has changed within the last 15 calendar days;

· the redemption check is made payable to anyone other than the registered shareholder;

· the proceeds are mailed to any address other than the address of record; or

· the redemption proceeds are being wired or sent by ACH to a bank for which instructions are currently not on your account.

A medallion signature guarantee is a certification by a bank, brokerage firm or other financial institution that a customer’s signature is valid. Medallion signature guarantees can be provided by members of the STAMP program. We reserve the right to require a medallion signature guarantee in other circumstances, without notice.

How are the Funds governed?

As a Delaware statutory trust, Aberdeen Funds and its series, the Global Financial Services Fund and Global Equity Fund, are governed by the Aberdeen Declaration, by-laws and the Delaware Act. The operations of Aberdeen Funds are also subject to the provisions of the 1940 Act, the rules and regulations of the SEC thereunder and applicable state securities laws. The following is a summary of certain key provisions of the Aberdeen Declaration.

Shareholder Voting

Aberdeen Funds is not required to hold annual meetings of shareholders and does not intend to hold such meetings. In the event that a meeting of shareholders is held, all shares of Aberdeen Funds are entitled to vote on a matter vote without differentiation between the separate series or classes; provided however, (1) if any matter to be voted on affects only the interests of some but not all series or classes, then only the shareholders of such affected series or classes shall be entitled to vote on the matter or (2) if the 1940 Act or other applicable law or regulation requires voting by series or by class, then the shares shall vote as prescribed by such law or regulation. Each share shall be entitled to one vote for each full share, and a fractional vote for each fractional share. Shareholders of Aberdeen Funds do not have cumulative voting rights in the election of trustees or on any other matter. Meetings of shareholders of Aberdeen Funds, or any, series or, class thereof, may be called by the trustees, the Chairman of the Board or President of Aberdeen Funds or upon the written request of holders of 10% or more of the shares entitled to vote at such meetings. The Aberdeen Declaration provides that the shareholders have the power to, vote only with respect to: (1) the election of trustees to the extent and as provided therein; and (2) with respect to such additional matters relating to Aberdeen Funds as may be required by the Aberdeen Declaration, Aberdeen Funds’ by-laws, the 1940 Act or any registration statement of Aberdeen Funds with the SEC; or (3) as the trustees may

consider necessary or desirable. Generally, unless a larger quorum is required by applicable law, thirty-three and one-third percent (33-1/3%) of the shares present in person or represented by proxy and entitled to vote at a shareholders’ meeting constitute a quorum at the meeting. Generally, subject to certain provisions of the Aberdeen Declaration, the by-laws or applicable law which may require a different vote: (1) in all matters other than the election of trustees, the affirmative vote of the majority of votes cast at a shareholders’ meeting at which a quorum is present shall be the act of the shareholders; (2) trustees shall be elected by a plurality of the votes cast at a shareholders’ meeting at which a quorum is present. In electing trustees, all series in Aberdeen Funds vote together.

Election and Removal of Trustees

The Aberdeen Declaration provides that the trustees determine the size of the board of trustees, subject to a maximum of fifteen. Each trustee serves until he or she dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner than any of such events, until the next meeting of shareholders called for the purpose of electing trustees and until the election and qualification of his or her successor. Shareholders may elect trustees, including filling any vacancies in the board of trustees, at any meeting of shareholders called by the board of trustees for that purpose. A meeting of shareholders for the purpose of electing one or more trustees may be called by the board of trustees or, to the extent provided by the 1940 Act and the rules and regulations thereunder, by the shareholders.

The Aberdeen Declaration permits the Aberdeen board of trustees to remove a trustee with or without cause at any time at a duly constituted meeting or by a written consent signed by at least a majority of the then trustees specifying the effective date of removal. Shareholders have the power to remove a trustee only to the extent provided in the 1940 Act and regulations thereunder.

Issuance of Shares

Under the Aberdeen Declaration, the trustees are permitted to issue an unlimited number of shares for such consideration (but not less than the net asset value thereof) and in such form as the trustees may determine. Shareholders are not entitled to any pre-emptive rights or other rights to subscribe to new or additional shares and have no priority or preference over any other shares with respect to dividends or distributions. Shares are subject to such other rights and preferences as the trustees may determine.

Series and Classes

The Aberdeen Declaration gives broad authority to the trustees to establish series and classes in addition to those currently established and to determine the rights and preferences of the series and classes. The trustees are also authorized to terminate a series or a class without a vote of shareholders under certain circumstances.

Amendments to the Aberdeen Declaration

Generally, the Aberdeen Declaration permits the trustees to amend the Aberdeen Declaration by an instrument in writing signed by not less than a majority of the Aberdeen board of trustees unless the Aberdeen Declaration, the 1940 Act or the requirement of any securities exchange on which shares are listed for trading requires shareholders approve such an amendment.

Liability and Indemnification of Trustees and Officers

To protect the trustees against certain liabilities, the Aberdeen Declaration provides that to the fullest extent that limitations on the liability of agents are permitted by the Delaware Act and other applicable law, the trustees and officers shall not be responsible or liable in any event for any act or omission of any other agent of Aberdeen Funds or any investment adviser or principal underwriter of Aberdeen Funds.

In addition, the Aberdeen Declaration provides that Aberdeen Funds, out of its 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

Aberdeen Funds. Nothing in the Aberdeen Declaration indemnifies, holds harmless or protects any officer or trustee from or against any liability to Aberdeen Funds 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 is referred to as “Disqualifying Conduct”).

The Aberdeen Declaration provides that to the fullest extent permitted by applicable law, the officers and trustees are 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 Aberdeen Funds.

Shareholder Liability

Under Delaware law, shareholders generally are not personally liable for the obligations of a Delaware statutory trust. A shareholder is entitled to the same limitation of liability extended to stockholders of private, for-profit corporations organized under Delaware general corporation law. Similar statutory or other authority, however, limiting shareholder liability does not exist in certain states. As a result, to the extent that Aberdeen Funds or a shareholder is subject to the jurisdiction of courts in those states, the courts may not apply Delaware law, thereby subjecting the shareholder to liability. To guard against this risk, the Aberdeen Declaration: (1) contains a provision entitling Aberdeen Funds’ shareholders to the same limitation of personal liability extended to stockholders of a private corporation organized for profit under the general corporate law of Delaware; and (2) provides for indemnification out of the property of Aberdeen Funds or its applicable series, for any shareholder held personally liable for the obligations of Aberdeen Funds that arise solely from the shareholder’s ownership of Aberdeen Funds. In addition, notice of disclaimer of shareholder liability will normally be given in each agreement, obligation, or instrument entered into or executed by Aberdeen Funds on behalf of Aberdeen Funds. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability is in effect; and (3) the applicable Aberdeen Fund is unable to meet its obligations to indemnify a shareholder.

Derivative Actions

Generally, a shareholder may bring a derivative action on behalf of Aberdeen Funds only if the shareholder or shareholders first make a pre-suit demand upon the trustees to bring the subject action unless an effort to cause the trustees to bring such action is excused. A demand on the trustees is only excused if a majority of the Aberdeen board of trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the action at issue.

The foregoing is only a summary of certain rights of shareholders under the charter documents governing Aberdeen Funds under applicable state law, and is not a complete description of provisions contained in those sources. Shareholders should refer to the provisions of those documents and state law directly for a more thorough description.

Where can I find more information?

For more information with respect to the Target Fund or the Acquiring Fund concerning the following topics, please refer to the following:

For the Target Fund and the Acquiring Fund: see (1) “Additional Information About the Acquiring Fund” in this Proxy Statement/Prospectus for more information about the Funds’ policies or (2) the Funds’ prospectus and SAI with respect to distributions and for tax considerations relating to investing in the Funds, the share classes offered by the Funds, sales charges and waivers of sales charges, pricing, purchase, redemption and exchange of shares of the Funds, and the distribution and administrative service arrangements of the Funds.

ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND

Revenue Sharing

The Adviser and/or its affiliates (collectively, “Aberdeen”) may make payments for marketing, promotional or related services provided by broker-dealers and other financial intermediaries that sell shares of the Acquiring Fund or which include them as investment options for their respective customers.

These payments are often referred to as “revenue sharing payments.” The existence or level of such payments may be based on factors that include, without limitation, differing levels or types of services provided by the broker-dealer or other financial intermediary, the expected level of assets or sales of shares, the placing of some or all of the funds on a recommended or preferred list and/or access to an intermediary’s personnel and other factors. Current revenue sharing payments have various structures and typically may be made in one or more of the following forms, one time payments of up to 0.25% on gross sales, asset-based payments of up to 0.15%, flat fees or minimum aggregate fees of up to $50,000 annually. These amounts are subject to change at the discretion of Aberdeen. Revenue sharing payments are paid from Aberdeen’s own legitimate profits and other of its own resources (not from the Acquiring Fund) and may be in addition to any Rule 12b-1 payments that are paid to broker-dealers and other financial intermediaries. The Board will monitor these revenue sharing arrangements as well as the payment of advisory fees paid by the Funds to ensure that the levels of such advisory fees do not involve the indirect use of the Funds’ assets to pay for marketing, promotional or related services. Because revenue sharing payments are paid by Aberdeen, and not from the Acquiring Fund’s assets, the amount of any revenue sharing payments is determined by Aberdeen.

