Exhibit 1.1
Execution Version
ABERDEEN INCOME CREDIT STRATEGIES FUND
1,600,000 Shares of 5.250% Series A Perpetual
Preferred Shares
Par Value $0.001 Per Share
UNDERWRITING AGREEMENT
May 3, 2021
UNDERWRITING
AGREEMENT
May 3, 2021
UBS Securities LLC
c/o UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
Ladies and Gentlemen:
Aberdeen Income Credit Strategies Fund, a statutory
trust organized under the laws of the State of Delaware (the “Fund”), proposes to issue and sell to the underwriters
named in Schedule A annexed hereto (the “Underwriters,” which term shall include one underwriter acting as sole
Underwriter or as a member of an underwriting syndicate, as well as any Underwriter substituted pursuant to Section 8 hereof) an
aggregate of 1,600,000 preferred shares of beneficial interest (the “Shares”), par value $0.001 per share (the “Preferred
Shares”), of the Fund. The Preferred Shares will be authorized by, and subject to the terms and conditions of, the Fund’s
Amended and Restated Agreement and Declaration of Trust, dated as of December 9, 2010 (as amended through the date hereof, the “Declaration
of Trust”) and the Fund’s Statement of Preferences of Perpetual Preferred Shares, dated May 3, 2021, as supplemented
by Appendix A thereto (the “Statement of Preferences”). UBS Securities LLC (the “Representative”)
will act as representative for the Underwriters in connection with the issuance and sale of the Shares.
The Fund has filed, in accordance with the provisions
of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Securities
Act”), and with the provisions of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder
(collectively called the “Investment Company Act”), with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form N-2 (File Nos. 333-253698 and 811-22485) (the “Initial Registration Statement”),
including a base prospectus and a statement of additional information, relating to the Shares and other securities of the Fund. The Initial
Registration Statement was initially declared effective by the Commission on April 27, 2021. In addition, the Fund has filed a Notification
of Registration on Form N-8A (the “Notification”) pursuant to Section 8 of the Investment Company Act.
Except where the context otherwise requires, “Base
Prospectus,” as used herein, means the prospectus dated April 27, 2021 (including the statement of additional information
and all documents incorporated therein by reference), included in the Initial Registration Statement.
Except where the context otherwise requires, “Preliminary
Prospectus,” as used herein, means the Base Prospectus and the preliminary prospectus supplement, dated April 28, 2021
(including the statement of additional information and all documents incorporated
therein by reference) that was used prior to the execution and delivery of this Underwriting Agreement and filed with the Commission
by the Fund with the consent of the Representative on behalf of the Underwriters, pursuant to Rule 424(b) under the Securities
Act.
Except where the context otherwise requires, “Registration
Statement,” as used herein, means the Initial Registration Statement, as amended at the time of such registration statement’s
effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the respective Underwriters (the “Effective
Time”), including (i) all documents filed as a part thereof or incorporated by reference therein, and (ii) any information
contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed
to be part of the registration statement at the Effective Time pursuant to Rule 430B under the Securities Act.
Except where the context otherwise requires, “Prospectus,”
as used herein, means the Base Prospectus and the final prospectus supplement (including the statement of additional information and all
documents incorporated therein by reference) as filed by the Fund with the Commission pursuant to Rule 424(b) under the Securities
Act.
“Issuer Free Writing Prospectus”
means any “written communication” (as defined in Rule 405 under the 1933 Act) that constitutes an offer to sell or solicitation
of an offer to buy the Shares, a copy of which shall be attached as Schedule B hereto.
“Disclosure Package” means the
Preliminary Prospectus taken together with the Issuer Free Writing Prospectus.
“Sales Materials” means those
advertising materials, sales literature or other promotional materials or documents, if any, constituting an advertisement pursuant to
Rule 482 under the Securities Act authorized or prepared by the Fund or authorized or prepared on behalf of the Fund by the Investment
Adviser (as defined below) or any representative thereof for use in connection with the public offering or sale of the Shares, each of
which is listed in Schedule G hereto; provided, however, that Sales Materials do not include any slides, tapes or
other materials or documents that constitute a “written communication” (as defined in Rule 405 under the Securities Act)
used in connection with a “road show” (as defined in Rule 433 under the Securities Act) related to the offering of Shares
contemplated hereby (collectively, “Road Show Materials”).
“Applicable Time” means the
time as of which this Underwriting Agreement was entered into, which shall be 1:00 p.m. (New York City time) on the date of this
Underwriting Agreement (or such other time as is agreed to in writing by the Fund and the Representative on behalf of the Underwriters).
Aberdeen Asset Managers Limited, a Scottish corporation
(the “Investment Adviser”), acts as the Fund’s investment adviser pursuant to an Investment Advisory Agreement
by and between the Fund and the Investment Adviser, dated as of December 1, 2017 (the “Investment Advisory Agreement”).
Aberdeen Standard Investments Inc., a Delaware corporation (the “Sub-Adviser,” and together with the Investment Adviser,
the “Advisers”) acts as the Fund’s investment sub-adviser pursuant to a Sub-Advisory Agreement among the Fund,
the Investment Adviser and the Sub-Adviser, dated as of December 1, 2017 (the “Sub-Advisory Agreement”). State
Street Bank and Trust Company acts as the custodian (the “Custodian”) of the Fund’s cash and portfolio assets
pursuant to the Amended and Restated Master Custodian Agreement, dated as of June 1, 2010 as amended on January 29, 2014, March 5,
2014, June 1, 2015 and December 1, 2017 (the “Custody Agreement”). Computershare Trust Company, N.A. and
Computershare Inc. acts as the Fund’s transfer agent, registrar, and dividend disbursing agent (the “Transfer Agent”)
pursuant to the Transfer Agency and Services Agreement, dated as of July 23, 2010 and as amended through the date hereof (the “Transfer
Agency Agreement”). Aberdeen Asset Management Inc., a Delaware corporation, acts as the Fund’s administrator (the “Administrator”)
pursuant to the Amended and Restated Administration Agreement dated December 1, 2017 (the “Administration Agreement”).
The Administrator acts as the Fund’s investor relations service provider pursuant to the Amended and Restated Investor Relations
Services Agreement, dated September 5, 2018 and Schedule A as amended through the date hereof (the “Investor Relations
Agreement”). The Fund and the Investment Adviser have entered into an Expense Reimbursement Letter Agreement, dated April 26,
2021 (the “Expense Agreement”). The Fund, BNP Paribas, as administrative agent, and BNP Paribas Securities Corp, as
sole lead arranger and sole book manager, have entered into a Credit Agreement, dated November 30, 2018, as amended from time to
time (the “Credit Agreement”). The Fund and Avenue Capital Management II, L.P. entered into a Subscription Agreement
dated as of December 13, 2010 (the “Subscription Agreement”).
As used in this Underwriting Agreement, “business
day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading. The terms “herein,”
“hereof,” “hereto,” “hereinafter” and similar terms, as used in this Underwriting Agreement, shall
in each case refer to this Underwriting Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision
of this Underwriting Agreement. The term “or,” as used herein, is not exclusive.
The Fund, the Investment Adviser, the Sub-Adviser
and the Underwriters agree as follows:
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1.
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Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set
forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase
from the Fund the aggregate number of Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each
case at a purchase price of $24.2125 per Share (the “Purchase Price”). The Fund is advised that the Underwriters intend
(i) to make a public offering of their respective portions of the Shares as soon after the Effective Time as is advisable and (ii) initially
to offer the Shares upon the terms set forth in the Prospectus.
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2.
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Payment and Delivery. Payment of the Purchase Price for the Shares shall be made by the Underwriters to the Fund by Federal
Funds wire transfer, against delivery of the Shares to the Representative through the facilities of the Depository Trust Company for the
respective accounts of the Underwriters. Such payment and delivery shall be made at a time mutually agreed upon by the parties on the
fifth business day following the date of this Underwriting Agreement (unless another date shall be agreed to by the Fund and the Representative
on behalf of the Underwriters). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing
Time.” The Shares will not be certificated.
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3.
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Representations and Warranties of the Fund, the Investment Adviser and the Sub-Adviser. Each of the Fund, the Investment Adviser
and the Sub-Adviser jointly and severally represents and warrants to each Underwriter as of the date of this Underwriting Agreement, as
of the Applicable Time and as of the Closing Time as follows:
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(a)
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(i) (A) The Registration Statement became effective under the Securities Act on April 27, 2021; and (B) no stop
order of the Commission preventing or suspending the use of any Preliminary Prospectus or Sales Materials or of the Prospectus or the
effectiveness of the Registration Statement has been issued, no revocation of registration has been issued and no proceedings for such
purpose have been instituted or, to the knowledge of the Fund or the Advisers, are contemplated by the Commission;
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(ii) (A) The
Registration Statement complied at the Effective Time, complies as of the date hereof and will comply, as amended or supplemented, at
the Closing Time, and at each and any time of a sale of Shares by an Underwriter during the period in which a prospectus is required by
the Securities Act to be delivered in connection with any sale of Shares, in each case in all material respects, with the requirements
of the Securities Act and the Investment Company Act; (B) the Preliminary Prospectus and the Prospectus complied or will comply,
at the time it was or is filed with the Commission, and the Prospectus complies as of its date and will comply, as amended or supplemented,
at the Closing Time, and at each and any time of a sale of Shares by an Underwriter during the period in which a prospectus is required
by the Securities Act to be delivered in connection with any sale of Shares, in each case in all material respects, with the requirements
of the Securities Act (including, without limitation, Section 10(a) of the Securities Act) and the Investment Company Act; and
(C) each of the Sales Materials complied, at the time it was first used in connection with the public offering of the Shares, and
complies as of the date hereof, in each case in all material respects, with the requirements of the Securities Act (including, without
limitation, Rule 482 thereunder), the Investment Company Act and the applicable rules and interpretations of the Financial Industry
Regulatory Authority, Inc. (“FINRA”);
(iii) (A) (1) The
Registration Statement as of the Effective Time did not, (2) the Registration Statement (including any post-effective amendment thereto
declared or deemed to be effective by the Commission) as of the date hereof does not, and (3) the Registration Statement (including
any post-effective amendment thereto declared or deemed to be effective by the Commission), as of the Closing Time, will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading; (B) the Disclosure Package, as of the Applicable Time, did not, and each Prospectus, as of its date, at the
Closing Time, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading; (C) at no time during the period that
begins as of the Applicable Time and ends at the Closing Time did or will the Disclosure Package, as then amended or supplemented, contain
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; (D) at no time during the period that begins at the time each of the
Sales Materials was first used in connection with the public offering of the Shares and ends at the Applicable Time did any of the Sales
Materials (as materials deemed to be a prospectus under Section 10(b) of the Securities Act pursuant to Rule 482 under
the Securities Act), as then amended or supplemented, contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (E) at
no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission
and ends at the latest of the Closing Time and the end of the period during which a prospectus is required by the Securities Act to be
delivered in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that each of the Fund, the Investment Adviser and Sub-Adviser makes
no representation or warranty with respect to any statement contained in the Registration Statement, the Disclosure Package, the Sales
Materials or the Prospectus in reliance upon and in conformity with information concerning an Underwriter furnished in writing by or on
behalf of such Underwriter through the Representative to the Fund or the Investment Adviser on behalf of the Fund expressly for use in
the Registration Statement, the Disclosure Package, the Sales Materials or the Prospectus, it being understood and agreed that the only
such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(f) hereof,
and provided, further that if any event occurs during any of the periods referred to in clauses (C), (D) or (E) of this Section 3(a)(iii) as
a result of which it is necessary to amend or supplement the Disclosure Package, the Sales Materials or the Prospectus, as applicable,
in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Disclosure
Package, the Sales Materials or the Prospectus, as applicable, is amended or supplemented in connection therewith in accordance with Section 5(d) of
this Underwriting Agreement, such amendment or supplement shall be deemed, for purposes of clauses (C), (D) or (E) of this Section 3(a)(iii),
to have been made contemporaneously with the occurrence of such event.
(iv) The
documents incorporated by reference in each of the Registration Statement, the Preliminary Prospectus and the Prospectus, when they became
effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities
Act, Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange
Act”), as applicable, and the Investment Company Act, and none of such documents contained any untrue statement of a material
fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Preliminary
Prospectus or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform
in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Investment Company Act
and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
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(b)
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The Fund (i) has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State
of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business and
other activities conducted by it as described in the Registration Statement, the Preliminary Prospectus and the Prospectus; (iii) is
duly licensed and qualified to do business and is in good standing in each jurisdiction where it owns or leases property or in which the
conduct of its business or other activity requires such qualification; (iv) owns, possesses or has obtained and currently maintains
all governmental licenses, permits, consents, orders, approvals and other authorizations (collectively, the “Licenses and Permits”),
whether foreign or domestic, necessary to carry on its business as contemplated in the Preliminary Prospectus and the Prospectus; (v) has
no subsidiaries; and (vi) has made all necessary filings required under any applicable federal, state, local or foreign law, regulation
or rule, except in the case of (iii), (iv) and (vi) to the extent that the failure to be so qualified or be in good standing,
maintain such Licenses and Permits or make such filings (x) could not reasonably be expected to have a material adverse effect upon
the Fund’s performance of this Underwriting Agreement or the consummation of any of the transactions herein contemplated or (y) could
not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business prospects, management,
properties, net assets or results of operations of the Fund, whether or not arising in the ordinary course of business (a “Fund
Material Adverse Effect”).
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(c)
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The capitalization of the Fund is as set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus (except
for issuances of Shares pursuant to this Underwriting Agreement). The Preferred Shares conform in all material respects to the description
of them in the Registration Statement, the Preliminary Prospectus and the Prospectus. The Shares to be sold by the Fund pursuant to this
Underwriting Agreement have been duly authorized for issuance and sale pursuant to this Underwriting Agreement and, when issued and delivered
to the Underwriters against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable. No person
is entitled to any preemptive or other similar rights with respect to the issuance and sale of the Shares pursuant to this Underwriting
Agreement.
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(d)
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The Fund is duly registered with the Commission under the Investment Company Act as a diversified, closed-end management investment
company; the provisions of the Fund’s Agreement and Declaration of Trust (as amended or restated through the date here, the “Declaration
of Trust”) and Bylaws (as amended or restated through the date hereof, the “Bylaws”) comply in all material
respects with the requirements of the Investment Company Act.
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(e)
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The Fund has full power and authority to enter into each of this Underwriting Agreement, the Investment Advisory Agreement, the Sub-Advisory
Agreement, the Custody Agreement, the Transfer Agency Agreement, the Subscription Agreement, the Administration Agreement, the Investor
Relations Agreement, the Expense Agreement and the Credit Agreement (collectively, the “Fund Agreements”), and to perform
all of the terms and provisions hereof and thereof to be carried out by it and (i) each Fund Agreement has been duly authorized,
executed and delivered by or on behalf of the Fund, (ii) each Fund Agreement complies with all applicable provisions of the Investment
Company Act and the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively called the
“Advisers Act”), as the case may be, and (iii) assuming due authorization, execution and delivery by the other
parties thereto, each of the Fund Agreements constitutes a legal, valid and binding obligation of the Fund enforceable in accordance with
its terms, subject to the qualification that the enforceability of the Fund’s obligations thereunder may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and similar laws relating to or affecting the rights and remedies of creditors
generally, whether statutory or decisional, and by general equitable principles (regardless of whether enforcement is sought in a proceeding
in equity or at law), and except as enforcement of rights to indemnity thereunder may be limited by federal or state securities.
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(f)
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None of (i) the execution, delivery and performance by the Fund of the Fund Agreements, (ii) the issuance and sale by the
Fund of the Shares as contemplated by this Underwriting Agreement, the Registration Statement, the Preliminary Prospectus, the Prospectus
or any of the Fund Agreements and (iii) the performance by the Fund of its obligations under any of the Fund Agreements or the consummation
by the Fund of the other transactions contemplated by the Fund Agreements (A) conflicts with or will conflict with, or results in
or will result in a breach or violation of the Declaration of Trust or Bylaws of the Fund, (B) conflicts with or will conflict with,
results in or will result in a breach or violation of, or constitutes or will constitute a default or an event of default under, or results
in or will result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Fund under the
Declaration of Trust and Bylaws, or the terms and provisions of any agreement, indenture, mortgage, loan agreement, note, insurance or
surety agreement, lease or other instrument to which the Fund is a party or by which it may be bound or to which any of the property or
assets of the Fund is subject or (C) results in or will result in any violation of any order, law, rule or regulation of any
court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the
Fund or having jurisdiction over the Fund’s properties, other than state securities or “blue sky” laws applicable in
connection with the offer or sale of the Shares in such state or jurisdiction by any Underwriter pursuant to this Underwriting Agreement, except
with respect to clauses (B) or (C), any conflict, breach, violation, default or lien that could not reasonably be expected to have either
(1) a material adverse effect on the Fund’s performance of this Underwriting Agreement or the consummation of any of
the transactions contemplated by this Underwriting Agreement or (2) a Fund Material Adverse
Effect.
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(g)
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The Fund is not currently in breach of, or in default under, any written agreement or instrument to which it is a party or by which
it or its property is bound or affected, except which breach or default could not reasonably be
expected to have either (1) a material adverse effect on the Fund’s performance of this Underwriting Agreement
or the consummation of any of the transactions contemplated by this Underwriting Agreement or (2) a
Fund Material Adverse Effect.