In addition to the revenue sharing payments described above, Aberdeen may offer other incentives to sell shares of the Funds in the form of sponsorship of educational or other client seminars relating to current products and issues, assistance in training or educating an intermediary’s personnel, and/or entertainment or meals. These payments may also include, at the direction of a retirement plan’s named fiduciary, amounts to a retirement plan intermediary to offset certain plan expenses or otherwise for the benefit of plan participants and beneficiaries.

The recipients of such payments may include:

· the Funds’ distributor and other affiliates of the Adviser;

· broker-dealers;

· financial institutions; and

· other financial intermediaries through which investors may purchase shares of an Acquiring Fund.

Payments may be based on current or past sales, current or historical assets or a flat fee for specific services provided. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to sell shares of a Fund to you instead of shares of funds offered by competing fund families.

Contact your financial intermediary for details about revenue sharing payments it may receive.

Notwithstanding the revenue sharing payments described above, the Adviser and all subadvisers to the Trust are prohibited from considering a broker-dealer’s sale of any of the Trust’s shares in selecting such broker-dealer for the execution of Fund portfolio transactions, except as may be specifically permitted by law.

Fund portfolio transactions nevertheless may be effected with broker-dealers who coincidentally may have assisted customers in the purchase of Fund shares, although neither such assistance nor the volume of shares sold of the Trust or any affiliated investment company is a qualifying or disqualifying factor in the Adviser’s or a subadviser’s selection of such broker-dealer for portfolio transaction execution.

Investing Through Financial Intermediaries

Financial intermediaries may provide varying arrangements for their clients to purchase and redeem shares of the Funds. In addition, financial intermediaries are responsible for providing to you any communication from a Fund to its shareholders, including but not limited to, prospectuses, prospectus supplements, proxy materials and notices regarding the source of dividend payments under Section 19 of the Investment Company Act of 1940. They may charge additional fees not described in this prospectus to their customers for such services.

If shares of a Fund are held in a “street name” account with financial intermediary, all recordkeeping, transaction processing and payments of distributions relating to your account will be performed by the financial intermediary, and not by the Fund and its transfer agent. Since the Funds will have no record of your transactions, you should contact your financial intermediary to purchase, redeem or exchange shares, to make changes in or give instructions concerning the account or to obtain information about your account. The transfer of shares in a “street name” account to an account with another dealer or to an account directly with a Fund involves special procedures and may require you to obtain historical purchase information about the shares in the account from your financial intermediary. If your financial intermediary’s relationship with Aberdeen is terminated, and you do not transfer your account to another financial intermediary, the Trust reserves the right to redeem your shares. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.

Financial intermediaries may be authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers, and if approved by the Trust, to designate other financial intermediaries to accept such orders. In these cases:

· A Fund will be deemed to have received an order that is in good form when the order is accepted by the financial intermediary on a business day, and the order will be priced at a Fund’s net asset value per share (adjusted for any applicable sales charge and redemption fee) next determined after such acceptance.

· Financial intermediaries are responsible for transmitting accepted orders to a Fund within the time period agreed upon by them.

You should contact your financial intermediary to learn whether it is authorized to accept orders for the Trust.

Contacting Aberdeen Funds

Customer Service Representatives are available 8 a.m. to 9 p.m. Eastern Time, Monday through Friday at 866-667-9231.

Automated Voice Response Call 866-667-9231, 24 hours a day, seven days a week, for easy access to mutual fund information. Choose from a menu of options to:

· make transactions;

· hear fund price information; and

· obtain mailing and wiring instructions.

Internet Go to www.aberdeen-asset.us/aam.nsf/usRetail/home 24 hours a day, seven days a week, for easy access to your mutual fund accounts. The website provides instructions on how to select a password and perform transactions. On the website, you can:

· download Statutory Prospectuses;

· obtain information on the Acquiring Fund;

· access your account information; and

· request transactions, including purchases, redemptions and exchanges.

By Regular Mail Aberdeen Funds, P.O. Box 55930, Boston, MA 02205-5930.

By Overnight Mail Boston Financial Data Services, Aberdeen Funds, 30 Dan Road, Canton, MA 02021.

By Fax 866-923-4269.

Share Price

The net asset value or “NAV” is the value of a single share. A separate NAV is calculated for each share class of a Fund. The NAV is:

· calculated at the close of regular trading (usually 4 p.m. Eastern Time) each day the New York Stock Exchange is open.

· generally determined by dividing the total net market value of the securities and other assets owned by a Fund allocated to a particular class, less the liabilities allocated to that class, by the total number of outstanding shares of that class.

The purchase or “offering” price for Fund shares is the NAV for a particular class next determined after the order is received in good form by a Fund’s transfer agent or an authorized intermediary, plus any applicable sales charge. An order is in “good form” if the Funds’ transfer agent has all the information and documentation it deems necessary to effect your order.

Please note the following with respect to the price at which your transactions are processed:

· Fund shares will generally not be priced on any day the New York Stock Exchange is closed, although fixed income Fund shares may be priced on such days if the Securities Industry and Financial Markets Association (“SIFMA” recommends that the bond markets remain open for all or part of the day. On any business day when the SIFMA recommends that the bond markets close early, a fixed income Fund reserves the right to close at or prior to the SIFMA recommended closing time. If a fixed income Fund does so, it will cease granting same business day credit for purchase and redemption orders received after the Fund’s closing time and credit will be given to the next business day.

· The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at a NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV, as adjusted.

· The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange and/or the bond markets are stopped at a time other than their regularly scheduled closing time. In the event the New York Stock Exchange and/or the bond markets do not open for business, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during this situation, please call 1-866-667-9231.

The Funds do not calculate NAV on days when the New York Stock Exchange is closed (except as described above for fixed income Funds). The New York Stock Exchange is closed on the following days:

· New Year’s Day

· Martin Luther King, Jr. Day

· Presidents’ Day

· Good Friday

· Memorial Day

· Independence Day

· Labor Day

· Thanksgiving Day

· Christmas Day

· Other days as determined by the New York Stock Exchange.

Foreign securities may trade on their local markets on days when a Fund is closed. As a result, if a Fund holds foreign securities, its NAV may be impacted on days when investors may not be able to purchase or redeem shares.

Excessive or Short-Term Trading

The Funds seek to discourage short-term or excessive trading (often described as “market timing”). Excessive trading (either frequent exchanges between Aberdeen Funds or sales and repurchases of Aberdeen Funds within a short time period) may:

· disrupt portfolio management strategies;

· increase brokerage and other transaction costs; and

· negatively affect fund performance.

Each Fund may be more or less affected by short-term trading in Fund shares, depending on various factors such as the size of the Fund, the amount of assets the Fund typically maintains in cash or cash equivalents, the dollar amount, number and frequency of trades in Fund shares and other factors. Funds that invest in foreign securities may be at greater risk for excessive trading. Investors may attempt to take advantage of anticipated price movements in securities held by the Funds based on events occurring after the close of a foreign market that may not be reflected in a Fund’s NAV (referred to as “arbitrage market timing”). Arbitrage market timing may also be attempted in funds that hold significant investments in small-cap securities, high-yield (junk) bonds and other types of investments that may not be frequently traded. There is the possibility that arbitrage market timing, under certain circumstances, may dilute the value of Fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based on NAVs that do not reflect appropriate fair value prices.

The Board of Trustees has adopted and implemented the following policies and procedures to detect, discourage and prevent excessive short-term trading in the Funds:

Monitoring of Trading Activity

The Funds, through the Adviser, its subadviser(s) (if applicable) and its agents, monitor selected trades and flows of money in and out of the Funds in an effort to detect excessive short-term trading activities. If a shareholder is found to have engaged in excessive short-term trading, the Funds may, in their discretion, ask the shareholder to stop such activities or refuse to process purchases or exchanges in the shareholder’s account. Despite its best efforts, Aberdeen Funds may be unable to identify or deter excessive trades conducted through certain intermediaries or omnibus accounts that transmit aggregate purchase, exchange and redemption orders on behalf of their customers. In short, Aberdeen Funds may not be able to prevent all market timing and its potential negative impact.

Restrictions on Transactions

Whenever a Fund is able to identify short-term trades or traders, such Fund has broad authority to take discretionary action against market timers and against particular trades and uniformly will apply the short-term trading restrictions to all such trades that the Fund identifies. A Fund also has sole discretion to:

· restrict purchases or exchanges that the Fund or its agents believe constitute excessive trading and

· reject transactions that violate a Fund’s excessive trading policies or its exchange limits.