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(h)
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There are no material restrictions, limitations or regulations with respect to the ability of the Fund to invest the proceeds of the
offering in the manner described in the Registration Statement, the Preliminary Prospectus and the Prospectus, other than as described
therein.
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(i)
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No person has any right to the registration of any securities of the Fund because of the filing of the Registration Statement with
the Commission. No person has tag along rights or other similar rights to have any securities included in the transaction contemplated
by this Underwriting Agreement.
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(j)
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No consent, approval, authorization, notification or order of, or filing with, or the issuance of any license or permit by, any federal,
state, local or foreign court or governmental or regulatory agency, commission, board, authority or body or with any self-regulatory organization,
other non-governmental regulatory authority, securities exchange or association, whether foreign or domestic, is required by the Fund
for the consummation by the Fund of the transactions to be performed by the Fund or the performance by the Fund of all the terms and provisions
to be performed by or on behalf of it in each case as contemplated in the Fund Agreements, the Registration Statement, the Preliminary
Prospectus or the Prospectus, except such as (i) have been obtained and such as may be required (and shall be obtained prior to the
Closing Time) under the Securities Act, the Exchange Act, the Investment Company Act or the Advisers Act, (ii) may be required by
the NYSE, FINRA or under state securities or “blue sky” laws, in connection with the offer and sale of the Shares by the Underwriters
pursuant to this Underwriting Agreement and (iii) the failure to obtain could not reasonably
be expected to have either (1) a material adverse effect on the Fund’s performance of this Underwriting Agreement or
the consummation of any of the transactions contemplated by this Underwriting Agreement or (2) a
Fund Material Adverse Effect.
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(k)
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No transaction has occurred between or among the Fund and any of its officers, trustees, shareholders or affiliates or any affiliate
or affiliates of any such officer, trustee, shareholder or affiliate that is required to be described in the Registration Statement, the
Preliminary Prospectus and the Prospectus and is not so disclosed.
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(l)
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Neither the Fund nor any employee or agent of the Fund has made any payment of funds of the Fund or received or retained any funds,
which payment, receipt or retention of funds is a character required to be disclosed in the Registration Statement, the Preliminary Prospectus
or the Prospectus and is not so disclosed.
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(m)
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An application for listing of the Preferred Shares on the NYSE has been filed by the Fund.
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(n)
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The Shares conform to the provisions of the Statement of Preferences and the relative rights, preferences, interests and powers of
such Shares are set forth in the Statement of Preferences. The Statement of Preferences has been, or by the Closing Time will be, duly
authorized and executed by the Fund in compliance with the Delaware Statutory Trust Act. The Statement of Preferences is, or by the Closing
Time will be, in full force and effect.
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(o)
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KPMG LLP was engaged by the Fund to act as its independent registered public accounting firm in accordance with the Investment Company
Act. KPMG LLP, whose report appears in the Prospectus, is an independent registered public accounting firm with respect to the Fund as
required by the Investment Company Act, the Securities Act, the Exchange Act and the rules of the Public Company Accounting Oversight
Board.
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(p)
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The financial statements, including the statement of assets and liabilities, together with any related notes or schedules thereto,
included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus presents fairly in
all material respects the financial condition of the Fund as of the dates or for the periods indicated and said statements were prepared
in accordance with generally accepted accounting principles in the United States applied on a consistent basis, and complies in all material
respects with all applicable accounting requirements under the Securities Act, the Exchange Act and the Investment Company Act.
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(q)
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Since the date as of which information is given in the Registration Statement, the Preliminary Prospectus and the Prospectus, except
as otherwise stated therein, (i) there has been no Fund Material Adverse Effect; (ii) the Fund has not incurred any material
liabilities or obligations, direct or contingent, nor entered into any material transactions, other than in the ordinary course of business
or incident to its organization; (iii) there has been no dividend or distribution of any kind declared, paid or made on any class
of the Fund’s capital shares (other than ordinary customary dividends declared and payable after the Closing Time that have been
publicly announced); and (iv) the Fund has not incurred any long-term debt.
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(r)
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Except as otherwise set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, there is no action, suit,
claim, inquiry, investigation or proceeding affecting the Fund or to which the Fund is a party before or by any court, commission, regulatory
body, administrative agency or other governmental agency or body, whether foreign or domestic, now pending or, to the knowledge of the
Fund or an Adviser, as applicable, threatened against the Fund, except which, if adversely decided, could not reasonably be expected to
have either (1) a material adverse effect on the Fund’s performance of this Underwriting
Agreement or the consummation of any of the transactions contemplated by this Underwriting Agreement or (2) a
Fund Material Adverse Effect.
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(s)
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There are no contracts, franchises or other documents that are of a character required to be described in, or that are required to
be filed as exhibits to, the Registration Statement which are not described or filed as required by the Securities Act or the Investment
Company Act, as applicable.
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(t)
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The Fund’s common shares of beneficial interest are duly listed on the NYSE. The Fund has not received any notice from the NYSE
that it is not in compliance with the listing or maintenance requirements of the NYSE with respect to the common shares of beneficial
interest.
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(u)
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The Fund has not taken and will not take, directly or indirectly, any action designed or which might be reasonably expected to cause
or result in, or which will constitute, stabilization or manipulation of the price of the Shares in violation of applicable federal securities
laws.
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(v)
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The Fund has filed all tax returns that are required to be filed and has paid all taxes required to be paid by it and any other assessment,
fine or penalty levied against it, to the extent that any of the foregoing is due and payable. The charges, accruals and reserves on the
books of the Fund in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any
assessments or reassessments for additional tax for any years not finally determined. All material taxes which the Fund is required by
law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental authority
or agency or have been accrued, reserved against and entered on the books of the Fund.
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(w)
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The Fund has complied in all previous tax years, and intends to direct the investment of the proceeds of the offering of the Shares
in such a manner as to continue to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”), and qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the
Code.
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(x)
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Since commencing operations, the Fund has complied, and will direct the proceeds of the offering of the Shares in such a manner as
to continue to comply, with the asset coverage requirements of the Investment Company Act and applicable regulatory guidance that has
been issued in relation thereto.
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(y)
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The Fund has not distributed and, prior to the later to occur of the (i) date of the Closing Time and (ii) completion of
the distribution of the Shares, will not distribute any offering materials in connection with the public offering or sale of the Shares
other than the Registration Statement, the Preliminary Prospectus, the Issuer Free Writing Prospectus and the Prospectus.
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(z)
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There are no Sales Materials other than as set forth on Schedule G hereto. No Sales Materials or Road Show Materials authorized
or prepared by the Fund or authorized or prepared on behalf of the Fund by the Investment Adviser or any affiliate or representative thereof
for use in connection with the public offering or sale of the Shares contained or contains an untrue statement of a material fact or omitted
or omits to state a 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 misleading.
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(aa)
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No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of
the Investment Company Act. Except as disclosed in the Registration Statement, the Preliminary Prospectus and the Prospectus (or any amendment
or supplement to any of them), no trustee of the Fund is (i) an “interested person” (as defined in the Investment Company
Act) of the Fund or (ii) an “affiliated person” (as defined in the Investment Company Act) of any Underwriter listed
in Schedule A hereto; provided, however, that the Fund and the Advisers may rely on representations from such officers
and trustees in respect of the representation made in this Section 3(aa).
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(bb)
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There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision
thereof, required to be paid in connection with the execution and delivery of this Underwriting Agreement or the issuance by the Fund
or sale by the Fund of the Shares pursuant to this Underwriting Agreement.
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(cc)
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The Fund has (i) appointed a Chief Compliance Officer and (ii) adopted and implemented written policies and procedures reasonably
designed to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 under the Investment Company
Act) by the Fund, in a manner required by and consistent with Rule 38a-1 under the Investment Company Act and is in compliance in
all material respects with such Rule.
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(dd)
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Any statistical, demographic or market-related data included in the Registration Statement, the Preliminary Prospectus, the Prospectus,
the Sales Materials or the Road Show Materials are based on or derived from sources that the Fund or the Investment Adviser believes to
be reasonably reliable and accurate, and all such data included in the Registration Statement, the Preliminary Prospectus, the Prospectus,
the Sales Materials or the Road Show Materials accurately reflects the materials upon which it is based or from which it was derived,
and, to the extent required, the Fund has obtained the written consent to the use of such data from such sources.
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(ee)
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The Fund is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which it is engaged and which the Fund deems adequate; all policies of insurance insuring the Fund
or its business, assets, employees, officers and trustees, including the Fund’s trustees and officers errors and omissions insurance
policy and its fidelity bond required by Rule 17g-1 of the Investment Company Act, are in full force and effect; the Fund is in compliance
with the terms of such policy and fidelity bond; there are no claims by the Fund under any such policy or fidelity bond as to which any
insurance company is denying liability or defending under a reservation of rights clause; the Fund has not been refused any insurance
coverage sought or applied for; and the Fund has no reason to believe that it will not be able to renew its existing insurance coverage
and fidelity bond as and when such coverage and fidelity bond expires or to obtain similar coverage and fidelity bond from similar insurers
as may be necessary to continue its business.
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(ff)
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The Fund owns or possesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures),
trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary
to carry on the business operated by the Fund, except which the failure to own, possess or have the right to acquire, individually or
in the aggregate, could not reasonably be expected to have either (1) a material adverse
effect on the Fund’s performance of this Underwriting Agreement or the consummation of any of the transactions contemplated by this
Underwriting Agreement or (2) a Fund Material Adverse Effect; and the Fund has not received
any notice or is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual
Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of
the Fund, except for such infringement or conflict (if the subject of any unfavorable decision ruling or finding) or invalidity or inadequacy
as could not reasonably be expected to have either (1) a material adverse effect on
the Fund’s performance of this Underwriting Agreement or the consummation of any of the transactions contemplated by this Underwriting
Agreement or (2) a Fund Material Adverse Effect.
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(gg)
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The Fund maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and
(iv) the recorded accountability for assets is compared with existing assets through an asset reconciliation procedure or otherwise
at reasonable intervals and appropriate action is taken with respect to any differences.
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(hh)
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The Fund has established and maintains disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment
Company Act); such disclosure controls and procedures are designed to ensure that material information relating to the Fund is made known
to the Fund’s principal executive officer and its principal financial officer by others within the Fund, and such disclosure controls
and procedures are effective to perform the functions for which they were established; the Fund is not aware of any material weakness
in its internal controls over financial reporting since its inception.
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(ii)
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The Fund and its officers and trustees, in their capacities as such, are in compliance in all material respects with the applicable
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”).
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(jj)
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The Fund’s Board of Trustees has validly appointed an audit committee whose composition satisfies the requirements of Rules 303A.06
and 303A.07(a) of the NYSE Listed Company Manual (as modified by Rule 303A.00 of the NYSE Listed Company Mutual for closed-end
funds) and the Board of Trustees and/or the audit committee has adopted a charter that satisfies the applicable requirements of Rule 303A.07(b) of
the NYSE Listed Company Manual (as modified by Rule 303A.00 of the NYSE Listed Company Mutual for closed-end funds) .
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(kk)
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Neither the Fund nor, to the knowledge of the Fund or the Advisers, as applicable, any other person associated with or acting on behalf
of the Fund including, without limitation, any trustee, officer, agent or employee of the Fund, has directly or indirectly, while acting
on behalf of the Fund (i) used any funds of the Fund for unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign
or domestic political parties or campaigns from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”); or (iv) made any
other unlawful payment.
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(ll)
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The operations of the Fund are and have been conducted at all times in compliance in all material respects with applicable financial
recordkeeping and reporting requirements of the Bank Secrecy Act of 1970, as amended, the applicable money laundering statutes of all
applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Fund with respect to the
Money Laundering Laws is pending or, to the knowledge of the Fund or the Advisers, as applicable, threatened.
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(mm)
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Neither the Fund nor, to the knowledge of the Fund or the Advisers, as applicable, any trustee, officer, agent, employee or affiliate
of the Fund is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department
(“OFAC”) or other relevant sanctions authority; and the Fund will not directly or indirectly use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity,
for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
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In addition, any certificate signed by
any officer of the Fund or the Advisers and delivered to the Underwriters or counsel for the Underwriters in connection with the offering
of the Shares pursuant to this Underwriting Agreement shall be deemed to be a representation and warranty by the Fund or the Advisers
as to matters covered thereby, to each Underwriter.
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4.
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Representations and Warranties of the Investment Adviser and Sub-Adviser. Each of the Investment Adviser and Sub-Adviser jointly
and severally represents and warrants to each Underwriter as of the date of this Underwriting Agreement, as of the Applicable Time and
as of the Closing Time as follows:
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(a)
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The Adviser and Sub-Adviser have each been duly organized and are validly existing as a corporation, the Adviser under the laws of
Scotland and the Sub-Adviser under the laws of Delaware, and each has power and authority to own its properties and its assets and conduct
its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, currently maintains all Licenses
and Permits material to the conduct of its business and necessary to enable the Advisers to continue to supervise investments in securities
as contemplated in the Registration Statement, the Preliminary Prospectus and Prospectus, except to the extent that the failure to own,
possess or obtain and maintain such Licenses and Permits could not reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), business prospects, management, properties, net assets or results of operations of the Advisers, whether or
not arising from transactions in the ordinary course of business of the Advisers (an “Adviser Material Adverse Effect”).
Each Adviser is duly licensed and qualified to do business and is in good standing in each jurisdiction where it owns or leases real property
or in which the conduct of its business requires such qualification, except where the failure to be so licensed and qualified or be in
good standing would not have an Adviser Material Adverse Effect.
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(b)
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Each Adviser is (i) duly registered with the Commission as an investment adviser under the Advisers Act and (ii) not prohibited
by the Advisers Act or the Investment Company Act from acting as an investment adviser for the Fund as contemplated by the Investment
Advisory Agreement or the Sub-Advisory Agreement, as applicable, the Registration Statement, the Preliminary Prospectus and the Prospectus.
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(c)
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Since the respective dates as of which information is given in the Initial Registration Statement, the Preliminary Prospectus and
the Prospectus, except as otherwise stated therein, (A) there has been no Adviser Material Adverse Effect and (B) there have
been no transactions entered into by an Adviser which are material with respect to such Adviser other than those in the ordinary course
of its business as described in the Initial Registration Statement, the Preliminary Prospectus and the Prospectus or incident to its organization.
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(d)
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Each Adviser has the full power and authority to enter into each of this Underwriting Agreement and the Sub-Advisory Agreement, and
in the case of the Investment Adviser, the Investment Advisory Agreement, the Expense Agreement, the Administration Agreement and the
Investor Relations Agreement (collectively, the “Adviser Agreements”), and carry out all the terms and provisions hereof
and thereof to be carried out by it; and (i) each Adviser Agreement to which such Adviser is a party has been duly and validly authorized,
executed and delivered by such Adviser, (ii) the respective Adviser Agreements to which such Adviser is a party complies in material
respects with all applicable provisions of the Investment Company Act and the Advisers Act and (iii) assuming due authorization,
execution and delivery by the other parties thereto, each of the Adviser Agreements to which such Adviser is a party constitutes a legal,
valid and binding obligation of such Adviser enforceable in accordance with its terms, subject to the qualification that the enforceability
of such Adviser’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other laws of general applicability relating to or affecting creditors’ rights (whether statutory or decisional) and to general
principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), except as enforcement of
rights to indemnity and contribution hereunder may be limited by federal or state securities laws or principles of public policy.
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(e)
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Neither the execution, delivery, performance and consummation by each Adviser of its obligations under the Adviser Agreements to which
it is a party, nor the consummation of the transactions contemplated therein or in the Preliminary Prospectus, Prospectus or the Registration
Statement nor the fulfillment of the terms thereof will (A) conflict with or violate the articles of incorporation, by-laws or similar
organizational documents of such Adviser, (B) conflict with, result in a breach or violation of, or constitute a default or an event
of default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of such Adviser
under the terms and provisions of any indenture, mortgage, loan agreement, note, insurance or surety agreement, or any other material
lease, instrument or agreement to which such Adviser is a party or by which it may be bound or to which any of the property or assets
of such Adviser is subject or (C) result in any violation of any order, law, rule or regulation of any court, governmental agency
or body having jurisdiction over such Adviser or any of its properties, except in the case of clauses (B) or (C) above, where
such contravention does not or would not have an Adviser Material Adverse Effect.
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(f)
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No consent, approval, authorization, notification or order of, or filing with, or the issuance of any license or permit by, any federal,
state, local or foreign court or governmental or regulatory agency, commission, board, authority or body or with any self-regulatory organization,
other non-governmental regulatory authority, securities exchange or association, whether foreign or domestic, is required by such Adviser
for the consummation by such Adviser of the transactions to be performed by such Adviser or the performance by such Adviser of all the
terms and provisions to be performed by or on behalf of it in each case as contemplated in the Adviser Agreements to which such Adviser
is a party, the Registration Statement, the Preliminary Prospectus or the Prospectus, except (i) such as have been obtained and such
as may be required (and shall be obtained prior to the Closing Time) under the Securities Act, the Exchange Act, the Investment Company
Act or the Advisers Act, (ii) such as may be required by the NYSE, FINRA or under state securities or “blue sky” laws,
in connection with the purchase and distribution of the Shares by the Underwriters pursuant to this Underwriting Agreement or (iii) where
the failure to obtain such consent, approval, authorization, notification or order, or make such filing would not have an Adviser Material
Adverse Effect.