Each Fund has also implemented redemption and exchange fees to certain accounts to discourage excessive trading and to help offset the expense of such trading.

In general:

· if you make an exchange equaling 1% or more of a Fund’s NAV, the exchange into the other Fund may be rejected and

· redemption and exchange fees are imposed on certain Aberdeen Funds. These Aberdeen Funds may assess either a redemption fee if you redeem your Fund shares or an exchange fee if you exchange your Fund shares into another Aberdeen Fund. The short-term trading fees are deducted from the proceeds of the redemption of the affected Fund shares.

Fair Valuation

The Trust has fair value pricing procedures in place as described above in “Fair Value Pricing.”

Exchange and Redemption Fees

In order to discourage excessive trading, the Funds impose exchange and redemption fees on shares held in certain types of accounts, as described above in “Redemption Fee.”

Distributions and Taxes

The following information is provided to help you understand the income and capital gains you can earn while you own Fund shares, as well as the federal income taxes you may have to pay. The amount of any distribution will vary and there is no guarantee a Fund will pay either income dividends or capital gain distributions. For tax advice about your personal tax situation, please speak with your tax adviser.

Income and Capital Gain Distributions

Income and capital gain distributions are described above in “Income and Capital Gain Distributions.”

Tax Considerations

If you are a taxable investor, dividends and capital gain distributions you receive from a Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are subject to federal income tax, state taxes and possibly local taxes:

· distributions are taxable to you at either ordinary income or capital gains tax rates;

· distributions of short-term capital gains are paid to you as ordinary income that is taxable at applicable ordinary income tax rates;

· distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares;

· for individuals, with respect to taxable years of a Fund beginning before January 1, 2013 (sunset date), unless such provision is extended or made permanent, a portion of the income dividends paid may be qualified dividend income eligible for long-term capital gain tax rates, provided that certain holding period requirements are met;

· for corporate shareholders, a portion of income dividends may be eligible for the corporate dividends-received deduction, subject to certain limitations; and

· distributions declared in October, November or December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December.

The amount and type of income dividends and the tax status of any capital gains distributed to you are reported on Form 1099-DIV (any exempt interest dividends will be reported on Form 1099-INT), which we send to you annually during tax season (unless you hold your shares in a qualified tax-deferred plan or account or are otherwise not subject to federal income tax). A Fund may reclassify income after your tax reporting statement is mailed to you. This can result from the rules in the Internal Revenue Code that effectively prevent mutual funds, such as the Funds, from ascertaining with certainty, until after the calendar year end, and in some cases a Fund’s fiscal year end, the final amount and character of distributions the Fund has received on its investments during the prior calendar year. Prior to issuing your statement, each Fund makes every effort to search for reclassified income to reduce the number of corrected forms mailed to shareholders. However, when necessary, the Fund will send you a corrected Form 1099-DIV to reflect reclassified information.

Distributions from the Funds (both taxable dividends and capital gains) are normally taxable to you when made, regardless of whether you reinvest these distributions or receive them in cash (unless you hold your shares in a qualified tax-deferred plan or account or are otherwise not subject to federal income tax).

If more than 50% of a Fund’s total assets at the end of a fiscal year is invested in foreign securities, the Fund may elect to pass through to you your pro rata share of foreign taxes paid by the Fund. If a Fund elects to do so, then any foreign taxes it pays on these investments may be passed through to you either as a deduction (in calculating U.S. taxable income, but only for investors who itemize their deductions on their personal tax returns) or as a foreign tax credit.

If you are a taxable investor and invest in a Fund shortly before the record date of a capital gains distribution, the distribution will lower the value of the Fund’s shares by the amount of the distribution and, in effect, you will receive some of your investment back in the form of a taxable distribution. This is commonly known as “buying a dividend.”

Selling and Exchanging Shares

Selling your shares may result in a realized capital gain or loss, which is subject to federal income tax. For tax purposes, an exchange of one Aberdeen Fund for another is the same as a sale. For individuals, any long-term capital gains you realize from selling Fund shares are currently taxed at a maximum rate of 15%, but the maximum rate is scheduled to increase to 20% for tax years beginning on or after January 1, 2011. Short-term capital gains are currently taxed at ordinary income tax rates. You or your tax adviser should track your purchases, tax basis, sales and any resulting gain or loss. If you redeem Fund shares for a loss, you may be able to use this capital loss to offset any other capital gains you have.

Tax Status for Retirement Plans and Other Tax-Deferred Accounts

When you invest in a Fund through a qualified employee benefit plan, retirement plan or some other tax-deferred account, dividend and capital gain distributions generally are not subject to current federal income taxes. In general, these entities are governed by complex tax rules. You should ask your tax adviser or plan administrator for more information about your tax situation, including possible state or local taxes.

Backup Withholding

By law, you may be subject to backup withholding on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien). You may also be subject to withholding if the Internal Revenue Service instructs us to withhold a portion of your distributions and proceeds.

Other

Distributions and gains from the sale or exchange of your Fund shares may be subject to state and local taxes, even if not subject to federal income taxes. State and local tax laws vary; please consult your tax adviser. Non-U.S. investors may be subject to U.S. withholding at a 30% or lower treaty tax rate, U.S. estate tax and special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for capital gain dividends paid by a Fund from long-term capital gains, if any. However, notwithstanding such exemption from U.S. withholding at the source, any dividends and distributions of income or capital gains will be subject to backup withholding if you fail to properly certify that you are not a U.S. person.

Under current law, the Funds serve to block unrelated business taxable income from being realized by their tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize unrelated business taxable income by virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b). Certain types of income received by the Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the Fund to designate some or all of its distributions as “excess inclusion income.” To Fund shareholders, such excess inclusion income may (i) constitute taxable income, as “unrelated business taxable income” for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty countries; and (iv) cause the Fund to be subject to tax if certain “disqualified organizations” as defined by the IRC are Fund shareholders. If a charitable remainder annuity trust or a charitable remainder unitrust (each as defined in IRC Section 664) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed on the trust.

Beginning in 2013, taxable distributions and redemptions will be subject to a 3.8% federal Medicare contribution tax on “net investment income” for individuals with income exceeding $200,000 ($250,000 if married and filing jointly).

Additionally, beginning in 2013 a 30% withholding tax will be imposed on dividends and redemption proceeds paid, to (i) certain foreign financial institutions and investment funds unless they agree to collect and disclose to the Internal Revenue Service information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. Under some circumstances, a foreign shareholder may be eligible for refunds or credits of such taxes.

This discussion of “Distributions and Taxes” is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in the Funds.

VOTING INFORMATION

What vote is necessary to approve the Proposal?

Quorum; Adjournment

The presence in person or by proxy of one-third of the shares of the Global Financial Services Fund outstanding on the Record Date (without regard to Class) entitled to vote at the Meeting will constitute a quorum for the Global Financial Services Fund. If a quorum of the Global Financial Services Fund is not present or sufficient votes to approve the Proposal are not received by the date of the Meeting from shareholders of the Fund, the chairman of the Meeting may propose an adjournment of the Meeting and the holders of shares of the Fund present in person or by proxy may adjourn the Meeting from time to time to permit further solicitation of proxies. The persons named as proxies will vote in favor of adjournment those shares of the Global Financial Services Fund which they represent if adjournment is necessary to obtain a quorum or to obtain a favorable vote on the proposal with respect to the Fund.

Shareholder Approval

With respect to the Global Financial Services Fund, the Proposal must be approved by an affirmative vote of the holders of a majority of the outstanding voting securities, as that term is defined in the 1940 Act of the Global Financial Services Fund. This means the lesser of (1) 67% or more of the shares of the Global Financial Services Fund present at the Meeting if the owners of more than 50% of the shares of the Global Financial Services Fund then outstanding are present in person or by proxy, or (2) more than 50% of the outstanding shares of the Global Financial Services Fund entitled to vote at the Meeting.

To assure the presence of a quorum at the Meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience. Alternatively, you may authorize your proxy by telephone or through the Internet at the number or website address printed on the enclosed proxy card.

In tallying shareholder votes, abstentions and broker non-votes (shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and either (i) the broker or nominee does not have discretionary voting power or (ii) the broker or nominee returns the proxy but expressly declines to vote on a particular matter) will be counted as shares present but not voting. Accordingly, abstentions and broker non-votes effectively will be a vote against the Proposal. Broker non-votes are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority.

This Proxy Statement/Prospectus, and the accompanying Notice of Meeting and proxy card(s) were first mailed to shareholders on or about [ ].

Who can vote to approve the Proposal?