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(g)
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All information furnished by each Adviser including, without limitation, the description of such Adviser, for use in the Registration
Statement, the Preliminary Prospectus and Prospectus does not contain any untrue statement of a material fact or omit to state any material
fact necessary to make such information, in light of the circumstances under which such statements were made, not misleading.
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(h)
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Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, there is no pending or, to the best
of each Adviser’s knowledge, threatened action, suit or proceeding affecting such Adviser or to which such Adviser is a party before
or by any court or governmental agency, authority or body or any arbitrator, which would result in an Adviser Material Adverse Effect.
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(i)
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The Investment Adviser has not taken and will not take, directly or indirectly, any action designed or which might be reasonably expected
to cause or result in, or which will constitute, stabilization or manipulation of the price of the Shares in violation of applicable federal
securities laws.
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(j)
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In the event that the Fund or an Adviser has made available any Road Show Materials or promotional materials (other than the Sales
Materials) by means of an Internet web site or similar electronic means, such Adviser has installed and maintained pre-qualification and
password-protection or similar procedures which are designed and expected to effectively prohibit access to such Road Show Materials or
promotional materials by persons other than qualified broker-dealers and registered representatives thereof.
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(k)
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Each Adviser has adopted and implemented written policies and procedures under Rule 206(4)-7 under the Advisers Act reasonably
designed to prevent violation of the Advisers Act by such Adviser and its supervised persons.
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(l)
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Each Adviser maintains a system of internal controls sufficient to provide reasonable assurances that (i) transactions effectuated
by it under the Investment Advisory Agreement or Sub-Advisory Agreement, as applicable, are executed in accordance with its management’s
general or specific authorization; and (ii) access to the Fund’s assets is permitted only in accordance with its management’s
general or specific authorization.
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(m)
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Neither Adviser nor any other person associated with or acting on behalf of such Adviser including, without limitation, any trustee,
officer, agent or employee of the Adviser, has, directly or indirectly, while acting on behalf of the Adviser (i) used any corporate
funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful
payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate
funds; (iii) violated any provision of the FCPA; or (iv) made any other unlawful payment.
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(n)
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The operations of each Adviser have been conducted at all times in compliance with applicable Money Laundering Laws and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Adviser with respect
to the Money Laundering Laws is pending or, to the knowledge of such Adviser, threatened.
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(o)
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Neither each Adviser nor, to the knowledge of such Adviser, any member, director, trustee, officer, agent, employee or affiliate (as
defined in Rule 405 under the Securities Act) of such Adviser is currently subject to any U.S. sanctions administered by OFAC or
other relevant sanctions authority; and each Adviser will not direct the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC.
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In addition, any certificate signed by any officer of the
Investment Adviser or the Sub-Adviser and delivered to the Underwriters or counsel for the Underwriters in connection with the offering
of the Shares pursuant to this Underwriting Agreement shall be deemed to be a representation and warranty by the Investment Adviser or
the Sub-Adviser, as applicable, as to matters covered thereby, to each Underwriter.
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5.
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Agreements of the Parties. Each of the Fund, the Investment Adviser and the Sub-Adviser jointly and severally covenant and
agree with each Underwriter as follows:
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(a)
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If it is necessary for a post-effective amendment to the Registration Statement to be filed with the Commission and become effective
before the Shares may be sold, the Fund will use its best efforts to cause such post-effective amendment or such Registration Statement
to be filed and become effective as soon as possible, and the Fund will advise the Representative promptly and, if requested by the Representative,
will confirm such advice in writing, when such post-effective amendment or such Registration Statement has become effective. The Fund
will file a Prospectus containing the Rule 430B information pursuant to Rule 424(b) under the Securities Act as promptly
as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price
of the Shares or the date the Prospectus is first used after the Effective Time. The Fund will file any Issuer Free Writing Prospectus
to the extent required by Rule 433. The Fund will provide the Representative satisfactory evidence of such filings. The Fund will
not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission
after the later of (i) one year from the date of this Underwriting Agreement or (ii) the date on which distribution of the Shares
is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Representative
a reasonable time before its filing and the Representative has not objected to it in writing within a reasonable time after receiving
the copy. The Fund has given the Representative notice of any filings made pursuant to the Exchange Act within forty-eight hours prior
to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing pursuant to the Exchange
Act from the Applicable Time to the Closing Date and will furnish the Representative with copies of any such documents a reasonable amount
of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative
or counsel for the Underwriters shall object.
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(b)
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For the period of one year from the date hereof, the Fund will advise the Representative promptly (i) of the issuance by the
Commission of any order in respect of the Fund, or in respect of the Investment Adviser or the Sub-Adviser, which relates to the Fund
and could materially affect the ability of the Investment Adviser or the Sub-Adviser, as applicable, to perform its respective obligations
to the Fund, (ii) of the initiation or threatening in writing of any proceedings for, or receipt by the Fund of any written notice
with respect to, any suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission
suspending the effectiveness of the Registration Statement, (iii) of receipt by the Fund, or any representative or attorney of the
Fund, of any other communication from the Commission relating in any material way to the Fund, the Registration Statement, the Notification,
any Preliminary Prospectus, the Sales Materials, the Prospectus (or to any documents incorporated or deemed incorporated in any of the
foregoing or otherwise deemed to be a part thereof) or to the transactions contemplated by this Underwriting Agreement and (iv) the
issuance by any federal, state, local, or foreign court, or governmental or regulatory agency, commission, board, authority or body or
with any self-regulatory organization, administrative agency, other non-governmental regulatory authority, whether foreign or domestic,
of any order, ruling or decree, or the threat in writing to initiate any proceedings with respect thereto, regarding the Fund, which relates
in any way to the Fund or any material arrangements or proposed material arrangements involving the Fund. The Fund will use its best efforts
to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain
its lifting as soon as practicable.
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(c)
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If not delivered prior to the date of this Underwriting Agreement, the Fund will deliver to the Representative, upon request and without
charge, a signed copy of the Registration Statement and the Notification and of any amendments (except any post-effective amendment which
is filed with the Commission after the later of (i) one year from the date of this Underwriting Agreement or (ii) the date on
which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed
with any such document) and as many conformed copies of the Registration Statement and any amendments thereto (except any post-effective
amendment which is filed with the Commission after the later of (i) one year from the date of this Underwriting Agreement or (ii) the
date on which the distribution of the Shares is completed) (excluding exhibits) as the Representative may reasonably request.
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(d)
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During such period as a prospectus is required by law to be delivered by an underwriter or a dealer with respect to any sale of Shares,
the Fund will deliver, without charge, to the Representative, the Underwriters and any dealers, at such office or offices as the Representative
may designate, as many copies of the Prospectus and the Issuer Free Writing Prospectus as the Representative may reasonably request, and
if any event occurs during such period as a result of which it is necessary, in the opinion of counsel to the Underwriters or the Fund,
to amend or supplement the Prospectus, in order to make any statements of material fact therein, in light of the circumstances under which
they were made, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities
Act or the Investment Company Act, the Fund promptly will prepare, submit to the Representative, file with the Commission and deliver,
without charge, to the Underwriters and to dealers (whose names and addresses the Representative will furnish to the Fund) to whom Shares
may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that any statements
in such Prospectus, as so amended or supplemented, will not, in light of the circumstances under which they were made, contain an untrue
statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading and will comply with the Securities Act and the Investment Company Act; provided that if the amendment or supplement is
required exclusively as a result of a misstatement in or omission from the information provided to the Fund or the Investment Adviser
on behalf of the Fund in writing by an Underwriter expressly for use in the Prospectus, the Fund may deliver such amendment or supplement
to the Underwriters and dealers at a reasonable charge not to exceed the actual cost thereof to the Fund. Delivery by the Underwriters
of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof.
If at any time following issuance of the Issuer Free Writing Prospectus any event occurs as a result of which it is necessary, in the
opinion of counsel to the Underwriters or the Fund, to amend or supplement the Issuer Free Writing Prospectus, in order to make any statements
of material fact therein, in light of the circumstances under which they were made, not misleading the Fund promptly will prepare, submit
to the Representative, file with the Commission and deliver, without charge, to the Underwriters amendments or supplements to the Issuer
Free Writing Prospectus so that any statements in such Issuer Free Writing Prospectus, as so amended or supplemented, will not, in light
of the circumstances under which they were made, contain an untrue statement of material fact or omit to state a material fact required
to be stated therein.
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(e)
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The Fund will make generally available to holders of the Fund’s securities, as soon as practicable but in no event later than
the last day of the 18th full calendar month following the calendar quarter in which the date of the Effective Time falls, an earnings
statement, if applicable, satisfying the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the
option of the Fund, Rule 158 under the Securities Act.
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(f)
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The Fund will use its best efforts, in cooperation with the Underwriters, to qualify, the Shares for offering and sale, by notice
filings or otherwise and if and to the extent required, under the applicable securities laws of states of the United States, the District
of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands as the Representative may designate and to maintain such qualifications in
effect so long as required for the distribution of the Shares; provided, however, that the Fund shall not be obligated to
file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction
in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise
so subject.
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(g)
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The Fund, during the period when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172 of the
Securities Act, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission
pursuant to the Exchange Act within the time periods required by the Exchange Act.
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(h)
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The Fund shall pay all costs and expenses incident to the performance of the obligations of the Fund under this Underwriting Agreement,
including, but not limited to, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration
Statement and exhibits to it, each Preliminary Prospectus, the Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements
thereto, (ii) the issuance of the Shares and the preparation and delivery of certificates, if any, for the Shares, (iii) the
registration or qualification of the Shares for offer and sale under the securities or “blue sky” laws, including the reasonable
fees and disbursements, if any, of counsel for the Underwriters in that connection, and the preparation and printing of any preliminary
and supplemental “blue sky” memoranda, (iv) the furnishing (including costs of design, production, shipping and mailing)
to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the Sales Materials, the Prospectus,
and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (v) the
filing fees incident to the review by FINRA of the terms of the sale of the Shares and the Sales Materials, (vi) all transfer taxes,
if any, with respect to the sale and delivery of the Shares by the Fund to the Underwriters, (vii) the listing of the Shares on the
NYSE, (viii) the transfer agent for the Shares and (ix) the fees and disbursements of Underwriters’ counsel, not to exceed
$130,000; provided that (A) the Fund, the Investment Adviser, the Sub-Adviser and each Underwriter shall pay its own costs and expenses
relating to the attendance at any road show or other informational meeting relating to the Fund, (B) each Underwriter shall pay the
costs and expenses of any internal promotional or informational materials relating to the Fund, other than the Sales Materials, prepared
by such Underwriter in connection with the offering of the Shares, (C) the Underwriters shall pay the costs and expenses of any “tombstone”
announcements relating to the offering of the Shares and (D) except as expressly provided in this Section 5(h) or as otherwise
agreed in writing with the Investment Adviser, the Underwriters shall pay their own costs and expenses, including fees and disbursements
of their counsel.
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(i)
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If the transactions contemplated by this Underwriting Agreement are not consummated or as otherwise agreed in writing with the Investment
Adviser, except as otherwise provided herein, no party will be under any liability to any other party, except that (i) if this Underwriting
Agreement is terminated by (A) the Fund, the Investment Adviser or the Sub-Adviser pursuant to any of the provisions hereof (otherwise
than pursuant to Section 7 hereof) or (B) by the Representative or the Underwriters because of any inability, failure or refusal
on the part of the Fund, the Investment Adviser or the Sub-Adviser to comply with any terms of this Underwriting Agreement or because
any of the conditions in Section 6 are not satisfied, the Investment Adviser, the Sub-Adviser or such Adviser’s affiliates
and the Fund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements
and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares (provided,
however, that the Fund, the Investment Adviser and the Sub-Adviser shall not be liable for any loss of anticipated profits or speculative
or consequential or similar damages for such termination) and (ii) no Underwriter who has failed or refused to purchase the Shares
agreed to be purchased by it under this Underwriting Agreement, in breach of its obligations pursuant to this Underwriting Agreement,
will be relieved of liability to the Fund, the Investment Adviser and the Sub-Adviser and the other Underwriters for damages occasioned
by its default.
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(j)
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Without the prior written consent of the Representative, the Fund will not offer, sell or register with the Commission, or announce
an offering of, any preferred shares of the Fund or any securities convertible into, or exercisable, or exchangeable for, preferred shares
of the Fund, within 90 days after the date of the Effective Time, except for the Shares to be sold pursuant to this Underwriting Agreement
as described in the Prospectus.
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(k)
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The Fund will use its commercially reasonable best efforts to cause the Shares to be listed on the NYSE, subject only to official
notice of the issuance thereof, and comply with the rules and regulations of such exchange, except where non-compliance would not
have a Fund Material Adverse Effect.
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(l)
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The Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner specified in the Registration
Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds” and as to comply with the
investment objective and policies of the Fund as described in the Prospectus.
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(m)
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The Fund will prepare a pricing term sheet containing a description of the Shares, in a form approved by the Underwriters and attached
as Schedule B hereto, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required
by such rule. The Pricing Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.
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(n)
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The Fund will cooperate with the Representative and use its commercially reasonable efforts to permit the Shares to be eligible for
clearance and settlement through the facilities of DTC.
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6.
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Conditions of the Underwriters’ Obligations. The obligations of the Underwriters to purchase the Shares are subject to
the accuracy on the date of this Underwriting Agreement, as of the Applicable Time and as of the Closing Time, as applicable, of the representations
and warranties of the Fund, the Investment Adviser and the Sub-Adviser in this Underwriting Agreement, to the accuracy and completeness
of all statements made by the Fund, the Investment Adviser or the Sub-Adviser or any of their respective officers in any certificate delivered
to the Representative or their counsel pursuant to this Underwriting Agreement, to performance by the Fund, the Investment Adviser and
the Sub-Adviser of their respective obligations under this Underwriting Agreement and to the satisfaction (or waiver in writing by the
Representative on behalf of the Underwriters) of each of the following additional conditions:
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(a)
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The Prospectus must have been filed in accordance with Rule 424(b) under the Securities Act.
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(b)
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No order suspending the effectiveness of the Registration Statement may be in effect and no proceedings for such purpose may be pending
before or, to the knowledge of counsel to the Underwriters, threatened by the Commission, and any requests for additional information
on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) must be complied with or waived
to the reasonable satisfaction of the Representative.
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(c)
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The Fund shall have filed with the Commission, in accordance with Section 12 of the Exchange Act, a registration statement on
Form 8-A to register, under Section 12(b) of the Exchange Act, the class of securities consisting of the Preferred Shares.
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(d)
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Since the dates as of which information is given in the Registration Statement, the Preliminary Prospectus and the Prospectus, as
of the date of this Underwriting Agreement, (i) there must not have been any change in the Preferred Shares or any adverse change
in the liabilities of the Fund except as set forth in or contemplated by the Preliminary Prospectus or the Prospectus; (ii) there
must not have been any adverse change in the condition (financial or otherwise), earnings, business affairs, business prospects, management,
properties, net assets or results of operations, whether or not arising from transactions in the ordinary course of business, of the Fund,
the Investment Adviser or the Sub-Adviser as set forth in or contemplated by the Preliminary Prospectus or the Prospectus; (iii) the
Fund must not have sustained any loss or interference with its business from any court or from any legislative or other governmental action,
order or decree, whether foreign or domestic, or from any other occurrence not described in the Registration Statement, the Preliminary
Prospectus and the Prospectus; and (iv) there must not have occurred any event that makes untrue or incorrect in any material respect
any statement or information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus or any statement or
information omitted in the Registration Statement, the Preliminary Prospectus or the Prospectus that should be reflected therein in order
to make the statements or information therein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances
under which they were made), not misleading in any material respect; if, in the judgment of the Representative, any such development referred
to in clause (i), (ii), (iii), or (iv) of this paragraph (d) is material and adverse so as to make it impracticable or inadvisable
to consummate the sale and delivery of the Shares to the public on the terms and in the manner contemplated by the Preliminary Prospectus.
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(e)
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At the Closing Time, the Shares shall be rated at least “A2” by Moody’s Investors Service, Inc. and since the
execution of this Underwriting Agreement, there shall not have been any decrease in or withdrawal of the rating of any securities of the
Fund by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act)
or any notice given of any intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change.
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(f)
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The Representative must have received as of the Closing Time a certificate, dated such date, of the Chief Executive Officer, President,
Managing Director or a Vice-President and the Controller, Treasurer, Assistant Treasurer, Chief Financial Officer or Chief Accounting
Officer or other senior officer of each of the Fund, the Investment Adviser and the Sub-Adviser certifying (in their capacity as such
officers) that (i) the signers have carefully examined the Registration Statement, the Preliminary Prospectus, the Prospectus and
this Underwriting Agreement, (ii) the representations of the Fund (with respect to the certificates from such Fund officers), the
representations of the Investment Adviser (with respect to the certificates from such officers of the Investment Adviser) and the representations
of the Sub-Adviser (with respect to the certificates from such officers of the Sub-Adviser) in this Underwriting Agreement are accurate
on and as of the date of the certificate, (iii) there has not been any adverse change resulting in a Fund Material Adverse Effect
(with respect to the certificates from such Fund officers) or Adviser Material Adverse Effect (with respect to the certificates from such
officers of an Adviser), which change would adversely affect the ability of the Fund, the Investment Adviser or the Sub-Adviser, as the
case may be, to fulfill its obligations under this Underwriting Agreement, the Investment Advisory Agreement (with respect to the certificates
from such officers of the Investment Adviser) or the Sub-Advisory Agreement (with respect to the certificates from such officers of the
Sub-Adviser), whether or not arising from transactions in the ordinary course of business, (iv) with respect to the certificates
from such officers of the Fund only, no order suspending the effectiveness of the Registration Statement, prohibiting the sale of any
of the Shares or otherwise having a Fund Material Adverse Effect has been issued and, to the knowledge of such officers, no proceedings
for any such purpose are pending before or threatened by the Commission or any other regulatory body, whether foreign or domestic, (v) with
respect to the certificates from such officers of the Investment Adviser only, no order having an Adviser Material Adverse Effect has
been issued and, to the knowledge of such officers, no proceedings for any such purpose are pending before or threatened by the Commission
or any other regulatory body, whether foreign or domestic, (vi) with respect to the certificate from such officers of the Sub-Adviser
only, no order having an Adviser Material Adverse Effect has been issued and, to the knowledge of such officers, no proceedings for any
such purpose are pending before or, threatened by the Commission or any other regulatory body, whether foreign or domestic and (vii) each
of the Fund (with respect to the certificates from such Fund officers), the Investment Adviser (with respect to the certificates from
such officers of the Investment Adviser) and the Sub-Adviser (with respect to the certificates from such officers of the Sub-Adviser)
has performed all of its respective agreements that this Underwriting Agreement requires it to perform by the Closing Time (to the extent
not waived in writing by the Representative).