Only shareholders of record of the Target Fund at the close of business on [Month XX], 2011 (the “Record Date”), will be entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof on the matters described in this Proxy Statement/Prospectus, and will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. Exhibit B to this Proxy Statement/Prospectus sets forth the

number of shares of beneficial interest of the Target Fund which were outstanding as of the Record Date and, therefore, are entitled to vote at the Meeting.

How do I ensure my vote is accurately recorded?

You may attend the Meeting and vote in person. You may also authorize your vote by completing, signing, and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or authorize your proxy by telephone or through the Internet, your vote will be officially cast at the Meeting by the persons appointed as proxies. If you simply sign and date the proxy card but give no voting instructions, your shares will be voted in favor of the Proposal and in accordance with the views of management upon any unexpected matters that come before the Meeting or adjournment of the Meeting. If your shares are held of record by a broker/dealer and you wish to vote in person at the Meeting, you should obtain a legal proxy from your broker of record and present it at the Meeting.

May I revoke my proxy?

Any shareholder who has given a proxy has the right to revoke it any time prior to its exercise by attending the Meeting and voting his or her shares in person, or by submitting a letter of revocation or a later-dated proxy card to the Fund at the address indicated on the enclosed envelope provided with this Proxy Statement/Prospectus. Any letter of revocation or later-dated proxy card must be received by the appropriate Target Fund prior to the Meeting and must indicate your name and account number to be effective. Proxies voted by telephone or Internet may be revoked at any time before they are voted at the Meeting in the same manner that proxies voted by mail may be revoked.

What other matters will be voted upon at the Meeting?

Aberdeen Funds do not intend to bring any matters before the Meeting with respect to the Target Fund other than those described in this Proxy Statement/Prospectus. The Board is not aware of any other matters to be brought before the Meeting with respect to the Target Fund by others. If the chairman of the Meeting permits any other matter to come before the Meeting, proxy holders will vote on it in accordance with their best judgment for those shares they are authorized to vote.

What other solicitations will be made?

This proxy solicitation is being made by the Board for use at the Meeting. In addition to solicitation by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Board will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. AAMI may reimburse broker/dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation. In addition to solicitations by mail, officers and employees of the Target Fund or AAMI, without extra pay, may conduct additional solicitations by telephone, telecopy, and personal interviews. The Board has engaged [ ] to solicit proxies from brokers, banks, other institutional holders and individual shareholders at the cost of $4,500 for the Target Fund. [ ] also will be reimbursed for its reasonable expenses. Proxy solicitation costs for the Target Fund will be incurred by AAMI. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes.

As the Meeting date approaches, certain shareholders of the Target Fund may receive a telephone call from a representative of [ ] if their votes have not yet been received. Proxies that are obtained telephonically by [ ] will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited by [ ], [ ] representative is required to ask each shareholder to state his or her full name. The representative then states the city, state and zip code on the account and asks the shareholder to confirm his or her identity by stating their street address. If the shareholder is a corporation or other entity, [ ] representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information

provided to [ ], then [ ] representative has the responsibility to explain the process, read the proposal listed on the proxy card and ask for the shareholder’s instructions on the proposed Reorganization. Although [ ] representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement/Prospectus. [ ] will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter via USPS to confirm his or her vote and asking the shareholder to call 866-796-3420 immediately if his or her instructions are not correctly reflected in the confirmation.

How do I submit a shareholder proposal?

The Target Fund does not hold regular annual meetings of shareholders in any year in which the 1940 Act does not require shareholders to act upon any of the following matters: (i) election of Trustees; (ii) approval of a management agreement; (iii) approval of a distribution agreement; and (iv) ratification of selection of independent accountants. The Target Fund (in the event the Reorganization is not completed) does not intend to hold future regular annual or special meetings of its shareholders unless required by the 1940 Act. Target Fund shareholders who would like to submit proposals for consideration at future shareholder meetings should send written proposals to Megan Kennedy, Secretary of Aberdeen Funds, Aberdeen Asset Management Inc., 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103. To be considered for presentation at a shareholders’ meeting, rules promulgated by the SEC require that, among other things, a shareholder’s proposal must be received at the offices of the Fund within a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included.

Notice to Banks, Broker-Dealers and Voting Directors and their Nominees

Please advise the Target Fund, c/o Megan Kennedy, Secretary of Aberdeen Funds, Aberdeen Asset Management Inc., 1735 Market Street, 32nd Floor, Philadelphia, Pennsylvania 19103, whether other persons are beneficial owners of Target Fund shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement/Prospectus needed to supply copies to the beneficial owners of these shares.

PRINCIPAL HOLDERS OF SHARES

On [ ], the officers and Trustees of Global Financial Services Fund as a group owned less than 1% of the outstanding voting shares of Global Financial Services Fund. As of such date, no person, except as set forth in the table in Exhibit C, owned beneficially or of record 5% or more of the outstanding shares of any class of Global Financial Services Fund.

MORE INFORMATION ABOUT THE FUNDS

Additional Information

This Proxy Statement/Prospectus and the related Statement of Additional Information do not contain all the information set forth in the registration statements, the exhibits relating thereto and the annual and semi-annual reports filed by the Funds as such documents have been filed with the SEC pursuant to the requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which reference is hereby made. The SEC file number of the registrant of the Funds’ registration statement, which contains the Funds’ prospectus and related SAI, is 811-22132 for the Funds.

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and in accordance therewith, each Fund files reports and other information with the SEC. Reports, proxy material, registration statements and other information filed (including the registration statement relating to the Acquiring Fund on Form N-14 of which this Proxy Statement/Prospectus is a part) may be inspected without charge and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549-1520. Copies of such material may also be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549-1520, at the prescribed rates. The SEC maintains a website at www.sec.gov that contains information regarding the Funds and other registrants that file electronically with the SEC.

1. Transfer of assets of the Acquired Fund in exchange for Acquiring Fund Shares and assumption of the Acquired Fund’s liabilities and liquidation of the Acquired Fund.

1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer its assets as set forth in paragraph 1.2 to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor: (i) to deliver to the Acquired Fund the number of each corresponding class of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined by dividing the value of the Acquired Fund’s net assets, attributable to each share class of the Acquired Fund (as set forth below), computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Fund Share of the corresponding class (as set forth below); and (ii) to assume the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “Closing”).

The classes of shares of the Acquiring Fund correspond to the classes of shares of the Acquired Fund as follows: Class A shares of the Acquiring Fund correspond to Class A shares of the Acquired Fund; Class C shares of the Acquiring Fund correspond to Class C shares of the Acquired Fund; Class R shares of the Acquiring Fund correspond to Class R shares of the Acquired Fund; Institutional Class shares of the Acquiring Fund correspond to Institutional Class shares of the Acquired Fund; and Institutional Service Class shares of the Acquiring Fund correspond to Institutional Service Class shares of the Acquired Fund.

1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all property including, without limitation, all cash, securities and dividend or interest receivables that are owned by or owed to the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing date provided in paragraph 3.1 (the “Closing Date”).

1.3. The Acquired Fund will endeavor to discharge all of the known liabilities and obligations of the Acquired Fund prior to the Closing Date, other than those liabilities and obligations which would otherwise be discharged at a later date in the ordinary course of business. The Acquiring Fund shall assume all liabilities, expenses, costs, charges and reserves, including those liabilities reflected on unaudited statements of assets and liabilities of the Acquired Fund and the Acquiring Fund prepared by State Street Bank and Trust Company (“State Street”), the accounting agent of each Fund, as of the Valuation Date (as defined in paragraph 2.1), in accordance with generally accepted accounting principles consistently applied from the prior audited period. The Acquiring Fund shall also assume any liabilities, expenses, costs or charges incurred by or on behalf of the Acquired Fund specifically arising from or relating to the operations and/or transactions of the Acquired Fund prior to and including the Closing Date but which are not reflected on the above-mentioned statement of assets and liabilities, including any liabilities, expenses, costs or charges arising under paragraph 5.4 hereof.

1.4. As soon on or after the Closing Date as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will liquidate and distribute pro rata to the Acquired Fund’s shareholders of record determined as of the close of business on the Closing Date (the “Fund Shareholders”) the Acquiring Fund Shares it receives pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares

A-2

then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund’s shareholders representing the respective pro rata number of each class of Acquiring Fund Shares due Acquired Fund shareholders holding the corresponding class of the Acquired Fund’s shares. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund, although any share certificates representing interests in the Acquired Fund will represent a number of Acquiring Fund Shares after the Closing Date as determined in accordance with Section 2.2. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus and statement of additional information.

1.6. Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

1.7. Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund up to and including the Closing Date and such later date on which the Acquired Fund is terminated.

2. Valuation

2.1. The value of the Acquired Fund’s assets to be acquired hereunder shall be the value of such assets computed as of the close of regular trading on The New York Stock Exchange, Inc. (the “NYSE”) on the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures set forth in the Acquired Fund’s then current prospectus or statement of additional information.