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(g)
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The Representative must have received as of the Closing Time the opinions dated as of the date thereof from:
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(i) Dechert
LLP, counsel for the Fund, substantially as set forth in Schedule C hereto. In rendering such opinion, such counsel may rely as
to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Fund and public officials.
(ii) Dechert
LLP, counsel for the Investment Adviser, substantially as set forth in Schedule D hereto. In rendering such opinion, such counsel
may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Investment Adviser and
public officials.
(iii) Dentons
UK and Middle East LLP, special Scotland counsel for the Investment Adviser, substantially as set forth in Schedule E hereto. In
rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers
of the Investment Adviser and public officials.
(iv) Dechert
LLP, counsel for the Sub-Adviser, substantially as set forth in Schedule F hereto. In rendering such opinion, such counsel may
rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Sub-Adviser and public officials.
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(h)
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The Representative must have received as of the Closing Time from Skadden, Arps, Slate, Meagher & Flom LLP an opinion dated
as of the date thereof with respect to the Fund, the Shares, the Registration Statement and the Prospectus and this Underwriting Agreement
in a form reasonably satisfactory in all respects to the Representative. The Fund and the Investment Adviser must have furnished to such
counsel such documents as counsel may reasonably request for the purpose of enabling them to render such opinion.
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(i)
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The Representative must have received on the date of this Underwriting Agreement a signed letter from KPMG LLP, dated such date, and
in form and substance satisfactory to the Representative containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial information of the Fund contained in the Registration Statement,
the Preliminary Prospectus or the Prospectus. The Representative also must have received from KPMG LLP a letter, as of the Closing Time,
dated as of the date thereof, in form and substance satisfactory to the Representative, to the effect that they reaffirm the statements
made in the earlier letter, except that the specified date referred to shall be a date not more than three business days prior to the
Closing Time.
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All opinions, letters, reports, evidence and certificates
mentioned above or elsewhere in this Underwriting Agreement will comply only if they are in form and scope reasonably satisfactory to
counsel for the Underwriters; provided that any such documents, forms of which are annexed hereto, shall be deemed satisfactory to such
counsel if substantially in such form.
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7.
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Termination. This Underwriting Agreement may be terminated by the Representative by notifying the Fund and the Investment Adviser
at any time:
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(a)
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as of or before the Closing Time if, in the sole judgment of the Representative, payment for and delivery of any Shares is rendered
impracticable or inadvisable because (i) trading in the equity securities of the Fund is suspended by the Commission or by the principal
exchange that lists the Shares, (ii) trading in securities generally on the NYSE, NYSE American or the NASDAQ Stock Market shall
have been suspended or limited or minimum or maximum prices shall have been generally established on such exchange or over-the-counter
market, (iii) additional material governmental restrictions, not in force on the date of this Underwriting Agreement, have been imposed
upon trading in securities or trading has been suspended on any U.S. securities exchange, (iv) a general banking moratorium has been
established by U.S. federal or New York State authorities or (v) if there has occurred (A) any material adverse change in the
financial or securities markets in the United States or the international financial markets, (B) any material adverse change in the
political, financial or economic conditions in the United States, (C) any outbreak of hostilities or escalation thereof or other
calamity, terrorist activity, crises or any change or development involving a prospective change in national or international political,
financial or economic conditions or (D) or declaration by the United States of a national emergency or war or other calamity shall
have occurred the effect of any of which is such as to make it, in the sole judgment of the Representative, impracticable or inadvisable
to market the Shares on the terms and in the manner contemplated by the Prospectus; or
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(b)
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as of or before the Closing Time, if any of the conditions specified in Section 6 with respect to the Closing Time have not been
fulfilled when and as required by this Underwriting Agreement, and the Representative shall have given the Fund and the Advisers notice
thereof and a reasonable opportunity to fulfill such condition.
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8.
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Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination
of this Underwriting Agreement) to purchase as of the Closing Time the Shares agreed to be purchased as of the Closing Time by such Underwriter
or Underwriters, the Representative may find one or more substitute underwriters to purchase such Shares or make such other arrangements
as the Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such Shares in such proportions
as may be approved by the Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements
have been made within 36 hours after the date of the Closing Time, and
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(a)
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the number of Shares to be purchased by the defaulting Underwriters as of the Closing Time does not exceed 10% of the Shares that
the Underwriters are obligated to purchase as of the Closing Time, each of the nondefaulting Underwriters will be obligated to purchase
such Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting
Agreement, or
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(b)
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the number of Shares to be purchased by the defaulting Underwriters as of the Closing Time exceeds 10% of the Shares to be purchased
by all the Underwriters as of the Closing Time, the Fund will be entitled to an additional period of 24 hours within which to find one
or more substitute underwriters reasonably satisfactory to the Representative to purchase such Shares on the terms set forth in this Underwriting
Agreement.
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Upon the occurrence of the circumstances
described in the foregoing paragraph (b), either the Representative or the Fund will have the right to postpone the date of the Closing
Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements
to the Registration Statement, the Preliminary Prospectus or the Prospectus) may be effected by the Representative and the Fund. If the
number of Shares to be purchased as of the Closing Time by such defaulting Underwriter or Underwriters exceeds 10% of the Shares that
the Underwriters are obligated to purchase as of the Closing Time, and none of the nondefaulting Underwriters or the Fund makes arrangements
pursuant to this Section 8 within the period stated for the purchase of the Shares that the defaulting Underwriters agreed to purchase,
this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund or the Investment
Adviser or the Sub-Adviser except as provided in Sections 5(i) and 9 hereof. Any action taken under this Section will not affect
the liability of any defaulting Underwriter to the Fund, the Investment Adviser or the Sub-Adviser or to any nondefaulting Underwriters
arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.
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9.
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Indemnity and Contribution.
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(a)
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Each of the Fund, the Investment Adviser and the Sub-Adviser, jointly and severally, agrees to indemnify, defend and hold harmless
each Underwriter, its partners, the directors, members, managers, officers, employees, agents and affiliates and any person who controls
any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors
and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost
of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange
Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
(i) arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or arises out of or is based
upon an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading or (ii) arises out of or is based upon an untrue statement or alleged untrue statement of a material fact included
in any Preliminary Prospectus, any Road Show Material, the Issuer Free Writing Prospectus, the Prospectus, any Sales Material (as any
of the foregoing may be amended or supplemented) or arises out of or is based upon an omission or alleged omission to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except with respect
to either of the foregoing clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim arises out of or
is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning
such Underwriters furnished in writing by or on behalf of any Underwriter through the Representative to the Fund expressly for use with
reference to any Underwriter in such Registration Statement or in such Preliminary Prospectus, Issuer Free Writing Prospectus or
Prospectus (as amended or supplemented) as set forth in Section 9(f) hereof or arises out of or is based upon any omission or
alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or
in such Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus or necessary to make such information (with respect
to such Preliminary Prospectus, Issuer Free Writing Prospectus and the Prospectus, in light of the circumstances under which they
were made), not misleading.
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If any action, suit or proceeding (together,
a “Proceeding”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against
the Fund, the Investment Adviser or the Sub-Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly
notify the Fund, the Investment Adviser or the Sub-Adviser, as the case may be, in writing of the institution of such Proceeding and the
Fund, the Investment Adviser or the Sub-Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission
to so notify the Fund, the Investment Adviser or the Sub-Adviser shall not relieve the Fund, the Investment Adviser or the Sub-Adviser
from any liability which the Fund, the Investment Adviser or the Sub-Adviser may have to any Underwriter or any such person or otherwise.
Such Underwriter or such person shall have the right to employ additional counsel in any such case, but the reasonable fees and expenses
of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized
in writing by the Fund, the Investment Adviser or the Sub-Adviser, as the case may be, in connection with the defense of such Proceeding
or the Fund, the Investment Adviser or the Sub-Adviser shall not have, within a reasonable period of time in light of the circumstances,
employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded
that there may be defenses available to it or them, which are different from, additional to or in conflict with those available to the
Fund, the Investment Adviser or the Sub-Adviser (in which case the Fund, the Investment Adviser or the Sub-Adviser shall not have the
right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such reasonable
fees and expenses shall be borne by the Fund, the Investment Adviser or the Sub-Adviser and paid as incurred in any one Proceeding or
series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding. It is
understood that in no event shall the Fund, the Investment Adviser and the Sub-Adviser, as the case may be, be liable for the fees and
expense of more than one counsel (in addition to any local counsel) separate from their own counsel for such Underwriter or such person,
treating all Underwriters and such persons as a single group, in respect of any such Proceeding or series of related Proceedings in the
same jurisdiction. Neither the Fund, the Investment Adviser nor the Sub-Adviser shall be liable for any settlement of any Proceeding effected
without its written consent but if settled with the written consent of the Fund, the Investment Adviser or the Sub-Adviser, the Fund,
the Investment Adviser or the Sub-Adviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person
from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated
by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding
effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30
days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission
of fault, culpability or a failure to act, by or on behalf of such indemnified party.
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(b)
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Each Underwriter severally agrees to indemnify, defend and hold harmless the Fund, the Investment Adviser and the Sub-Adviser, and
each of their respective shareholders, partners, managers, members, trustees, directors and officers, and any person who controls the
Fund, the Investment Adviser or the Sub-Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or
claim (including the reasonable cost of investigation), which, jointly or severally, the Fund, the Investment Adviser, the Sub-Adviser
or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law
or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon an untrue statement or alleged
untrue statement of a material fact contained in and in conformity with information concerning such Underwriters furnished in writing
by or on behalf of any Underwriter to the Fund, the Investment Adviser or the Sub-Adviser expressly for use in the Registration Statement
(or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in any Preliminary Prospectus, Issuer
Free Writing Prospectus or the Prospectus as set forth in Section 9(f) hereof, or arises out of or is based upon an omission
or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement
or such Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus or necessary to make such information (with respect
to such Preliminary Prospectus, Issuer Free Writing Prospectus and the Prospectus, in light of the circumstances under which they
were made), not misleading.
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If any Proceeding is brought against the
Fund, the Investment Adviser, the Sub-Adviser or any such person in respect of which indemnity may be sought against any Underwriter pursuant
to the foregoing paragraph, the Fund, the Investment Adviser or such person shall promptly notify such Underwriter in writing of the institution
of such Proceeding and such Underwriter shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory
to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission to so notify
such Underwriter shall not relieve such Underwriter from any liability which such Underwriter may have to the Fund, the Investment Adviser,
the Sub-Adviser or any such person or otherwise. The Fund, the Investment Adviser, the Sub-Adviser or such person shall have the right
to employ additional counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Fund, the Investment
Adviser, the Sub-Adviser or such person, as the case may be, unless the employment of such counsel shall have been authorized in writing
by such Underwriter in connection with the defense of such Proceeding or such Underwriter shall not have, within a reasonable period of
time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them, which are different from or additional to or in conflict
with those available to such Underwriter (in which case such Underwriter shall not have the right to direct the defense of such Proceeding
on behalf of the indemnified party or parties, but such Underwriter may employ counsel in connection with the defense thereof but the
fees and expenses of such counsel shall be at the expense of such Underwriter), in any of which events such fees and expenses shall be
borne by such Underwriter and paid as incurred. Neither the Fund, the Investment Adviser nor the Sub-Adviser shall be liable for any settlement
of any Proceeding effected without its written consent but if settled with the written consent of the Fund, the Investment Adviser or
the Sub-Adviser or, the Fund, the Investment Adviser or Sub-Adviser, as the case may be, agrees to indemnify and hold harmless any Underwriter
and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses
of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any
settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days
after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the
indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes
an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does
not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.
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(c)
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If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subsections (a) and (b) of
this Section 9 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits
received by the Fund, the Investment Adviser and the Sub-Adviser on the one hand and the Underwriters on the other hand from the offering
of the Shares pursuant to this Underwriting Agreement or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the Fund, the Investment Adviser and the Sub-Adviser on the one hand and of the Underwriters on the other
in connection with the statements or omissions, which resulted in such losses, damages, expenses, liabilities or claims, as well as any
other relevant equitable considerations. The relative benefits received by the Fund, the Investment Adviser and the Sub-Adviser on the
one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses) received by the Fund and the total underwriting discounts
and commissions received by the Underwriters, bear to the aggregate public offering price of the Shares. The relative fault of the Fund,
the Investment Adviser and the Sub-Adviser on the one hand and of the Underwriters on the other shall be determined by reference to, among
other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information
supplied by the Fund, the Investment Adviser or Sub-Adviser or by the Underwriters and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result
of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.
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(d)
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The Fund, the Investment Adviser, the Sub-Adviser and the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose)
or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (c) above.
Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the total
underwriting discounts and commissions received by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their
respective underwriting commitments and not joint.
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(e)
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The indemnity and contribution agreements contained in this Section 9 and the covenants, warranties and representations of the
Fund contained in this Underwriting Agreement shall remain in full force and effect regardless of any investigation made by or on behalf
of any Underwriter, its partners, the directors, members, managers, officers, employees, agents and affiliates or any person (including
each partner, officer or director of such person) who controls any Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, or by or on behalf of the Fund, the Investment Adviser, the Sub-Adviser, its shareholders,
partners, advisers, members, trustees, directors or officers or any person who controls the Fund, the Investment Adviser or the Sub-Adviser
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination
of this Underwriting Agreement or the issuance and delivery of the Shares. The Fund, the Investment Adviser, the Sub-Adviser and each
Underwriter agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Fund or the Investment
Adviser, against any of the Fund’s trustees, directors or officers, or any of the Investment Adviser’s or the Sub-Adviser’s
shareholders, partners, managers, members, trustees, directors or officers in connection with the issuance and sale of the Shares, or
in connection with the Registration Statement or Prospectus.
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(f)
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The Fund, the Investment Adviser and Sub-Adviser each acknowledge that the statements in the Prospectus with respect to the names
and addresses of the Underwriters and number of Preferred Shares allocated for purchase by such Underwriters, the selling concessions
and reallowances of selling concessions, the statements regarding stabilization, penalty bids and syndicate short selling, and the statements
regarding electronic delivery of prospectuses, all as described under the caption “Underwriting” in the Preliminary Prospectus
and the Prospectus, constitute the only information furnished in writing by or on behalf of any Underwriter through the Representative
to the Fund expressly for inclusion in the Registration Statement or in any Preliminary Prospectus, Issuer Free Writing Prospectus
or the Prospectus (as amended or supplemented). The Underwriters severally confirm that these statements are correct in all material respects
and were so furnished by or on behalf of each of the Underwriters severally for use in the Preliminary Prospectus and the Prospectus.
|
|
|
(g)
|
Notwithstanding any other provisions in this Section 9, no party shall be entitled to indemnification or contribution under this
Underwriting Agreement against any loss, claim, liability, expense or damage arising by reason of such person’s willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties in the performance of its duties hereunder. The parties hereto acknowledge
that the foregoing provision shall be applicable solely as to matters arising under Section 17(i) of the Investment Company
Act, and shall not be construed to impose any duties or obligations upon any such parties under this Underwriting Agreement other than
as specifically set forth herein (it being understood that the Underwriters have no duty hereunder to the Fund to perform any due diligence
investigation).
|
|
|
10.
|
No Fiduciary Relationship. The Fund and the Advisers hereby acknowledge and agree that the Underwriters are acting solely as
underwriters in connection with the purchase and sale of the Shares contemplated by this Underwriting Agreement. The Fund and the Advisers
further acknowledge and agree that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting
Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible
as a fiduciary to the Fund, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters
may undertake or have undertaken in furtherance of such purchase and sale of the Fund’s securities, either before or after the date
hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Fund or the Advisers, either in connection
with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Fund and the
Advisers hereby confirm their understanding and agreement to that effect. The Fund, the Advisers and the Underwriters agree that they
are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed
by the Underwriters to the Fund or the Advisers regarding such transactions, including, but not limited to, any opinions or views with
respect to the price or market for the Fund’s securities, do not constitute advice or recommendations to the Fund or the Advisers.
The Fund, the Advisers and the Underwriters agree that each Underwriter is acting solely as principal and is not the agent or fiduciary
of the Fund or the Advisers in connection with the transactions contemplated by this Underwriting Agreement and no Underwriter has assumed,
and no Underwriter will assume, any advisory or fiduciary responsibility in favor of the Fund or the Advisers with respect to the transactions
contemplated by this Underwriting Agreement or the process leading thereto (irrespective of whether any Underwriter has advised or is
currently advising the Fund or the Advisers on other matters). The Fund and the Advisers acknowledge and agree that the Underwriters have
not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Underwriting Agreement
and each of the Fund and Investment Adviser have consulted its own respective legal, accounting, regulatory, and tax advisors to the extent
it deemed appropriate. Each of the Fund and the Advisers hereby waives and releases, to the fullest extent permitted by law, any claims
that it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the
Fund or the Advisers in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such
transactions.
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|
|
11.
|
Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing and, if
to the Underwriters, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New
York, New York 10019, Attention: Fixed Income Syndicate (fax: (203) 719-0495); and if to the Fund or the Advisers, shall be sufficient
in all respects if delivered or sent to the Fund or the Advisers, as the case may be, at the offices of the Fund or the Advisers at 1900
Market Street, Suite 200, Philadelphia, PA 19103, Attention: US Legal.
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|
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12.
|
Governing Law; Construction. This Underwriting Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever
arising out of or in any way relating to this Underwriting Agreement (“Claim”), directly or indirectly, shall be governed
by, and construed in accordance with, the laws of the State of New York. The Section headings in this Underwriting Agreement have
been inserted as a matter of convenience of reference and are not a part of this Underwriting Agreement.
|
|
|
13.
|
Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other
than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern
District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund and the Underwriters each
consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Underwriters, the Fund (on its behalf
and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Investment Adviser (on its behalf,
and to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Sub-Adviser (on its behalf and, to
the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action,
proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Underwriting
Agreement. Each of the Fund, the Investment Adviser and Sub-Adviser agrees that a final judgment in any such action, proceeding or counterclaim
brought in any such court shall be conclusive and binding upon the Fund, the Investment Adviser and the Sub-Adviser, as the case may be,
and may be enforced in any other courts in the jurisdiction of which the Fund, the Investment Adviser or the Sub-Adviser, as the case
may be, is or may be subject, by suit upon such judgment.
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|
|
14.
|
Parties at Interest. The Agreement herein set forth has been and is made solely for the benefit of the Underwriters, the Fund,
the Investment Adviser and the Sub-Adviser and to the extent provided in Section 9 hereof the controlling persons, shareholders,
partners, members, trustees, managers, directors, officers, employees, agents and affiliates referred to in such section, and their respective
successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation
(including a purchaser of Shares from any of the Underwriters, in such capacity as purchaser) shall acquire or have any right under or
by virtue of this Underwriting Agreement.
|
|
|
15.
|
Counterparts. This Underwriting Agreement may be signed by the parties in one or more counterparts which together shall constitute
one and the same agreement among the parties.
|
|
|
16.
|
Successors and Assigns. This Underwriting Agreement shall be binding upon the Underwriters, the Fund, the Investment Adviser
and the Sub-Adviser and any successor or assign of any substantial portion of the Fund’s, the Investment Adviser’s, the Sub-Adviser’s
or any of the Underwriters’ respective businesses and/or assets, as the case may be.
|
|
|
17.
|
Recognition of the U.S. Special Resolution Regimes.
|
|
|
(a)
|
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement,
will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting
Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
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|
|
(b)
|
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Underwriting Agreement that may be exercised against such Underwriter
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Underwriting Agreement were governed by the laws of the United States or a state of the United States.
|
“BHC Act Affiliate” has the meaning assigned
to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means
each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing correctly sets forth the understanding
among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided below, whereupon
this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters,
severally.
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|
Very truly yours,
|
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|
|
|
ABERDEEN INCOME CREDIT STRATEGIES FUND
|
|
|
|
|
|
/s/ Lucia Sitar
|
|
|
By:
|
Lucia Sitar
|
|
|
Title:
|
Vice President
|
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|
|
|
|
ABERDEEN ASSET MANAGERS LIMITED
|
|
|
|
|
|
/s/ Fiona J. McGowan
|
|
|
By:
|
Fiona J McGowan
|
|
|
Title:
|
Authorized Signatory
|
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|
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|
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ABERDEEN STANDARD INVESTMENTS INC.
|
|
|
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|
|
/s/ Lucia Sitar
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|
|
By:
|
Lucia Sitar
|
|
|
Title:
|
Vice President
|
Accepted and agreed to as of the date
first above written, on behalf
of
themselves and the other several
Underwriters named in Schedule A
UBS SECURITIES LLC
|
/s/ Saawan Pathange
|
|
|
By: Saawan Pathange
|
|
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Title: Managing Director
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|
/s/ John Sciales
|
|
|
By: John Sciales
|
|
|
Title: Associate Director
|
|
SCHEDULE A
|
Underwriters
|
|
Number of
Shares
|
|
|
UBS Securities LLC
|
|
|
1,600,000
|
|
|
Total
|
|
|
1,600,000
|
|
SCHEDULE B
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
dated May 3, 2021
Relating to Preliminary Prospectus
Supplement dated April 28, 2021 and
Prospectus dated April 27,
2021
Registration No. 333-253698
Aberdeen Income Credit Strategies Fund
$40,000,000
5.250% Series A Perpetual Preferred Shares
Pricing Term Sheet
May 3, 2021
The following sets forth the final terms of
the 5.250% Series A Perpetual Preferred Shares, par value $0.001 per share (the “Preferred Shares”) and should only be
read together with the preliminary prospectus supplement dated April 28, 2021, together with the accompanying prospectus dated April 27,
2021, relating to the Preferred Shares (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus
to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified
in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings
as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.
|
Issuer:
|
Aberdeen Income Credit Strategies Fund (the “Fund”)
|
|
|
|
|
Securities:
|
Perpetual
|
|
|
|
|
Type of Security:
|
Fixed-rate cumulative preferred stock
|
|
|
|
|
Title of the Securities:
|
5.250% Series A Perpetual Preferred Shares of Beneficial Interest, par value $0.001 per share
|
|
|
|
|
Liquidation Preference:
|
$25.00 per share
|
|
|
|
|
Rating:*
|
A2
|
|
|
|
|
Initial Aggregate Principal Amount Being Offered:
|
$40,000,000
|
|
|
|
|
Number of Preferred Shares:
|
1,600,000
|
|
|
|
|
Initial Public Offering Price:
|
100% of aggregate principal amount ($25 per Preferred Share)
|
|
Listing:
|
The Fund has applied to list the Preferred Shares on the New York Stock Exchange (“NYSE”). If the application is approved, the Preferred Shares are expected to commence trading on the NYSE under the symbol “ACP.P” within thirty days of the date of issuance.
|
|
|
|
|
Underwriting Discount:
|
$0.7875 per share (or $1,260,000 total)
|
|
|
|
|
Net Proceeds to the Issuer, before Expenses:
|
$38,740,000
|
|
|
|
|
Trade Date:
|
May 3, 2021
|
|
|
|
|
Settlement Date:
|
May 10, 2021
|
|
|
|
|
Dividend Rate:
|
5.250% (cumulative from May 10, 2021)
|
|
|
|
|
Dividend Payment Dates:
|
Every March 31, June 30, September 30 and December 31 (or, in each case, if such date is not a business day, the next succeeding business day) (each, a “Dividend Payment Date”), commencing on June 30, 2021.
|
|
|
|
|
Dividend Periods:
|
The first period for which dividends on the Preferred Shares will be calculated (each period, a “Dividend Period”) will commence upon the closing of the offering and each subsequent Dividend Period will be the period from and including a Dividend Payment Date to, but excluding, the next Dividend Payment Date.
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|
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|
Optional Redemption:
|
On or after June 30, 2026, the Fund may redeem in whole or from time to time in part outstanding Preferred Shares at a redemption price per share equal to the $25.00 per share liquidation preference plus an amount equal to all unpaid dividends and distributions accumulated through the date fixed for redemption (whether or not earned or declared by the Fund, but excluding interest thereon).
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|
|
|
CUSIP / ISIN:
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003057 205 / US0030572053
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|
|
|
|
Underwriter:
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UBS Securities LLC
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|
|
*
|
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time.
|
This pricing term sheet and the Preliminary Prospectus are not
offers to sell or the solicitation of offers to buy, nor will there be any sale of the Preferred Shares referred to in this pricing term
sheet, in any jurisdiction where such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of such jurisdiction.
Investors are advised to carefully consider
the investment objective, risks and charges and expenses of the Fund before investing. The Preliminary Prospectus, which has been filed
with the Securities and Exchange Commission (the “SEC”), contain a description of these matters and other important information
about the Fund and should be read carefully before investing.
The Fund has filed a registration statement
(including a prospectus) with the SEC and related prospectus supplement for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement, the prospectus supplement, and other documents the Fund has filed
with the SEC for more complete information about the Fund and this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the Fund or the underwriter participating in the offering will arrange to send you the
prospectus or prospectus supplement if you request it by calling UBS Securities LLC toll-free at 1-888-827-7275.
Any disclaimers or other notices that may appear below are not applicable
to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication
being sent via Bloomberg or another email system.
SCHEDULE C
FORM OF OPINION OF
DECHERT LLP,
Counsel for the Fund
UBS Securities LLC
As Representative of the several Underwriters listed on Schedule A
c/o UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
|
Re:
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Aberdeen Income Credit Strategies Fund
|
|
|
|
|
Offering of [•]% Series A Perpetual Preferred Shares
|
Ladies and Gentlemen:
We have acted as counsel to
Aberdeen Income Credit Strategies Fund, a Delaware statutory trust (the “Fund”), in connection with the issuance and
sale by the Fund of [•] shares of [•]% Series A Perpetual Preferred Shares, par value $0.001 per share (the “Preferred
Shares”), of the Fund pursuant to an underwriting agreement dated April [•], 2021 (the “Underwriting Agreement”),
by and among (i) the Fund, (ii) Aberdeen Asset Managers Limited, a Scottish corporation (the “Investment Adviser”),
(iii) Aberdeen Standard Investments Inc., a Delaware corporation (the “Sub-Adviser”) and you as the representative
of the several Underwriters listed in Schedule A to the Underwriting Agreement (collectively, the “Underwriters”).
This opinion is given pursuant to Section 6(g)(i) of the Underwriting Agreement. Except as otherwise indicated, capitalized
terms used in this letter have the meanings given to them in the Underwriting Agreement
As to matters of fact relating
to our opinions, we have relied upon written representations of the parties in the Documents (as defined below), written representations
made by the Fund, and written representations of officers and other representatives of the Fund, and we have examined originals, or certified
copies or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”),
without independent verification of the accuracy of such representations or of the information contained in the Documents.
|
|
1.
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The notification of registration on Form N-8A (File No. 811-22485) of the Fund filed with the
U.S. Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended (the
“1940 Act”), on October 19, 2010;
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2.
|
The registration statement on Form N-2 filed by the Fund with the Commission under the Securities
Act of 1933, as amended (the “1933 Act”), and the 1940 Act (1933 Act File No. 333-253698 and 1940 Act File No. 811-22485);
the registration statement, as amended at the time when it became effective, including the information deemed to be part thereof at the
time of effectiveness pursuant to Rule 430B under the 1933 Act, being hereinafter referred to as the “Registration Statement”;
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3.
|
The registration statement on Form 8-A (File No. [•]) of the Fund filed with the Commission
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on [•], 2021;
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4.
|
The prospectus, dated [•], 2021, in the form it was filed with the Commission on [•], 2021,
pursuant to Rule 424(b) promulgated under the 1933 Act, including the Statement of Additional Information, dated [•], 2021,
included in such filing (the “Base Prospectus”);
|
|
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5.
|
The preliminary prospectus supplement, dated [•], 2021, in the form it was filed with the Commission
on [•], 2021, pursuant to Rule 424(b) promulgated under the 1933 Act (the “Preliminary Prospectus Supplement”
and, together with the Base Prospectus, the “Preliminary Prospectus”);
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|
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6.
|
The Issuer Free Writing Prospectus set forth on Schedule B of the Underwriting Agreement (together with
the Preliminary Prospectus, the “Disclosure Package”);
|
|
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7.
|
The final prospectus supplement, dated [•], 2021, in the form it was filed with the Commission on
[•], 2021, pursuant to Rule 424(b) promulgated under the 1933 Act (the “Prospectus Supplement” and,
together with the Base Prospectus, the “Prospectus”);
|
|
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8.
|
An executed copy of the officer’s certificate of [•], [•] of the Fund, dated the date
hereof (the “Officer’s Certificate”);
|
|
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9.
|
An executed copy of the secretary’s certificate of [•], Secretary of the Fund, dated the date
hereof (the “Secretary’s Certificate”);
|
|
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10.
|
A certificate from the Secretary of State of the State of Delaware as to the existence and good standing
of the Fund, as of a recent date (the “Delaware Certificate”);
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|
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11.
|
The Amended and Restated Agreement and Declaration of Trust of the Fund (as amended, the “Declaration
of Trust”), including the statement of preferences relating to the Preferred Shares (as amended, the “Statement of
Preferences”), certified pursuant to the Secretary’s Certificate;
|
|
|
12.
|
The bylaws of the Fund (the “Bylaws” and, together with the Declaration of Trust, the
“Organizational Documents”), certified pursuant to the Secretary’s Certificate;
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|
|
13.
|
Copies of certain resolutions of the Board of Trustees of the Fund (the “Board of Trustees”),
adopted on [•], 2021 and [•], 2021 certified pursuant to the Secretary’s Certificate; and
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14.
|
An executed copy of the Underwriting Agreement;
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|
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15.
|
An executed copy of the investment advisory agreement dated December 1, 2017, by and between the
Fund and the Investment Adviser (the “Advisory Agreement”);
|
|
|
16.
|
An executed copy of the investment sub-advisory agreement dated December 1, 2017, by and among the
Fund, the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement,” and together with the Underwriting
Agreement and the Advisory Agreement, the “Transaction Documents”); and
|
|
|
17.
|
An executed copy of the Expense Limitation Letter Agreement dated as of April 26, 2021, by and between
the Investment Adviser and the Fund (the “Expense Limitation Agreement”).
|
In addition, we have examined
originals or copies of such other corporate records of the Fund, the Investment Adviser and the Sub-Adviser, certificates of public officials
and officers of such persons and agreements and other documents as we have deemed necessary or appropriate as a basis for the opinions
expressed below.
In our examination, we have
assumed the genuineness of all signatures, the legal capacity and competence of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have further assumed
that there has been no oral modification of, or amendment or supplement (including any express or implied waiver however arising) to,
the Underwriting Agreement or any other instrument or document used by us to form the basis of the opinions expressed herein. Representatives
of this firm also attended meetings of the board of directors of the Fund at which certain actions were taken. In addition, we have assumed
that (i) all natural persons who are signatories to the Underwriting Agreement have the legal capacity to enter into and perform
their respective obligations under the Underwriting Agreement, (ii) each of the parties thereto (other than the Fund) is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization, (iii) each of the parties thereto (other
than the Fund) has the legal power and authority to enter into and perform all of its respective obligations under the Underwriting Agreement,
(iv) the Underwriting Agreement has been duly authorized, executed and delivered by each of the parties thereto (other than the Fund)
and (v) the Underwriting Agreement is the legal, valid and binding obligation of each party thereto (other than the Fund), enforceable
against such persons in accordance with its terms. We further assume after due inquiry that (a) there has been no mutual mistake
of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, delivery and execution of the Underwriting
Agreement and (b) there are and have been no agreements or understandings among parties, written or oral, and there is and has been
no usage of trade or course of prior dealing among the parties that would, in either case, vary, supplement or qualify the terms of the
Underwriting Agreement.
When an opinion set forth
below refers to “our knowledge” or any similar expressions as used herein, it is limited to the actual knowledge of the attorneys
of this firm who have rendered substantive legal services to the Fund in connection with the transactions contemplated by the Underwriting
Agreement and our attorneys who have principal responsibility for representing the Fund on other matters in areas relevant to the opinions
being rendered, which knowledge has been obtained by such attorneys in such capacity. Except to the extent expressly set forth in this
letter, we have not undertaken any independent investigation to determine the existence or absence of those facts, and no inference as
to the knowledge of the existence or absence of those facts should be drawn from our representation of the Fund. Without limiting the
generality of the foregoing, it is expressly understood that no opinion is expressed with regard to: (a) the financial ability of
the Investment Advisor to meet its obligations under the Advisory Agreement or the Sub-Advisory Agreement; (b) the financial ability
of the Sub-Adviser to meet its obligations under the Sub-Advisory Agreement; (c) the truthfulness or accuracy of any applications,
reports, plans, documents or financial statements furnished to the Underwriters by (or on behalf of) the Fund in connection with the Underwriting
Agreement, the Registration Statement, the Preliminary Prospectus or the Prospectus; or (d) the truthfulness or accuracy of any representations
or warranties made by the Fund in the Underwriting Agreement, the Registration Statement, the Preliminary Prospectus, the Prospectus or
other documents described herein, which are not the subject of any of the opinions stated herein. Other than as set forth herein, we have
not undertaken, for purposes of this opinion, any independent investigation to determine the existence or the absence of such facts, and
no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the
Fund. Moreover, we have not searched the dockets of any court, administrative body, agency or other filing office in any jurisdiction.
We received telephonic confirmation
from the staff at the Commission that the Registration Statement most recently became effective under the Securities Act on April 27,
2021.