2.2. The number of Shares of the Acquiring Fund to be issued (including fractional shares, if any) in exchange for shares of beneficial interest of the Acquired Fund shall be determined by dividing the value of the net assets of the Acquired Fund attributable to each class of its shares of beneficial interest determined using the same valuation procedures referred to in paragraph 2.1 by the net asset value per Share of the corresponding class of the Acquiring Fund computed as of the close of regular trading on the NYSE on the Closing Date, using the valuation procedures set forth in the Acquiring Fund’s then current prospectus or statement of additional information.

2.3. All computations of value with respect to the Acquiring Fund and the Acquired Fund shall be made by State Street in accordance with its regular practice as pricing agent for the Acquiring Fund.

3. Closing and Closing Date

3.1. The Closing Date for the Reorganization shall be [ ], 2011, or such other date as the parties to such Reorganization may agree to in writing. All acts taking place at

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the Closing shall be deemed to take place simultaneously as of the close of trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall be held as of 3:00 p.m., at the offices of the Acquired Fund or at such other time and/or place as the parties may agree.

3.2. State Street Bank and Trust Company, the custodian for the Acquiring Fund, shall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund’s portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made, in conjunction with the delivery of portfolio securities.

3.3. In the event that on the Valuation Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

3.4. The Acquired Fund shall deliver at the Closing a list of the names and addresses of the Acquired Fund’s shareholders and the number and value of each class of outstanding Shares owned by each such shareholder immediately prior to the Closing or provide such information to the Acquiring Fund’s transfer agent. The Acquiring Fund shall issue and deliver a confirmation evidencing the value of the Acquiring Fund Shares to be credited to the Acquired Fund’s account on the Closing Date to the Secretary of the Aberdeen Trust or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, the Aberdeen Trust, on behalf of the Funds, shall deliver to counsel any bills of sale, checks, assignments, share certificates, if any, receipts or other documents as counsel may request.

4. Representations and Warranties

4.1. The Aberdeen Trust, on behalf of each Fund, represents and warrants that:

(a) The Funds are not, and the execution, delivery and performance of this Agreement by the Aberdeen Trust will not result, in a violation of the Aberdeen Trust’s Agreement and Declaration of Trust, as amended, or By-Laws or any material agreement, indenture, instrument, contract, lease or other undertaking to which the Aberdeen Trust, on behalf of the Funds, is a party or by which the Funds or their property are bound;

(b) There are no contracts or other commitments (other than this Agreement) of the Acquired Fund which will be terminated with liability to the Acquired Fund prior to the Closing Date;

(c) The Aberdeen Trust is a registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is in full force and effect;

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(d) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Funds or any of their properties or assets which, if adversely determined, would materially and adversely affect their financial condition or the conduct of their business. The Aberdeen Trust knows of no facts which might form the basis for the institution of such proceedings and are not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects their business or their ability to consummate the transactions contemplated herein;

(e) The Statements of Assets and Liabilities of the Acquired Fund as of October 31, 2010, including the Schedule of Investments and the related Statement of Operations for the year then ended, the Statement of Changes in Net Assets for each of the two years in the period then ended and the Financial Highlights for each of the five years in the period then ended, have been audited by KMPG LLP, an independent registered public accounting firm, and are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Acquired Fund as of such dates. The unaudited financial statements of the Acquired Fund for the six-months ended April 30, 2011 have been prepared in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Acquired Fund as of such dates, and there are no known contingent liabilities of the Acquired Fund as of [ ], 2011 that are not disclosed therein.

(f) Since October 31, 2010 and April 30, 2011, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred. For purposes of this subsection (f), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by Acquired Fund shareholders shall not constitute a material adverse change;

(g) At the date hereof and at the Closing Date, all federal and other tax returns and reports, including extensions, of the Acquired Fund required by law to have been filed by such dates shall have been filed and are or will be correct in all material respects, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(h) To the knowledge of the Aberdeen Trust, the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company from and including the taxable year that includes the Closing Date and will be eligible to, and will, compute its federal income tax under Section 852 of the Code;

(i) (i) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such and has

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been eligible to and has computed its federal income tax under Section 852 of the Code and (ii) the Acquired Fund will have distributed all of its investment company taxable income and net capital gain (as defined in the Code) that has accrued through the Closing Date, and the Acquiring Fund will do so for the taxable year including the Closing Date;

(j) All of the issued and outstanding shares of beneficial interest of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the transfer agent as provided in paragraph 3.4. Each Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of its shares, nor is there outstanding any security convertible into any of its shares;

(k) At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to paragraph 1.2 and full right, power and authority to sell, assign, transfer and deliver such assets hereunder. Upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, except such restrictions as might arise under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act with respect to privately placed or otherwise restricted securities that the Acquired Fund may have acquired in the ordinary course of business and of which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing;

(l) The information to be furnished by the Acquiring Fund and Acquired Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority (“FINRA”)), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto;

(m) The current prospectuses and statements of additional information of the Acquiring Fund and Acquired Fund on Form N-1A conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

4.2. AAMI represents and warrants to the Acquiring Fund as follows: To the knowledge of AAMI (i) there are no claims, actions, suits or proceedings pending against the Acquired Fund, and (ii) there are no claims, actions, suits or proceedings threatened, or circumstances that have been identified by AAMI and the Secretary thereof as reasonably likely to give rise to any claims, actions, suits or proceedings against the Acquired Fund that would

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materially adversely affect the Acquired Fund or its assets or business, other than those disclosed in writing to and accepted by the Acquiring Fund.

5. Covenants of the Acquired Fund and the Acquiring Fund

5.1. The Acquiring Fund and the Acquired Fund will operate their respective businesses in the ordinary course between the date hereof and the Closing Date, it being understood that, with respect to the Acquired Fund, such ordinary course of business will include purchases and sales of portfolio securities and other instruments, sales and redemptions of Acquired Fund shares, and the declaration and payment of customary dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of operations.

5.2. The Acquired Fund covenants that (i) the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement; (ii) to the best of the knowledge of the Acquired Fund, there is no plan or intention by Acquired Fund’s Shareholders to sell, exchange or otherwise dispose of a number of Acquired Fund Shares (or Acquiring Fund Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Fund Shareholders’ ownership of Acquired Fund Shares (or equivalent Acquiring Fund Shares) to a number of shares that is less than 50 percent of the number of Acquired Fund Shares as of the record date of the Reorganization; and (iii) the Acquired Fund will not take any position on any federal, state or local income or franchise tax return, or take any other tax reporting position, that is inconsistent with the treatment of the Reorganization as a “reorganization” within the meaning of Section 368(a) of the Code.

5.3. Subject to the provisions of this Agreement, the Aberdeen Trust on behalf of the Acquiring Fund and the Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.4. The Acquiring Fund agrees to indemnify and advance expenses to each person who at the time of the execution of this Agreement serves as a Trustee or Officer (“Indemnified Person”) of the Aberdeen Trust, against money damages actually and reasonably incurred by such Indemnified Person in connection with any claim that is asserted against such Indemnified Person arising out of such person’s service as a Trustee or officer of the Aberdeen Trust, as such service involves the Acquired Fund, with respect to matters specifically relating to the Reorganization, provided that such indemnification and advancement of expenses shall be permitted to the fullest extent that is available under applicable law. This paragraph 5.4 shall not protect any such Indemnified Person against any liability to the Acquired Fund, the Acquiring Fund or their shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or from reckless disregard of the duties involved in the conduct of his or her office. An Indemnified Person seeking indemnification shall be entitled to advances from the Acquiring Fund for payment of the reasonable expenses incurred by him or her in connection with the matter as to which he or she is seeking indemnification in the manner and to the fullest extent permissible under applicable law. Such Indemnified Person shall provide to the Acquiring Fund a written affirmation of his or her good faith belief that the standard of

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conduct necessary for indemnification by the Acquiring Fund under this paragraph has been met and a written undertaking to repay any advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Indemnified Person shall provide security in form and amount acceptable to the Acquiring Fund for its undertaking; (b) the Acquiring Fund is insured against losses arising by reason of the advance; or (c) either a majority of a quorum of disinterested non-party directors of the Acquiring Fund, or independent legal counsel experienced in mutual fund matters, selected by the Indemnified Person, in a written opinion, shall have determined, based on a review of facts readily available to the Acquiring Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Person will ultimately be found to be entitled to indemnification.

5.5. The intention of the parties is that the transaction will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Acquiring Fund, the Acquired Fund nor the Aberdeen Trust shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, the Acquiring Fund, the Acquired Fund and the Aberdeen Trust will take such action, or cause such action to be taken, as is reasonably necessary to enable Willkie Farr & Gallagher LLP to render the tax opinion contemplated here in Section 7.4.