Based upon and subject to
the foregoing and such examination of law as we have deemed necessary and subject to the limitations, qualifications, exceptions and assumptions
set forth herein, we are of the opinion that:
|
|
i.
|
Based solely on our review of the Delaware Certificate, the Fund is in good standing and has a valid existence
under the Delaware Statutory Trust Act (“DSTA”).
|
|
|
ii.
|
The Fund has the power and authority under the Declaration of Trust to operate as and carry on the business
of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operations, in each case as described
in the Preliminary Prospectus and the Prospectus;
|
|
|
iii.
|
The Fund has the statutory trust power and authority under the DSTA to execute and deliver the Underwriting
Agreement and to consummate the issuance and sale of the Preferred Shares.
|
|
|
iv.
|
The Fund is registered with the Commission under the 1940 Act as a diversified, closed-end management
investment company.
|
|
|
v.
|
To our knowledge, the Fund Agreements are in full force and effect and, to our knowledge, neither the
Fund nor any other party to any such agreement is in default thereunder, and to our knowledge, no event has occurred which with the passage
of time or the giving of notice or both would constitute a default thereunder.
|
|
|
vi.
|
The Underwriting Agreement has been duly authorized, executed and delivered by all requisite action on
the part of the Fund under the DSTA.
|
|
|
vii.
|
Each of the Advisory Agreement, Sub-Advisory Agreement and Expense Limitation Agreement is a valid and
binding obligation of the Fund, enforceable against the Fund, in accordance with its terms.
|
|
|
viii.
|
Each of the Underwriting Agreement, Advisory Agreement, Sub-Advisory Agreement and Expense Limitation
Agreement complies in all material respects with the applicable provisions of the laws of the State of New York, the 1940 Act, the general
rules and regulations adopted under the 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”),
and the rules and regulations adopted under the Advisers Act.
|
|
|
ix.
|
The execution and delivery by the Fund of, and the performance by the Fund of its obligations under, the
Underwriting Agreement, and the issuance and sale by the Fund of the Preferred Shares as contemplated by the Underwriting Agreement will
not conflict with the Organizational Documents. The performance by the Fund of its obligations under Advisory Agreement and Sub-Advisory
Agreement will not conflict with the Organizational Documents.
|
|
|
x.
|
The execution and delivery by the Fund of, and the performance by the Fund of its obligations under, the
Underwriting Agreement, and the issuance and sale by the Fund of the Preferred Shares as contemplated by the Underwriting Agreement, (i) will
not contravene: (a) any provision of the laws of the State of New York, the DSTA or any federal law of the United States of America
that in our experience is normally applicable to Delaware statutory trust of the same type as the Fund in relation to transactions of
the type contemplated by the Transaction Agreements, provided that we express no opinion as to federal, state or foreign securities or
Blue Sky laws (other than the 1940 Act); (b) any agreement or other instrument binding upon the Fund that is filed or incorporated
by reference as an exhibit to the Registration Statement; or (c) to our knowledge, any judgment, injunction, order or decree binding
upon the Fund, and (ii) will not cause the creation of any security interest or lien upon any of the property of the Fund. The performance
by the Fund of its obligations under Advisory Agreement and Sub-Advisory Agreement (i) will not contravene: (a) any provision
of the laws of the State of New York, the DSTA or any federal law of the United States of America that in our experience is normally applicable
to Delaware statutory trust of the same type as the Fund in relation to transactions of the type contemplated by the Transaction Agreements,
provided that we express no opinion as to federal, state or foreign securities or Blue Sky laws (other than the 1940 Act); (b) any
agreement or other instrument binding upon the Fund that is filed or incorporated by reference as an exhibit to the Registration Statement;
or (c) to our knowledge, any judgment, injunction, order or decree binding upon the Fund, and (ii) will not cause the creation
of any security interest or lien upon any of the property of the Fund.
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xi.
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No consent, approval, authorization, or order of, or qualification with, any governmental body, agency
or, to our knowledge, court, under the laws of the State of New York, the DSTA or any federal law of the United States of America that
in our experience is normally applicable to Delaware statutory trusts of the same type as the Fund in relation to transactions of the
type contemplated by the Transaction Agreements is required for the performance by the Fund of its obligations under the Underwriting
Agreement, except for: (a) the registration of the Preferred Shares and of the offering of the Preferred Shares under the 1933 Act
pursuant to the Registration Statement, under the Exchange Act and under the 1940 Act; (b) such as may be required under state or
foreign securities or Blue Sky laws as to which we express no opinion and (c) such other approvals as have been obtained. No consent,
approval, authorization, or order of, or qualification with, any governmental body, agency or, to our knowledge, court, under the laws
of the State of New York, the DSTA or any federal law of the United States of America that in our experience is normally applicable to
Delaware statutory trusts of the same type as the Fund in relation to transactions of the type contemplated by the Transaction Agreements
is required for the enforceability of the Advisory Agreement or Sub-Advisory Agreement against the Fund, except for: (a) such as
may be required under state or foreign securities or Blue Sky laws as to which we express no opinion and (b) such other approvals
as have been obtained.
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xii.
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The provisions of the Organizational Documents do not violate the 1940 Act and the applicable rules and
regulations under the 1940 Act.
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xiii.
|
The Fund has authority to issue an unlimited number of preferred shares of beneficial interest in accordance
with the provisions set forth in the Declaration of Trust. The Preferred Shares have been duly authorized by all requisite action on the
part of the Fund under the DSTA and, when duly registered in the share record books of the Fund and delivered to and paid for by the Underwriters
in accordance with the terms of the Underwriting Agreement, will be validly issued and fully paid and nonassessable, and free and clear
of any preemptive rights or any similar rights arising under the DSTA or the Organizational Documents.
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xiv.
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The statements in the Preliminary Prospectus under the captions, “Description of the Preferred Shares”,
“Special Characteristics and Risks of the Preferred Shares—Dividends,” “Special Characteristics and Risks of the
Preferred Shares—Redemption,” “Special Characteristics and Risks of the Preferred Shares—Voting Rights,”
“Special Characteristics and Risks of the Preferred Shares—Rating Agency Guidelines,” “Special Characteristics
and Risks of the Preferred Shares—Liquidation,” and “Description of Securities” insofar as such statements purport
to summarize certain provisions of the Organizational Documents, 1940 Act or the DSTA fairly summarize such provisions in all material
respects. The statements in the Prospectus under the captions, “Tax Matters,” insofar as they purport to describe provisions
of U.S. federal income tax laws or legal conclusions with respect thereto, in our opinion fairly and accurately summarize the matters
referred thereto in all material respects.
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The opinions stated herein
are subject to the following qualifications:
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i.
|
The opinions expressed herein are limited by principles of equity (regardless of whether considered in
a proceeding in equity or at law) that may limit the availability of certain rights and remedies and do not reflect the effect of bankruptcy
(including preferences), insolvency, fraudulent conveyance, receivership, reorganization, moratorium and other laws or decisions relating
to or affecting debtors’ obligations or creditors’ rights generally and, as to rights of indemnification and contribution,
by principles of public policy. The opinions expressed above also do not reflect the effect of laws and equitable doctrines (including
requirements that the parties to agreements act reasonably and in good faith and, with respect to collateral, in a commercially reasonable
manner, and give reasonable notice prior to exercising rights and remedies) or the effect of the exercise of discretion of the court before
which any proceeding may be brought.
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ii.
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Without limiting the generality of the foregoing, we express no opinion with respect to: (1) provisions
in the Underwriting Agreement that provide that certain rights or obligations are absolute or unconditional; (2) provisions that
restrict access to or waive legal or equitable remedies or access to courts; (3) provisions that affect or confer jurisdiction or
purport to bind the Fund to the exclusive jurisdiction of any particular court or courts; (4) any provision of the Underwriting Agreement
that may be construed as a forfeiture or penalty; or (5) any provision of the Underwriting Agreement that purports to provide that
the terms thereof may not be varied or waived except in writing or that the express terms thereof supersede any inconsistent course of
performance and/or usage of the trade.
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iii.
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Except to the extent expressly stated herein, we do not express any opinion as to (a) the compliance
or non-compliance of any party (other than the Fund) to any of the Transaction Agreements with any state, federal or other laws or regulations
applicable to such party or (b) the legal or regulatory status or the nature of the business of such party.
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iv.
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Except to the extent expressly stated herein with respect to the Fund, we do not express any opinion with
respect to any law, rule or regulation that is applicable to any party to any of the Transaction Agreements or the transactions contemplated
thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates
as a result of the specific assets or business operations of such party or such affiliates.
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v.
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Except with respect to the 1940 Act and the rules and regulations under the 1940 Act, to the extent
referred to in paragraphs (xii) and (xiv) above, we do not express any opinion with respect to any securities, antifraud, consumer
credit, debt collection, privacy, derivatives or commodities laws, rules or regulations or Regulations T, U or X of the Board of
Governors of the Federal Reserve System or laws, rules or regulations relating to national security.
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vi.
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Except to the extent expressly stated in the opinions contained herein, the opinions stated herein are
limited to the agreements and documents specifically identified in the opinions contained herein without regard to any agreement or other
document referenced in such agreement or document (including agreements or other documents incorporated by reference or attached or annexed
thereto).
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vii.
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We do not express any opinion whether the execution or delivery of the Underwriting Agreement by the Fund,
or the performance by the Fund of its obligations under any Transaction Agreement, including the issuance and sale of the Preferred Shares,
will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or
any aspect of the financial condition or results of operations of the Fund.
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viii.
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We do not express any opinion with respect to the enforceability of any provision contained in any Transaction
Agreement relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver
or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or
regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering the statute of limitations.
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ix.
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We do not express any opinion with respect to the enforceability of any provision contained in any Transaction
Agreement purporting to prohibit, restrict or condition the assignment of rights under such Transaction Agreement to the extent that such
prohibition, restriction or condition on assignability is ineffective pursuant to the Uniform Commercial Code.
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x.
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We have assumed that all conditions precedent contained in Section [6] of the Underwriting Agreement,
which conditions require the delivery of documents, evidence or other items satisfactory in form, scope and/or substance to the Underwriters
or the satisfaction of which is otherwise in the discretion or control of the Underwriters, have been, or contemporaneously with the delivery
hereof will be, fully satisfied or waived.
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xi.
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We do not express any opinion with respect to the enforceability of any provision of any Transaction Agreement
to the extent that such provision purports to bind the Fund to the exclusive jurisdiction of any particular court or courts.
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xii.
|
Irrespective of the agreement of the parties to any Transaction Agreement concerning personal jurisdiction
over them, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court
as a forum for resolution of disputes. In addition, we do not express any opinion with respect to the subject matter jurisdiction of the
federal courts of the United States of America in any action arising out of or relating to any Transaction Agreement.
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xiii.
|
We do not express any opinion with respect to the enforceability of any provision contained in the Transaction
Agreements with respect to the choice of law or choice of forum of the parties to the Transaction Agreements.
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xiv.
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We do not express any opinion with respect to any of the fees paid or payable pursuant to any of the Transaction
Agreements.
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xv.
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We do not express any opinion with respect to the enforceability of any provision contained in any Transaction
Agreement granting any person any right to set off or apply any deposit, property or indebtedness except to the extent that the debt between
the Fund and such person is a mutual debt.
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xvi.
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We do not express any opinion with respect to any of Section [13] of the Underwriting Agreement to
the extent that such section provides for a waiver of trial by jury.
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xvii.
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Certain of the remedial and procedural provisions with respect to the security contained in the Transaction
Agreements may be unenforceable in whole or in part.
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xviii.
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We do not express any opinion with respect to the enforceability of any provision contained in any Transaction
Agreements providing any waiver, release, disclaimer or any other variation of any right or duty of any party to the extent that any such
waiver, release, disclaimer or other variation is not enforceable pursuant to Sections 1-302 or 9-602 of the Uniform Commercial Code.
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xix.
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We do not express any opinion with respect to the creation, perfection or priority of any security interest.
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In addition, in rendering the foregoing
opinions we have assumed that:
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i.
|
the Organizational Documents are the only governing instruments, as defined under the DSTA, of the Fund;
the Fund has, and since the time of its formation has had, at least one validly admitted and existing trustee of the Fund and (i) no
procedures have been instituted for, and no other event has occurred, including, without limitation, any action taken by the Fund or its
Board of Trustees or beneficial holders, as applicable, that would result in the liquidation, dissolution or winding-up of the Fund, (ii) no
event has occurred that has adversely affected the good standing of the Fund under the DSTA, and the Fund has taken all actions required
by the laws of the State of Delaware to maintain such good standing and (iii) no grounds exist for the revocation or forfeiture of
the Fund’s Declaration of Trust; and
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We express no opinion herein
as to any matters governed by any laws other than the laws of the State of New York, the DSTA, and the federal securities laws of the
United States of America normally applicable to transactions of the type contemplated by the Underwriting Agreement by closed-end management
investment companies registered under the 1940 Act.
The opinions expressed herein
are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.
This opinion speaks only as of the date hereof. We assume no obligation to supplement these opinions if any applicable law changes after
the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.
The opinions expressed herein
are solely for your benefit in connection with the transactions contemplated by the Underwriting Agreement and, without our express written
consent, neither our opinion nor this opinion letter may be assigned or provided to or relied upon by any other person or by you for any
other purpose (in each case other than the successor in interest of any Underwriter by means of merger, consolidation, transfer of business
or other similar transaction).
Very truly yours,
SCHEDULE D
Form of
Opinion of
DECHERT LLP,
Counsel for the INVESTMENT ADVISER
UBS Securities LLC
As Representative of the several Underwriters listed on Schedule A
c/o UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
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Re:
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Aberdeen Asset Managers Limited
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Ladies and Gentlemen:
We have acted as counsel for
Aberdeen Asset Managers Limited, a corporation organized under the laws of Scotland (the “Investment Adviser”), in
connection with the transactions contemplated by the Underwriting Agreement dated as of [•], 2021 (the “Underwriting Agreement”),
by and among (i) Aberdeen Income Credit Strategies Fund (the “Fund”),
(ii) the Adviser, (iii) Aberdeen Standard Investments Inc. (the “Sub-Adviser”)
and (iv) you as the representative of the several Underwriters listed in Schedule A to the Underwriting Agreement (collectively,
the “Underwriters”). This opinion is given pursuant to Section 6(g)(ii) of the Underwriting Agreement. Except
as otherwise indicated, capitalized terms used in this letter have the meanings given to them in the Underwriting Agreement.
As to matters of fact relating
to our opinions, we have relied upon written representations of the parties in the Documents (as defined below), written representations
made by the Investment Adviser, and written representations of officers and other representatives of the Investment Adviser, and we have
examined originals, or certified copies or otherwise identified to our satisfaction, of the following documents (hereinafter collectively
referred to as the “Documents”), without independent verification of the accuracy of such representations or of the
information contained in the Documents.
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1.
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The registration statement on Form N-2 filed by the
Fund with the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as
amended (the “1940 Act”) (1933 Act File No. 333-253698 and 1940 Act File No. 811-22485);
the registration statement, as amended at the time when it became effective, including the information deemed to be part thereof
at the time of effectiveness pursuant to Rule 430B under the 1933 Act, being hereinafter referred to as the “Registration
Statement”;
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2.
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The prospectus, dated [•], 2021, in the form it was filed with the Commission on [•], 2021,
pursuant to Rule 424(b) promulgated under the 1933 Act, including the Statement of Additional Information, dated [•], 2021,
included in such filing (the “Base Prospectus”);
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3.
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The preliminary prospectus supplement, dated [•], 2021, in the form it was filed with the Commission
on [•], 2021, pursuant to Rule 424(b) promulgated under the 1933 Act (the “Preliminary Prospectus Supplement”
and, together with the Base Prospectus, the “Preliminary Prospectus”);
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4.
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The final prospectus supplement, dated [•], 2021, in the form it was filed with the Commission on
[•], 2021, pursuant to Rule 424(b) promulgated under the 1933 Act (the “Prospectus Supplement” and,
together with the Base Prospectus, the “Prospectus”);
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5.
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An executed copy of the officer’s certificate of [•], [•] of the Investment Adviser, dated
the date hereof (the “Officer’s Certificate”);
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6.
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An executed copy of the secretary’s certificate of [•], Secretary of the Investment Adviser,
dated the date hereof (the “Secretary’s Certificate”);
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7.
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A copy of the Articles of Association of the Investment Adviser, as amended, and certified pursuant to
the Secretary’s Certificate;
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8.
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A copy of the Investment Adviser’s Uniform Application for Investment Adviser Registration, filed
on Form ADV;
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9.
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An executed copy of the Underwriting Agreement;
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10.
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An executed copy of the investment advisory agreement dated December 1, 2017, by and between the
Fund and the Investment Adviser (the “Advisory Agreement”);
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11.
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An executed copy of the investment sub-advisory agreement dated December 1, 2017, by and among the
Fund, the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement,” and together with the Underwriting
Agreement and the Advisory Agreement, the “Transaction Documents”); and
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12.
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An executed copy of the Expense Limitation Letter Agreement , dated as of April 26, 2021, by and
between the Fund and the Investment Adviser (the “Expense Limitation Agreement”).
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In addition, we have examined
originals or copies of such other corporate records of the Fund, the Investment Adviser and the Sub-Adviser, certificates of public officials
and officers of such persons and agreements and other documents as we have deemed necessary or appropriate as a basis for the opinions
expressed below.
In making such examination
and rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity and competence of all
persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents
submitted to us as certified, conformed, photostatic or electronic copies of such documents. We have also assumed that each individual
executing a Transaction Document on behalf of a party (other than the Investment Adviser) is authorized to do so, and that each of the
parties (other than the Investment Adviser) executing any of the Transaction Documents had the requisite corporate, trust, limited liability
company or partnership power to enter into and perform all obligations under such Transaction Documents and has validly executed and delivered
each of the Transaction Documents to which such party is a signatory, and such party’s obligations set forth therein are valid and
binding and are enforceable against such party in accordance with their terms. In addition, we have assumed that: (a) each of the
parties to the Transaction Documents (other than the Investment Adviser) is validly existing and in good standing under the laws of the
jurisdiction of its organization or formation; and (b) each of the parties to the Transaction Documents has received all agreed upon
consideration for each Transaction Document to which it purports to be a party. We assume that (a) there has been no mutual mistake
of fact, or misunderstanding or fraud, duress or undue influence in connection with the negotiation, delivery and execution of the Transaction
Documents and (b) there are and have been no agreements or understandings among the parties, written or oral, and there is and has
been no usage of trade or course of prior dealing among the parties that would, in either case, vary, supplement or qualify the terms
of the Transaction Documents.
When an opinion set forth
below refers to “our knowledge” or any similar expressions as used herein, it is limited to the actual knowledge of the attorneys
of this firm who have rendered substantive legal services to the Investment Adviser in connection with the transactions contemplated
by the Underwriting Agreement and our attorneys who have principal responsibility for representing the Investment Adviser on other matters
in areas relevant to the opinions being rendered, which knowledge has been obtained by such attorneys in such capacity. Except to the
extent expressly set forth in this letter, we have not undertaken any independent investigation to determine the existence or absence
of those facts, and no inference as to the knowledge of the existence or absence of those facts should be drawn from our representation
of the Investment Adviser. Without limiting the generality of the foregoing, it is expressly understood that no opinion is expressed
with regard to: (a) the financial ability of the Sub-Adviser to meet its obligations under the Sub-Advisory Agreement; (b) the
truthfulness or accuracy of any applications, reports, plans, documents or financial statements furnished to the Underwriters by (or
on behalf of) the Investment Adviser in connection with the Underwriting Agreement, the Registration Statement, the Preliminary Prospectus
or the Prospectus; or (c) the truthfulness or accuracy of any representations or warranties made by the Investment Adviser in the
Underwriting Agreement, the Registration Statement, the Preliminary Prospectus, the Prospectus or other documents described herein, which
are not the subject of any of the opinions stated herein. Other than as set forth herein, we have not undertaken, for purposes of this
opinion, any independent investigation to determine the existence or the absence of such facts, and no inference as to our knowledge
of the existence or absence of such facts should be drawn from the fact of our representation of the Investment Adviser. Moreover, we
have not searched the dockets of any court, administrative body, agency or other filing office in any jurisdiction.
We have not obtained special
written rulings of the Commission, state securities commissions or other administrative bodies or officials charged with the administration
of such statutes, regulations and rulings and we have not obtained and do not rely on opinions of other counsel in connection with our
representation of the Investment Adviser as counsel.
Based on, and subject to,
the foregoing, the assumptions, limitations and qualifications stated herein and such examination of law as we have deemed necessary,
we are of the opinion that:
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i.
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The Investment Adviser is registered with the Commission as an investment adviser under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”), and, to our knowledge, is not prohibited by the Advisers Act
or the 1940 Act from acting under the Investment Advisory Agreement as an Investment Adviser to the Fund as contemplated by the Registration
Statement, the Preliminary Prospectus or the Prospectus.
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ii.
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The Underwriting Agreement has been duly authorized, executed and delivered by the Investment Adviser.
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iii.
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Each of the Advisory Agreement, the Sub-Advisory Agreement and Expense Limitation Agreement constitutes
a valid and binding obligation of the Investment Adviser, enforceable against the Investment Adviser in accordance with its terms under
the laws of the State of New York.
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iv.
|
The execution and delivery by the Investment Adviser of, and the performance by the Investment Adviser
of its obligations under, the Underwriting Agreement will not to our knowledge constitute a breach or default under or result in the creation
or imposition of any lien, charge or encumbrance upon any properties or assets of the Adviser under the Advisory Agreement, the Sub-Advisory
Agreement or any other material agreement, indenture, lease or other instrument to which the Investment Adviser is a party or any of its
property or assets is subject, except where such breach, default, lien, charge or encumbrance does not or could not materially and adversely
affect the ability of the Adviser to perform its obligations under the Underwriting Agreement.
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v.
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The performance by the Investment Adviser of its obligations under the Advisory Agreement, the Sub-Advisory
Agreement, the Expense Limitation Agreement and the Underwriting Agreement does not violate the applicable laws of the State of New York,
the 1940 Act, the general rules and regulations adopted under the 1940 Act, the Advisers Act or the rules and regulations adopted
under the Advisers Act.
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vi.
|
The description in the Registration Statement, the Preliminary Prospectus and the Prospectus of the Investment
Adviser and its business complies in all material respects with all applicable requirements of the 1933 Act and the 1940 Act.
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vii.
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No consent, approval, authorization, or license with any governmental authority under any law, rule or
regulation of the State of New York or any federal law of the United States of America is required for the performance by the Investment
Adviser of its obligations under each of the Transaction Agreements and the Expense Limitation Agreement, except such as have been obtained
or such as to which the failure to obtain would have neither (a) an Adviser Material Adverse Effect nor (b) an adverse effect
on the consummation of the transactions contemplated by the Underwriting Agreement.
|
The opinions stated herein
are subject to the following qualifications:
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i.
|
We call to your attention that irrespective of the agreement of the parties to the Underwriting Agreement,
the Advisory Agreement or the Sub-Advisory Agreement concerning personal jurisdiction over them, a court may decline to hear a case on
grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition,
we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of
the United States of America in any action arising out of or relating to the Underwriting Agreement, the Advisory Agreement or the Sub-Advisory
Agreement.
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ii.
|
Except to the extent expressly stated herein, we do not express any opinion as to (a) the compliance
or noncompliance of any other party (other than the Investment Adviser) to the Underwriting Agreement, the Advisory Agreement and the
Sub-Advisory Agreement with any state, federal or other laws or regulations applicable to such party or (b) the legal or regulatory
status or the nature of the business of such party.
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iii.
|
Except to the extent expressly stated in the opinions contained herein, the opinions stated herein are
limited to the agreements specifically identified herein without regard to any agreement or other document referenced in such agreement
(including agreements or other documents incorporated by reference or attached or annexed thereto).
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iv.
|
We do not express any opinion with respect to any of the fees to be paid pursuant to the Advisory Agreement
or the Sub-Advisory Agreement.
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v.
|
We express no opinion as to whether the execution, delivery or performance by the Investment Adviser of
the Underwriting Agreement, the Advisory Agreement and the Sub-Advisory Agreement will constitute a violation of, or a default under,
any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of
operations of the Investment Adviser or any of its subsidiaries.
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vi.
|
The opinion set forth in paragraph (iv) above is based solely on our discussions with the officers
or other representatives of the Investment Adviser responsible for the matters discussed therein, our review of documents furnished to
us by the Investment Adviser and our reliance on the representations and warranties of the Investment Adviser contained in the Underwriting
Agreement, Advisory Agreement, Sub-Advisory Agreement, Officer’s Certificate and Secretary’s Certificate. In addition, we
call to your attention that we have not been engaged by, nor have we rendered any advice to, the Investment Adviser in connection with
any legal or governmental proceedings. Accordingly, we do not have any special knowledge with respect to such matters.
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vii.
|
We have assumed that there are no actions, suits or proceedings pending or threatened to which the Investment
Adviser is a party, before any court, governmental agency or arbitrator which would reasonably be expected to affect adversely the registration
of the Investment Adviser with the Commission.
|
We express no opinion herein
as to any matters governed by any laws other than the laws of the State of New York and the federal securities laws of the United States
of America that are normally applicable to transactions of the type contemplated by the Underwriting Agreement by closed-end management
investment companies registered under the 1940 Act.
The opinions expressed herein
are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. This
opinion speaks only as of the date hereof. We assume no obligation to supplement these opinions if any applicable law changes after the
date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.
The opinions expressed herein
are solely for the benefit of the Underwriters in connection with the transactions contemplated by the Underwriting Agreement and, without
our express written consent, this opinion letter may not be assigned or provided to or relied upon by any other person for any other purpose
(in each case other than the successor in interest of any Underwriter by means of merger, consolidation, transfer of business or other
similar transaction).
Very truly yours,
SCHEDULE E
FORM OF OPINION OF
DENTONS UK AND MIDDLE EAST LLP,
SCOTLAND COUNSEL OF THE INVESTMENT ADVISER
UBS Securities LLC
1285 Avenue of the Americas
New York NY 10019
United States
Dear Sirs
Legal Opinion on Aberdeen Asset Managers Limited (the Company)
We are legal advisers to Aberdeen Asset Managers Limited
which is incorporated under the United Kingdom Companies Act 1985 with registered number SC108419. The Company is a wholly owned subsidiary
of Aberdeen Asset Management PLC.
We have produced this opinion in accordance with Section 6(g)(iii) of
the Underwriting Agreement (as defined in Schedule 1). In our capacity as solicitors, regulated by the Law Society of Scotland in Scotland,
we are authorised to issue legal opinions relating to Scottish law.
Words and expressions defined in Schedule 1 shall bear the
same meanings in this opinion and Relevant Documents means the documents listed in Part 1 of Schedule 1.
We have examined copies of, and base our opinion on, the
documents listed in Schedule 1.
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4.1
|
We have not made any other enquires concerning the Company and in particular we have not investigated or verified any matter of fact
or opinion (whether set out in any of the Relevant Documents or elsewhere) other than as expressly stated in this opinion.
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4.2
|
We have not made any investigation of and do not express any opinion as to the laws of any jurisdiction outside Scotland and this
opinion relates only to the laws of Scotland as they exist at the date hereof.
|
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4.3
|
We have not been asked to advise you in connection with the preparation of the Relevant Documents and we therefore express no opinion
on the commercial or financial implications of the Relevant Documents or on whether the Relevant Documents give effect to the intentions
of the parties.
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|
|
4.4
|
This opinion is strictly limited to the matters specifically stated herein and is not to be read as extending by implication to any
other matter.
|
In providing this opinion, we have relied on the assumptions
set out in Schedule 2.
Based upon and subject to the assumptions set out in Schedule
2 and subject to the qualifications set out in Schedule 3 and to any matters not disclosed to us, we are of the opinion that:
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6.1
|
The Company has been duly organised and is validly existing as a limited liability company under the laws of Scotland and has full
corporate power under its Articles to conduct its business as described in the Registration Statement, the Prospectus and the Prospectus
Supplement and has the requisite corporate power to enter into and perform its obligations under the Relevant Documents.
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6.2
|
The Company is authorised and regulated in the United Kingdom by the Financial Conduct Authority in the conduct of investment business
within the meaning of the Financial Services and Markets Act 2000 and is authorised to carry out certain Regulated Activities (within
the meaning of the Financial Services and Markets Act (Regulated Activities) Order 2001) as set out in the FCA Register.
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6.3
|
As far as we are aware, the Company has made all necessary filings with the UK Registrar of Companies in respect of its financial
statements, confirmation statements and annual returns.
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6.4
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[The Company is in good standing in Scotland.]1
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6.5
|
The execution and delivery by the Company of the Relevant Documents and the performance of its obligations thereunder (a) have
been duly authorised by all requisite corporate action on its part, (b) do not contravene any of the provisions of the Articles or
the Certificate of Incorporation, and (c) do not contravene any provisions of Scottish law relating to companies generally.
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6.6
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The obligations of the Company under each of the Relevant Documents would be recognised as valid and binding by the Scottish courts.
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6.7
|
The implementation of the transactions contemplated by the Underwriting Agreement do not contravene any provisions of the laws of
Scotland.
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6.8
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It is not necessary or advisable to file, register or record any of the Relevant Documents with any court or authority in Scotland.
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6.9
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With the exception of the FCA permissions referred to in opinion 6.2, no consents, licences, approvals or authorisations of any governmental
or other regulatory authority or agency in Scotland are required by law in connection with the execution, delivery and performance of
the Relevant Documents by the Company.
|
To the best of our knowledge and belief, and without any
independent investigation, there are no material actions, suits or proceedings involving the Company by or before any Scottish Courts.
This opinion is subject to the qualifications set out in
Schedule 3.
This opinion shall be governed by and construed in accordance
with the law of Scotland.
1 Dentons Note: subject to receipt of Certificate of Good
Standing which has been requested from the Registrar.
This opinion is provided solely for the benefit of the person
to whom it is addressed and may not be disclosed to or relied upon by any other person, firm or company whatsoever without our prior written
consent.
Yours faithfully
Dentons UK and Middle East LLP
Schedule 1– Documents Examined
Part 1– Relevant Documents
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1
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An underwriting agreement dated [30] April 2021 between the
Company, Aberdeen Income Credit Strategies Fund (the Fund), Aberdeen Standard Investments Inc (the Sub-Adviser) and UBS
Securities LLC (the Underwriters) (Underwriting Agreement).
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2
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A copy of an investment advisory agreement between the Fund
and the Company dated 1 December 2017 (Advisory Agreement).
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3
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A copy of a sub-advisory agreement between the Fund, the Company
and the Sub-Adviser dated 1 December 2017 (Sub-Advisory Agreement).
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Part 2– Other Documents
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1
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A certified copy of the Articles of Association of the Company
(Articles).
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2
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The following sections from a copy of a prospectus dated 27
April 2021 filed by the Company with the United States Securities and Exchange Commission (Prospectus):
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2.1
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Adviser and Sub-Adviser (page 2);
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2.2
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Summary of Fund Expenses (part 7 only);
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2.3
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The Fund (paragraph 3 only) (page 25);
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2.4
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Investment Objectives and Principal Investment Strategy (paragraph
6 only) (page 26);
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2.5
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The Adviser (paragraph 1 only) (page 35); and
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2.6
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Advisory Agreements (paragraphs 1 and 4 only) (pages
35 and 36).
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3
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The following sections from a copy of a statement of additional
information dated 27 April 2021 filed by the Company with the United States Securities and Exchange Commission (SAI):
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3.1
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Trustees and Officers (lines 3 and 4 only) (page S-5);
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3.2
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The Adviser (page S-9);
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3.3
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Advisory Agreements (paragraphs 1, 2, 3, 6, 8, 9 and
11 only) (pages S-9 and S-10); and
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3.4
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Potential Conflicts of Interest of the Advisers (paragraphs
1, 2, 3, 5 and 6 only) (pages S-11 and S-12).
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4
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The following sections from a copy of a prospectus supplement
dated [30] April 2021 filed by the Company with the United States Securities and Exchange Commission (the Prospectus Supplement):
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4.1
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Principal Investment Strategy; Leverage (lines 9 and
10 only) (page i); and
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4.2
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Underwriters (paragraph 1 only) (page S-12).
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5
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The following sections from a copy of the annual report of the
Fund dated 31 October 2020 (the Annual Report):
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5.1
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Total Investment Returns (lines 1 and 2 of paragraph
2 only) (page 8);
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5.2
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Agreements and Transactions with Affiliates (paragraph
1 only) (page 25);
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5.3
|
Board of Trustees' Consideration of Advisory and Sub-Advisory
Agreements (line 5 of paragraph 1 only) (page 32); and
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5.4
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Corporate Information (under the heading Investment
Adviser only) (page 80).
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6
|
The following sections from a copy of the proxy statement of
the Fund dated 31 March 2021 (the Proxy Statement):
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6.1
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The Proposal: Election of Common Share Trustee (line
2 of paragraph 1 only) (page 5);
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6.2
|
Board Oversight of Risk Management (lines 3 and 4 only)
(page 15); and
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6.3
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Relationship of Trustees or Nominees with the Investment
Adviser, Sub-Adviser and Administrator (line 1 only) (page 17).
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7
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A certified copy of the certificate of incorporation of the
Company as a private company limited by shares with Companies House, Cardiff (Certificate of Incorporation).
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8
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Certified copies of change of name certificates of the Company
dated 22 March 1991 and 21 July 1997 (Change of Name Certificates).
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9
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An online report relating to the Company obtained from the Registrar
of Companies in Scotland on [7] May 2021 (the Company Search).
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10
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An online search of the Register of Insolvencies against the
Company carried out on [7] May 2021 (the Insolvency Search).
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11
|
Extract minutes of a Committee of the Board of Directors of
the Company held on [30 June 2020]2 confirming the Company's authorised signatories (the Board Minutes).
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12
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A certificate from the secretary in the form set out in Schedule
4 dated [7] May 2021 (the Certificate).
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|
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13
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An extract of the United Kingdom Financial Conduct Authority
(FCA) Register as at [DATE] 2021 (firm reference 121891) evidencing the regulatory authorisation by the FCA of the Company as
a company carrying out regulated activities including advising, arranging and dealing (as agent and principal) in investments, making
arrangements with a view to transactions in investments and managing investments (FCA Register).
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14
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A certificate of good standing relating to the Company obtained
from Companies House on [7] May 2021 (Certificate of Good Standing).
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15
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A copy of the Company's approved signatory list, dated [30 June
2020]3.
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2
Dentons Note: To be confirmed if updated minutes are available.
3 Dentons Note: To be
confirmed if an updated signatory list is available.