5.6. AAMI agrees that the Acquiring Fund will succeed to all rights that the Acquired Fund has, or would have but for the Reorganization, against AAMI or its affiliates by reason of any act or failure to act by AAMI or any of its affiliates prior to the Closing Date.

6. Conditions Precedent to Obligations of the Aberdeen Trust

The obligations of the Aberdeen Trust, on behalf of the Funds, to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Aberdeen Trust, on behalf of the Funds, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions:

6.1. All representations and warranties by the Aberdeen Trust, the Acquired Fund or Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;

6.2. The Aberdeen Trust has delivered, on behalf of each Fund, a certificate executed in its name by its Chairman, President, Vice President, Secretary or Treasurer and dated as of the Closing Date, to the effect that the representations and warranties of the Aberdeen Trust made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement;

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6.3. The Aberdeen Trust, on behalf of the Funds, shall have received on the Closing Date a favorable opinion from Willkie Farr & Gallagher LLP, counsel to the Aberdeen Trust, dated as of the Closing Date, covering the following points:

That (a) the Aberdeen Trust is a validly existing business trust under the laws of the State of Delaware, and has the trust power to own all of the properties and assets of each of the Funds and to carry on its business as a registered investment company; (b) the Agreement has been duly authorized, executed and delivered by the Aberdeen Trust and the Funds are duly established series of the Aberdeen Trust and, assuming due authorization, execution and delivery of the Agreement by AAMI, is a valid and binding obligation of the Aberdeen Trust in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (c) the execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, conflict with the Aberdeen Trust’s Agreement and Declaration of Trust or By-Laws, each, as amended, or result in a material violation of any provision of any material agreement (known to such counsel) to which the Aberdeen Trust, on behalf of each Fund, is a party or by which it or its property is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any material agreement, judgment, or decree to which a Fund is a party or by which it or its property is bound; (d) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (e) to the knowledge of such counsel, there is no legal, administrative or governmental proceeding, investigation, order, decree or judgment of any court of governmental body, only insofar as they relate to the Aberdeen Trust, on behalf of each Fund, or its assets or properties, pending, threatened or otherwise existing on or before the Closing Date, which materially and adversely affects the Funds’ business; (f) the Aberdeen Trust is registered as an investment company under the 1940 Act, and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (g) the Acquiring Fund Shares to be issued to the Acquired Fund’s shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued and outstanding and are fully paid and non-assessable and no shareholder of the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof.

With respect to all matters of Delaware law, such counsel shall be entitled to state that they have relied upon the opinion of [ ] and that their opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of [ ].

7. Further Conditions Precedent to Obligations of the Acquiring Fund and the Acquired Fund

If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Funds, the Aberdeen Trust shall not be required to consummate the transactions contemplated by this Agreement.

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7.1. The Board of Trustees of the Aberdeen Trust, including a majority of the trustees who are not “interested persons” of the Aberdeen Trust (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of each Fund and that the interests of the shareholders in each Fund would not be diluted as a result of such transactions.

7.2. On the Closing Date no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

7.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state blue sky and securities authorities, including “no-action” positions of and exemptive orders from such federal and state authorities) deemed necessary by the Aberdeen Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund.

7.4. The Aberdeen Trust shall have received on the Closing Date an opinion of Willkie Farr & Gallagher LLP, addressed to, and in form and substance reasonably satisfactory to, the Acquired Fund and the Acquiring Fund and dated as of the Closing Date, substantially to the effect that for U.S. federal income tax purposes:

(a) The transfer of all of the Acquired Fund’s assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all pursuant to the Agreement, will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by the Acquiring Fund on the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (c) except for gain or loss regularly attributable to the termination of the Acquired Fund’s taxable year, no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund’s assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares to the Acquired Fund’s shareholders in exchange for their shares of the Acquired Fund; (d) no gain or loss will be recognized by shareholders of the Acquired Fund upon the exchange of their Acquired Fund shares of beneficial interest for the Acquiring Fund Shares or upon the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (e) the aggregate tax basis of the Acquiring Fund Shares received by each of the Acquired Fund’s shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares of beneficial interest held by such shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund shares of beneficial interest

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Additional Information About the Global Financial Services Fund and Global Equity Fund

For the Global Financial Fund and the Global Equity Fund: Incorporated by reference is the Statement of Additional Information in the Registration Statement on Form N-1A of Aberdeen Funds, which includes both the Global Financial Fund and the Global Equity Fund dated February 28, 2011 (SEC Accession No. 0001104659-11-011030), as supplemented, as filed with the SEC.

Financial Statements

This SAI incorporates by reference (i) the Annual Reports of the Global Financial Fund and Global Equity Fund for the fiscal year ended October 31, 2010 (SEC Accession No. 0001193125-11-003704) and (ii) the Semi-Annual Reports of the Global Financial Fund and Global Equity Fund for the semi-annual period ended April 30, 2011 (SEC Accession No. 0001193125-11-183617), each of which have been filed with the SEC. Each of these reports contains historical financial information regarding the Target Fund and the Acquiring Fund. The financial statements therein, and, in the case of the Annual Reports, the report of independent accountants therein, are incorporated herein by reference.

Pro Forma Financial Information

The unaudited pro forma information provided herein should be read in conjunction with the Aberdeen Global Equity Fund’s annual report dated October 31, 2010 and the Aberdeen Global Financial Services Fund’s annual report dated October 31, 2010 (the “Funds”), each of which is on file with the SEC and is available at no charge.

The unaudited pro forma information set forth below for the period ended October 31, 2010 is intended to present ratios and supplemental data as if the reorganization of Aberdeen Global Financial Services Fund into Aberdeen Global Equity Fund occurred on November 1, 2009. The Aberdeen Global Equity Fund, following completion of the reorganization is referred to as the “Combined Portfolio.” The Aberdeen Global Equity Fund will be the accounting and performance survivor of the Reorganization.

AAMI receives for its services to the Aberdeen Global Financial Services Fund monthly compensation at the annual rate of 0.90% of the average daily net assets of the Portfolio. AAMI receives for its services to the Aberdeen Global Equity Fund monthly compensation at the annual rate of 0.90%. AAMI contractually waived fees and/or reimbursed expenses for the Aberdeen Global Financial Services Fund so that the total net expense ratios for Class A, Class C, Class R, Institutional Service Class and Institutional Class shares did not exceed 1.56%, 2.19%, 1.72%, 1.19% and 1.19%, respectively. AAMI contractually waived fees and/or reimbursed expenses for the Aberdeen Global Equity Fund so that the total net expense ratios for Class A, Class C, Class R and Institutional Class did not exceed 1.61%, 2.32%, 1.82% and 1.32%, respectively. After the reorganization, the Aberdeen Global Equity Fund will lower its operating expense cap from 1.32% to 1.19%.

As of October 31, 2010, the net assets of: (i) the Aberdeen Global Financial Services Fund were $34,839,954; and (ii) the Aberdeen Global Equity Fund were $36,293,030. The net assets of the Combined Portfolio as of October 31, 2010 would have been $71,132,984.

On a pro forma basis for the year ended October 31, 2010, the Reorganization would not have resulted in a change in the management fees paid by the Combined Portfolio, and a decrease in other operating expenses for the Combined Portfolio of $100,000, resulting in a $0.02 per share expense decrease.

No significant accounting policies will change as a result of the proposed reorganization, specifically, policies regarding valuation of portfolio securities, or compliance with Subchapter M of the Internal Revenue Code of 1986, as amended.

Any capital gains recognized from the sale of securities by the Aberdeen Global Financial Services Fund on a net basis prior to the closing of the Reorganization will be distributed, if required, to the shareholders of the Aberdeen Global Financial Services Fund shortly prior to the closing as capital gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale, and such distributions, if any, would be taxable to tax-paying shareholders. Any capital gains recognized in sales of securities on a net basis following the closing of the Reorganization will be distributed, if required, to the Combined Portfolio’s shareholders as capital gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale, and such distributions will be taxable to tax-paying shareholders. As of fiscal year end October 31, 2010, the Aberdeen Global Financial Services Fund had unused capital loss carryforwards of approximately $31,275,732.

The Combined Portfolio will succeed to the capital loss carryforwards, if any, of the Aberdeen Global Equity Fund and the Aberdeen Global Financial Services Fund, subject to the limitations described below. The Aberdeen Global Financial Services Fund has capital loss carryforwards that, in the absence of the applicable Reorganization, would generally be available to offset its respective capital gains. As a result of the Reorganization, the Aberdeen Global Financial Services Fund is expected to undergo an “ownership change” for tax purposes (because the Aberdeen Global Financial Services Fund is smaller than the Aberdeen Global Equity Fund), and, accordingly, the capital loss carryforwards and certain built-in losses, if any, of the Aberdeen Global Financial Services Fund will be subject to the loss limitation rules of the Code. The Code limits the amount of pre-ownership change losses that may be used to offset post-ownership change gains to a specific annual loss limitation amount (generally, the product of the net asset value of the entity undergoing the ownership change and a rate established by the IRS). Subject to certain limitations, which may be material, any unused portion of these losses may be available to the Combined Portfolio in subsequent years, subject to an overall eight-year capital loss carryforward limit for losses generated in taxable years beginning before December 31, 2010, as measured from the date of recognition.In addition, for five years beginning after the reorganizations, the Combined Portfolio will not be allowed to offset certain pre-Reorganization built-in gains attributable to one Portfolio with capital loss carryforwards and certain built-in losses attributable to another Portfolio. The Aberdeen Global Financial Services Fund had capital loss carryforwards as of October 31, 2010 of approximately $9,951,545 and $21,324,187 that expire in 2016 and 2017, respectively. The Aberdeen Global Equity Fund had capital loss carryforwards as of October 31, 2010 of approximately $12,130,360 and $10,277,121 that expire in 2016 and 2017, respectively. Capital loss carryforwards generated during taxable years beginning after the Reorganization will not be subject to expiration.

The Reorganizations are expected to be tax-free for federal income tax purposes. This means that no gain or loss will be recognized by the Funds or their shareholders as a result of the relevant reorganization. The aggregate tax basis of the Aberdeen Global Equity Fund shares received by the shareholders of the Aberdeen Global Financial Services Fund will be the same as the aggregate tax basis of the Aberdeen Global Financial Services Fund shares held immediately before the Reorganization.

AAMI or its affiliates will pay the expenses incurred in connection with the preparation of the Combined Prospectus/Proxy Statement, including all direct and indirect expenses and out-of-pocket costs, other than any transaction costs relating to the sale of portfolio securities prior to or after the Reorganization as described above. The total expenses incurred in connection with the Reorganizations are estimated to be approximately $XXX,XXX.

Legal estimate: $

Print/mail estimate: $

Audit/Tax estimate: $5,000 (per KPMG)

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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 adviser, sub-advisers, administrator, principal underwriter, custodian, sub-administrator and transfer agent are provided in: (1) Section 7(b) of the Investment Advisory Agreement between the Registrant and Aberdeen Asset Management, Inc. (“AAMI”) (2) Section 10(b) of the Sub-Advisory Agreements among the Registrant, AAMI and each of the following sub-advisers; (a) Aberdeen Asset Management Asia Limited and (b) Aberdeen Asset Management Investment Services Limited; (3) Section 9(a) and (b) of the Underwriting Agreement between the Registrant and Aberdeen Fund Distributors, LLC; (4) Section 8 of the Sub-Administration Agreement between the Registrant and State Street Bank and Trust Company; (5) Section 17 of the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company; and (6) Section 8.2 of the Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. 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.

Item 16. Exhibits

1. (a) Amended and Restated Agreement and Declaration of Trust of Registrant is incorporated by reference to Exhibit No. EX-99.a.1. of Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A filed on August 25, 2008 (Accession Number 0001386893-08-000050) (“Post-Effective Amendment No. 3”).

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(i) Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust of Registrant is incorporated by reference to Exhibit No. EX-99.a.1.a. of Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-1A filed on June 23, 2008 (Accession Number 0001193125-08-138324) (“Post Effective Amendment No. 2”).

(ii) Certificate of Establishment and Designation of Additional Series and Share Classes of Aberdeen Funds establishing the Aberdeen Core Plus Income Fund is incorporated by reference to Exhibit No. EX-99.a.1.b. of Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-1A filed on November 6, 2008 (Accession Number 0001421877-08-000264) (“Post-Effective Amendment No. 5”).

(iii) Certificate of Establishment and Designation of Additional Series and Share Classes of Aberdeen Funds establishing the Aberdeen Global Fixed Income Fund, Aberdeen Global Small Cap Fund, Aberdeen International Focus Fund, Aberdeen International Focus Portfolio and Aberdeen Asia Bond Fund is incorporated by reference to Exhibit No. EX-99.a.1.c. of Post-Effective Amendment No. 11 to the Registrant’s Registration Statement on Form N-1A filed on April 22, 2009 (Accession Number 0001104659-09-025445) (“Post-Effective Amendment No. 11”).

(iv) Certificate of Establishment and Designation of Additional Series and Share Class of Aberdeen Funds establishing the Aberdeen Emerging Markets Institutional Fund is incorporated by reference to Exhibit No. EX-99.a.1.d. of Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on July 20, 2009 (Accession Number 0001104659-09-043743) (“Post-Effective Amendment No. 14”).

(v) Certificate of Establishment and Designation of Additional Series and Share Classes of Aberdeen Funds establishing the Aberdeen Asia-Pacific (ex-Japan) Institutional Fund and Institutional Service Class for each of the Aberdeen International Equity Institutional Fund, Aberdeen Asia Bond Institutional Fund and Aberdeen Emerging Markets Institutional Fund is incorporated by reference to Exhibit No. EX-99.a.1.e. of Post-Effective Amendment No. 19 to the Registrant’s Registration Statement on Form N-1A filed on October 28, 2009 (Accession Number 0001135428-09-000523) (“Post-Effective Amendment No. 19”).

(vi) Certificate of Establishment and Designation of Additional Series and Share Classes of Aberdeen Funds establishing the Aberdeen Emerging Markets Debt Local Currency Fund, Aberdeen Global High Yield Bond Fund and Aberdeen Ultra-Short Duration Bond Fund is incorporated by reference to Exhibit EX-99.a.1.f. of Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A filed on October 4, 2010 (Accession Number 0001104659-10-051121) (“Post-Effective Amendment No. 28”).

(vii) Certificate of Establishment and Designation of Additional Series and Share Classes of Aberdeen Funds establishing the Aberdeen U.S. Equity I Fund and Aberdeen U.S. Equity II Fund is incorporated by reference to Exhibit No. EX-99.a.1.g. of Post-Effective Amendment No. 39 to the Registrant’s Registration Statement on Form N-1A filed on August 12, 2011 (Accession Number 0001104659-11-046544) (“Post-Effective Amendment No. 39”).

(b) Certificate of Trust of Registrant, as filed with the Office of the Secretary of State of the State of Delaware on September 27, 2007, is incorporated by reference to the Registrant’s initial Registration Statement on Form N-1A filed on October 12, 2007 (Accession Number 0001137439-07-000471).

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2. Amended and Restated By-Laws of Registrant are incorporated by reference to Pre-effective Amendment No. 1 to the Registrant’s initial Registration Statement on Form N-1A filed on January 18, 2008 (Accession Number 0001386893-08-000026).

3. Not Applicable.

4. Agreement and Plan of Reorganization attached as Exhibit A to the Proxy Statement/Prospectus and incorporated herein by reference.

5. (a) See Article III, “Shares,” and Article V, “Shareholders’ Voting Powers and Meetings,” of Registrant’s Amended and Restated Agreement and Declaration of Trust.

(b) See Article II, “Meetings of Shareholders,” of Registrant’s Amended and Restated By-Laws.

6. (a) Investment Advisory Agreement between Registrant and AAMI is incorporated by reference to Exhibit No. EX-99.d.1. of Post-Effective Amendment No. 2 filed on June 23, 2008.

(i) Schedule A to the Investment Advisory Agreement between Registrant and AAMI is incorporated by reference to Exhibit No. EX-99.d.1.a. of Post-Effective Amendment No. 38 filed on June 10, 2011 (Accession Number 0001104659-11-034176).

(b) Subadvisory Agreement between AAMI and Aberdeen Asset Management Investment Services Limited is incorporated by reference to Exhibit No. EX-99.d.4. of Post-Effective Amendment No. 28 filed on October 4, 2010.

(c) Subadvisory Agreement between AAMI and Aberdeen Asset Management Asia Limited is incorporated by reference to Exhibit No. EX-99.d.3. of Post-Effective Amendment No. 28 filed on October 4, 2010.

7. (a) Underwriting Agreement between Registrant and Aberdeen Fund Distributors, LLC is incorporated by reference to Exhibit No. EX-99.e.1. of Post-Effective Amendment No. 2 filed on June 23, 2008.

(i) Schedule A to the Underwriting Agreement between Registrant and Aberdeen Fund Distributors is incorporated by reference to Exhibit No. EX-99.e.1.a. of Post-Effective Amendment No. 39 filed on August 12, 2011.

(b) Form of Dealer Agreement is incorporated by reference to Exhibit No. EX-99.e.2. of Post-Effective Amendment No. 2 filed on June 23, 2008.

8. Not Applicable.

9. (a) Master Custodian Agreement between Registrant and State Street Bank and Trust Company is incorporated by reference to Exhibit No. EX-99.g. of Post-Effective Amendment No. 26 filed on July 12, 2010 (Accession No. 001104659-10-037599) (“Post-Effective Amendment No. 26”).

(i) Appendix A to the Master Custodian Agreement between Registrant and State Street Bank and Trust Company is incorporated by reference to Exhibit No. EX-99.g.1.a. of Post-Effective Amendment No. 39 filed on August 12, 2011.

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10. (a) Distribution Plan is incorporated by reference to Exhibit No. EX-99.m. of Post-Effective Amendment No. 39 filed on August 12, 2011.

(b) Rule 18f-3 Plan is incorporated by reference to Exhibit No. EX-99.n. of Post-Effective Amendment No. 39 filed on August 12, 2011.

11. Opinion and Consent of Counsel that shares will be validly issued, fully paid and non-assessable (Stradley Ronon Stevens & Young, LLP) is filed herewith.

12. Opinion of Willkie Farr & Gallagher LLP with respect to tax matters will be filed by post-effective amendment pursuant to an undertaking.

13. (a) Fund Administration Agreement between Registrant and AAMI is incorporated by reference to Exhibit No. EX-99.h.1. of Post-Effective Amendment No. 2 filed on June 23, 2008.

(i) Exhibit B to the Fund Administration Agreement between Registrant and AAMI is incorporated by reference to Exhibit No. EX-99.h.1.a. of Post-Effective Amendment No. 39 filed on August 12, 2011.

(b) Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. to be filed by amendment.

(i) Amended Schedule A to the Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. is incorporated by reference to Exhibit No. EX-99.h.2.a. of Post-Effective Amendment No. 39 filed on August 12, 2011.

(c) Sub-Administration Agreement between AAMI and State Street Bank and Trust Company is incorporated by reference to Exhibit EX-99.h.3 of Post-Effective Amendment No. 26.

(i) Additional Funds Letter and Updated Schedule A to the Sub-Administration Agreement between AAMI and State Street Bank and Trust Company is incorporated by reference to Exhibit No. EX-99.h.3.a. of Post-Effective Amendment No. 39 filed on August 12, 2011.

(d) Administrative Services Plan is incorporated by reference to Exhibit No. EX-99.h.4. of Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A filed on February 6, 2009 (Accession Number 0001386893-09-000028) (“Post Effective Amendment No. 8”).

(i) Exhibit A to the Administrative Services Plan is incorporated by reference to Exhibit No. EX-99.h.4.a. of Post-Effective Amendment No. 39 filed on August 12, 2011.

(e) Form of Servicing Agreement is incorporated by reference to Exhibit No. EX-99.h.5. of Post-Effective Amendment No. 2 filed on June 23, 2008.

(f) Amended and Restated Expense Limitation Agreement is incorporated by reference to Exhibit—99.h.6. of Post-Effective Amendment No. 32 on December 7, 2010. (Accession Number 0001104659-11-011030).

14. Consent of KPMG LLP, independent registered public accounting firm, is filed herewith.

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15. Not Applicable.

16. (a) Power of Attorney with respect to the Trust for Gary Marshall and Andrea Melia is filed herewith.

(b) Power of Attorney with respect to the Trust for P. Gerald Malone, Richard H. McCoy, Peter D. Sacks, John T. Sheehy, Warren C. Smith, John F. Solan and Martin Gilbert is filed herewith.

17. (a) Form of Proxy Card to be filed by amendment.

(b) Aberdeen Funds Prospectus and Statement of Additional Information dated February 28, 2011, supplemented, with respect to Aberdeen Global Financial Services Fund and Global Equity Fund (previously filed on EDGAR, Accession No. 0001104659-11-011030).

(c) Summary Prospectuses, with respect to Aberdeen Global Financial Services Fund dated February 28, 2011, as amended July 1, 2011 (previously filed on EDGAR, Accession No. 0001104659-11-037577) and Global Equity Fund dated February 28, 2011 (previously filed on EDGAR, Accession No. 0001104659-11-011059)

(d) The audited financial statements and related report of the independent public accounting firm included in the Aberdeen Funds Annual Report to Shareholders for the fiscal year ended October 31, 2010, with respect to Aberdeen Global Financial Services Fund and Global Equity Fund (previously filed on EDGAR, Accession No. 0001193125-11-003704).

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.

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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 20th day of September, 2011.

	Aberdeen Funds
	Registrant


	By:	Gary Marshall(1)
		Gary Marshall
		President of Aberdeen Funds

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date

Gary Marshall(1)	President and Chief Executive Officer	September 20, 2011
Gary Marshall

Andrea Melia(1)	Treasurer, Chief Financial Officer	September 20, 2011
Andrea Melia	And Principal Accounting Officer

P. Gerald Malone(1)	Chairman of the Board	September 20, 2011
P. Gerald Malone

Richard H. McCoy(1)	Trustee	September 20, 2011
Richard H. McCoy

Peter D. Sacks (1)	Trustee	September 20, 2011
Peter D. Sacks

John T. Sheehy (1)	Trustee	September 20, 2011
John T. Sheehy

Warren C. Smith(1)	Trustee	September 20, 2011
Warren C. Smith

Jack Solan(1)	Trustee	September 20, 2011
John Solan

Martin Gilbert(1)	Trustee	September 20, 2011
Martin Gilbert

By:	/s/ Lucia Sitar	September 20, 2011
	Lucia Sitar
	Attorney In Fact

(1) Pursuant to a power of attorney filed herewith.

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		Office of Consumer Affairs and Information Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 (duplicating fee required)

By E-mail:		publicinfo@sec.gov (duplicating fee required)

By Internet:		www.sec.gov

ABEREEN FUNDS
For and on Behalf of
ABERDEEN GLOBAL FINANCIAL SERVICES FUND and ABERDEEN GLOBAL EQUITY FUND

By:
	Name:
	Title:

Attestation By:
		Name:
		Title:

ABERDEEN ASSET MANAGEMENT INC.

By:
	Name:
	Title:

Attestation By:
		Name:
		Title:

	Stradley Ronon Stevens & Young, LLP
	Suite 2600
	2005 Market Street
	Philadelphia, PA 19103-7018
	Telephone 215.564.8000
	Fax 215.564.8120
	www.stradley.com

	Very truly yours,

	Stradley Ronon Stevens & Young, LLP


	By:	/s/ Kenneth L. Greenberg
		Kenneth L. Greenberg, Esq., a Partner


Gary Marshall
President and Chief Executive Officer
Aberdeen Global Financial Services Fund,
a series of Aberdeen Funds

Who can vote to approve the Proposal?	47

How do I ensure my vote is accurately recorded?	48

May I revoke my proxy?	48

What other matters will be voted upon at the Meeting?	48

What other solicitations will be made?	48

How do I submit a shareholder proposal?	49

PRINCIPAL HOLDERS OF SHARES	49

MORE INFORMATION ABOUT THE FUNDS	49

Additional Information About the Global Financial Services Fund and Global Equity Fund	B-2

Financial Statements	B-2

Pro Forma Financial Information	B-2

Exhibit No.		Description

11			Opinion and Consent of Counsel that shares will be validly issued, fully paid and non-assessable (Stradley Ronon Stevens & Young, LLP)

14		—	Consent of KPMG LLP, independent registered public accounting firm.

16	(a)	—	Power of Attorney with respect to the Trust for Gary Marshall and Andrea Melia.

	(b)		Power of Attorney with respect to the Trust for P. Gerald Malone, Richard H. McCoy, Peter D. Sacks, John T. Sheehy, Warren C. Smith, John F. Solan and Martin Gilbert.

	(c)		Board Resolution for Power of Attorney

Acquired Fund		Acquiring Fund

Aberdeen Global Financial Services Fund		Aberdeen Global Equity Fund
Class A		Class A
Class C		Class C
Class R		Class R
Institutional Class		Institutional Class
Institutional Service Class		Institutional Service Class

	/s/ Gary Marshall
	Gary Marshall, President and Chief Executive Officer


	/s/ Andrea Melia
	Andrea Melia, Treasurer and Chief Financial Officer

	/s/ Alan Goodson
	Alan Goodson


	/s/ Megan Kennedy
	Megan Kennedy


	/s/ Jennifer Nichols
	Jennifer Nichols


	/s/ Lucia Sitar
	Lucia Sitar


	/s/ Tim Sullivan
	Tim Sullivan

/s/ P. Gerald Malone		/s/ Warren C. Smith
P. Gerald Malone, Trustee		Warren C. Smith, Trustee

/s/ Richard H. McCoy		/s/ John F. Solan
Richard H. McCoy, Trustee		Jack Solan, Trustee

/s/ Peter D. Sacks		/s/ Martin Gilbert
Peter D. Sacks, Trustee		Martin Gilbert, Trustee

/s/ John T. Sheehy
John T. Sheehy, Trustee

cc:	Rose F. DiMartino, Esq., Willkie Farr & Gallagher, LLP
	Elliot J. Gluck, Esq., Willkie Farr & Gallagher, LLP