Schedule 2– Assumptions
We have assumed for the purposes of this opinion:
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1
|
the capacity, power and authority of each of the parties to
the Relevant Documents other than the Company to enter into and perform its obligations under the Relevant Documents and the due execution
and delivery of the Relevant Documents by such party;
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2
|
that the meeting of a Committee of the Board of Directors of
the Company held on [30 June 2020] was duly convened and held and that the general authority granted to [Fiona McGowan] to enter into
contracts on behalf of the Company contained in such board resolutions set out in the minutes relating to such meeting were duly passed
and have not been amended, modified or revoked and that such minutes contain a true and accurate record of the proceedings at such meeting;
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3
|
that the Advisory Agreement and the Sub-Advisory Agreement have
been duly executed by Gordon Brough on behalf of the Company and have been duly delivered and have been duly executed by the Company
in accordance with the law governing the formal validity thereof and have been duly delivered;
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4
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that the Underwriting Agreement has been duly executed by [Fiona
McGowan] on behalf of the Company and has been duly delivered and has been duly executed by the Company in accordance with the law governing
the formal validity thereof and has been duly delivered;
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5
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the conformity to original documents of all documents supplied
to us as photocopy, specimen, electronic or facsimile copies and that none of such documents has been amended, varied or terminated;
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6
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that each of the statements contained in the Certificate (on
which we have relied without further inquiry) is true and correct as of the date of this opinion;
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7
|
that the information disclosed by the Company Search reveals
all matters required by law to be notified to the Registrar of Companies, that such information is complete and accurate in all respects
and that a further search as at the time of this opinion is issued would not have revealed any additional information which could have
affected this opinion;
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8
|
that the Insolvency Search is complete and accurate in all respects
and does not fail to disclose any material information and that a further search as at the time of this opinion is issued would not have
revealed any additional information which could have affected this opinion;
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9
|
that the Underwriting Agreement constitutes a valid and binding
obligation of the parties thereto under the law of the state of New York to which it is expressed to be subject and that the performance
of such obligations is not illegal or unenforceable by virtue of the law of any jurisdiction (other than Scotland) in which they are
to be performed and that the Advisory Agreement and the Sub-Advisory Agreement constitutes valid and binding obligations of the parties
thereto under the law of the state of Delaware to which they are expressed to be subject and that the performance of such obligations
is not illegal or unenforceable by virtue of the law of any jurisdiction (other than Scotland) in which they are to be performed;
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10
|
that the execution and delivery of the Relevant Documents by
the Company and the performance of its obligations thereunder are in the interests of the Company and likely to promote the success of
the Company, that the Relevant Documents have been entered into for bona fide commercial reasons and on arm's length terms by each of
the parties thereto and that the Company derives the requisite corporate benefit from being a party to each of the Relevant Documents;
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11
|
that all regulatory requirements and other legal requirements
set out in the laws of the state of New York relating to the issue and sale of securities which apply to the transactions contemplated
by the Underwriting Agreement have been complied with by the Company;
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12
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that the Company is not unable nor is it deemed unable to pay
its debts within the meaning of section 123 of the Insolvency Act 1986 and will not become so unable to pay its debts in consequence
of entering into and performing its obligations under the Relevant Documents; and
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13
|
that the net assets of the Company will not be reduced by the
execution of any of the Relevant Documents or, to the extent that such execution would reduce the net assets of the Company, the amount
of such reduction will not exceed the amount of the distributable profits of the Company.
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Schedule 3– Qualifications
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|
|
We do not express any view on the particular remedies available on enforcement, such as specific
performance or injunction, which are discretionary remedies.
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|
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2
|
Corporate status
Although neither the Company Search
nor the Insolvency Search reveals that the Company has passed a voluntary winding-up resolution, or that any petition has been presented
or order made by any court for the winding up, dissolution or administration of the Company or that any receiver, trustee, administrator
or similar official has been appointed in relation to the Company or any of its assets or revenues, such Searches are not conclusive
and accordingly this opinion is given on the basis that no such event has occurred in relation to the Company.
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|
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3
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General principles of law affecting enforcement
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|
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3.1
|
The enforcement of the Relevant Documents may be limited by
applicable laws relating to prescription, limitation, bankruptcy, liquidation, receivership, administration, insolvency or other laws
relating to creditors' rights generally or by the application of rules of equity or public policy. As at the date of this opinion and
subject to the other statements made in this opinion, we are not aware of any circumstances concerning the enforcement of the Relevant
Documents which would give rise to a Scottish Court holding that the enforcement of the Relevant Documents would violate Scottish public
policy.
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3.2
|
The Insolvency Act 1986 (as amended by the Insolvency Act 2000)
allows a company which is an "eligible" company as part of the company voluntary arrangement procedure to obtain protection
from its creditors during a "moratorium" period of 28 days (with the option for creditors to extend the protection period for
a further two months). The effect of a moratorium is that no insolvency or administration procedures may be commenced in relation to
that company, any security created by that company over its property cannot be enforced, no administrative receiver may be appointed
pursuant to any security and no other legal process can be taken in relation to that company during such period except with the consent
of the Court. The moratorium does not extend to proceedings brought in foreign courts.
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|
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3.3
|
The enforcement of the obligations of the parties to the Relevant
Documents may be limited by the provisions of Scottish law applicable to agreements held to have been frustrated by events happening
after their execution.
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|
3.4
|
A party to a contract may be able to avoid its obligations under
that contract (and may have other remedies) if it has been induced to enter into that contract by misrepresentation or where there has
been error, fraud, coercion or duress.
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|
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3.5
|
A claim may be or become subject to the defence of set-off or
counterclaim.
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|
|
4
|
Enforcement of specific provisions
The award of costs
in legal proceedings in Scotland is discretionary and accordingly a Scottish court may refuse to give effect to any provisions of the
Relevant Documents providing for the payment of costs and expenses in respect of such proceedings.
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|
5
|
Jurisdiction and judgments
|
|
|
5.1
|
We express no opinion on whether a clause purporting to confer
exclusive jurisdiction on the courts of a state outside the United Kingdom will be upheld against a defendant who is domiciled in Scotland
or on whether proceedings instigated against such a defendant may be stayed on the grounds of forum non conveniens.
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|
|
5.2
|
Although monetary judgments of Scottish courts would normally
be expressed in sterling, in monetary claims for foreign currency Scottish courts may (but are not obliged to) issue a judgment expressed
as an order to pay the appropriate amount of foreign currency. The judgment will, however, require to be converted into sterling for
the purpose of diligence and enforcement. Indebtedness denominated in a foreign currency claimed in the winding-up of a Scottish company
must be converted into sterling for this purpose.
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|
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6
|
Enforcement of New York and Delaware judgments
|
|
|
6.1
|
The Courts of Scotland will give effect to a judgment rendered
by a court in New York or Delaware without examination of the merits of any such judgment provided the following criteria are satisfied
in relation to such a judgment:
|
|
|
6.1.1
|
the New York or Delaware court is regarded by Scottish law as
having jurisdiction in the international sense;
|
|
|
6.1.2
|
the action is not of a penal or revenue nature;
|
|
|
6.1.3
|
the judgment has not been obtained by the fraud of one of the
parties and the New York or Delaware court has acted judicially in passing the judgment; and
|
|
|
6.1.4
|
the judgment is final and not merely interlocutory.
|
|
|
6.2
|
The Scottish courts may refuse to enforce a foreign judgment
if (a) that judgment is one prohibited by the terms of the Protection of Trading Interests Act 1980 or (b) when the action giving rise
to that judgment would not have been competent in the Scottish courts on the grounds of public policy.
|
|
|
7
|
FCA Permissions
We are not qualified to and nor do we express any opinion on the scope, extent and appropriateness of the Part IV permissions granted
to the Company by the FCA under the Financial Services and Markets Act 2000 and recorded in the FCA Register in relation to the performance
by the Company of its obligations under the Relevant Documents. The Secretary's Certificate confirms that the scope of such permissions
is appropriate in relation to the Company's obligations under the Relevant Documents.
|
Schedule 4– Secretary's Certificate
We, authorised signatory of SLA Corporate Secretary Limited of 1 George
Street, Edinburgh, Scotland, EH2 2LL, hereby certify as follows:
|
|
1
|
SLA Corporate Secretary Limited is the Corporate Secretary of
Aberdeen Asset Managers Limited (the Company).
|
|
|
2
|
The copy of the Articles of Association of the Company attached
hereto and marked 'A' is true and complete in all respects and incorporates all amendments prior to the signing hereof.
|
|
|
3
|
The meeting of the Board of Directors held on [30 June 2020]
was duly convened and held; each of the Directors of the Company having any interest in the matters under consideration duly disclosed
that interest; the resolutions set out in the minutes of the meeting attached hereto and marked 'B' were duly passed and have not been
amended, modified or revoked; and the minutes contain a true and correct record of the proceedings at the meeting.
|
|
|
4
|
The Company is not unable and has not been deemed unable to
pay its debts within the meaning of section 123 of the Insolvency Act 1986.
|
|
|
5
|
The net assets of the Company will not be reduced by the execution
of any of the Relevant Documents or, to the extent that such execution would reduce the net assets of the Company, the amount of such
reduction will not exceed the amount of the distributable profits of the Company.
|
|
|
6
|
No order has been made or resolution passed for the compulsory
or voluntary winding up of the Company and, to the best of our knowledge and belief having made all reasonable enquiry, (a) no petition
has been presented for the compulsory or voluntary winding up of the Company or the making of an administration order in respect of the
Company and (b) no receiver, administrative receiver or administrator has been appointed in respect of the Company or any part of its
undertaking or assets.
|
|
|
7
|
We have examined a signed original of the documents listed on
the paper attached hereto and marked 'C' and the document was duly executed by [Fiona McGowan], who was approved as an authorised signatory
of the Company when such document was executed and the signature appearing on the document is her genuine signature and the document
has been duly delivered.
|
|
|
8
|
The Company has obtained the correct scope of permissions under
the Financial Services and Markets Act 2000 required (as set out in the FCA Register) in order to carry out its obligations under each
of the Relevant Documents.
|
|
|
9
|
The Company has not received any notice of any, nor has it raised
any, material actions, suits or proceedings involving the Company by or before any Scottish courts.
|
|
|
10
|
The Company has made all necessary filings with the UK Registrar
of Companies in respect of its financial statements, confirmation statements and annual returns.
|
For and on behalf of
SLA Corporate Secretary Limited
SCHEDULE F
FORM OF OPINION OF
DECHERT LLP,
COUNSEL FOR THE SUB-ADVISER
UBS Securities LLC
As Representative of the several Underwriters listed on Schedule A
c/o UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
|
|
Re:
|
Aberdeen Standard Investments Inc.
|
Ladies and Gentlemen:
We have acted as counsel for
Aberdeen Standard Investments Inc., a Delaware corporation (the “Sub-Adviser”), in connection with the transactions
contemplated by the Underwriting Agreement dated as of [•], 2021 (the “Underwriting Agreement”), by and among
(i) Aberdeen Income Credit Strategies Fund (the “Fund”), (ii) Aberdeen
Asset Managers Limited, a Scottish corporation (the “Investment Adviser”), (iii) the Sub-Adviser and (iv) you
as the representative of the several Underwriters listed in Schedule A to the Underwriting Agreement (collectively, the “Underwriters”).
This opinion is given pursuant to Section 6(g)(iv) of the Underwriting Agreement. Except as otherwise indicated, capitalized
terms used in this letter have the meanings given to them in the Underwriting Agreement.
As to matters of fact relating
to our opinions, we have relied upon written representations of the parties in the Documents (as defined below), written representations
made by the Sub-Adviser, and written representations of officers and other representatives of the Sub-Adviser, and we have examined originals,
or certified copies or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the
“Documents”), without independent verification of the accuracy of such representations or of the information contained
in the Documents.
|
|
13.
|
The registration statement on Form N-2 filed by the Fund with the U.S. Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment
Company Act of 1940, as amended (the “1940 Act”) (1933 Act File No. 333-253698 and 1940 Act File No. 811-22485);
the registration statement, as amended at the time when it became effective, including the information deemed to be part thereof at the
time of effectiveness pursuant to Rule 430B under the 1933 Act, being hereinafter referred to as the “Registration Statement”;
|
|
|
14.
|
The prospectus, dated [•], 2021, in the form it was filed with the Commission on [•], 2021,
pursuant to Rule 424(b) promulgated under the 1933 Act, including the Statement of Additional Information, dated [•], 2021,
included in such filing (the “Base Prospectus”);
|
|
|
15.
|
The preliminary prospectus supplement, dated [•], 2021, in the form it was filed with the Commission
on [•], 2021, pursuant to Rule 424(b) promulgated under the 1933 Act (the “Preliminary Prospectus Supplement”
and, together with the Base Prospectus, the “Preliminary Prospectus”);
|
|
|
16.
|
The final prospectus supplement, dated [•], 2021, in the form it was filed with the Commission on
[•], 2021, pursuant to Rule 424(b) promulgated under the 1933 Act (the “Prospectus Supplement” and,
together with the Base Prospectus, the “Prospectus”);
|
|
|
17.
|
An executed copy of the officer’s certificate of [•], [•] of the Sub-Adviser, dated the
date hereof (the “Officer’s Certificate”);
|
|
|
18.
|
An executed copy of the secretary’s certificate of Robert Hepp, Secretary of the Sub-Adviser, dated
the date hereof (the “Secretary’s Certificate”);
|
|
|
19.
|
A copy of the certificate of formation of the Sub-Adviser, certified as of [•] by the Secretary of
State of the State of Delaware and certified pursuant to the Secretary’s Certificate;
|
|
|
20.
|
The Certificate of Incorporation of the Sub-Adviser, as filed with the Secretary of State of the State
of Delaware (the “Secretary of State”) on January 26, 1994, as amended by the Certificate of Amendment of Certificate
of Incorporation, as filed with the Secretary of State on February 15, 1996, as amended by the Certificate of Amendment of Certificate
of Incorporation, as filed with the Secretary of State on December 4, 2003, as amended by the Certificate of Amendment of Certificate
of Incorporation, as filed with the Secretary of State on December 20, 2005, as amended by the Certificate of Amendment of Certificate
of Incorporation, as filed with the Secretary of State on October 22, 2018, as amended by the Certificate of Amendment of Certificate
of Incorporation, as filed with the Secretary of State on October 23, 2019 (collectively, the “Certificate of Incorporation”),
certified pursuant to the Secretary’s Certificate;
|
|
|
21.
|
The Bylaws of the Sub-Adviser (the “Bylaws”), certified pursuant to the Secretary’s
Certificate;
|
|
|
22.
|
A copy of the Sub-Adviser’s Uniform Application for Investment Adviser Registration, filed on Form ADV;
|
|
|
23.
|
A certificate, dated [•], 2021, from the Secretary of State of the State of Delaware with respect
to the Sub-Adviser’s formation, good standing and existence in the State of Delaware (the “Delaware Certificate”);
|
|
|
24.
|
An executed copy of the Underwriting Agreement; and
|
|
|
25.
|
An executed copy of the investment sub-advisory agreement dated December 1, 2017, by and among the
Fund, the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement,” and together with the Underwriting
Agreement, the “Transaction Documents”).
|
In addition, we have examined
originals or copies of such other corporate records of the Fund, the Investment Adviser and the Sub-Adviser, certificates of public officials
and officers of such persons and agreements and other documents as we have deemed necessary or appropriate as a basis for the opinions
expressed below.
In making such examination
and rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity and competence of all
persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents
submitted to us as certified, conformed, photostatic or electronic copies of such documents. We have also assumed that each individual
executing a Transaction Document on behalf of a party (other than the Sub-Adviser) is authorized to do so, and that each of the parties
(other than the Sub-Adviser) executing any of the Transaction Documents had the requisite corporate, trust, limited liability company
or partnership power to enter into and perform all obligations under such Transaction Documents and has validly executed and delivered
each of the Transaction Documents to which such party is a signatory, and such party’s obligations set forth therein are valid and
binding and are enforceable against such party in accordance with their terms. In addition, we have assumed that: (a) each of the
parties to the Transaction Documents (other than the Sub-Adviser) is validly existing and in good standing under the laws of the jurisdiction
of its organization or formation; and (b) each of the parties to the Transaction Documents has received all agreed upon consideration
for each Transaction Document to which it purports to be a party. We assume that (a) there has been no mutual mistake of fact, or
misunderstanding or fraud, duress or undue influence in connection with the negotiation, delivery and execution of the Transaction Documents
and (b) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no
usage of trade or course of prior dealing among the parties that would, in either case, vary, supplement or qualify the terms of the Transaction
Documents.
When an opinion set forth
below refers to “our knowledge” or any similar expressions as used herein, it is limited to the actual knowledge of the attorneys
of this firm who have rendered substantive legal services to the Sub-Adviser in connection with the transactions contemplated by the Underwriting
Agreement and our attorneys who have principal responsibility for representing the Sub-Adviser on other matters in areas relevant to the
opinions being rendered, which knowledge has been obtained by such attorneys in such capacity. Except to the extent expressly set forth
in this letter, we have not undertaken any independent investigation to determine the existence or absence of those facts, and no inference
as to the knowledge of the existence or absence of those facts should be drawn from our representation of the Sub-Adviser. Without limiting
the generality of the foregoing, it is expressly understood that no opinion is expressed with regard to: (a) the financial ability
of the Sub-Adviser to meet its obligations under the Sub-Advisory Agreement; (b) the truthfulness or accuracy of any applications,
reports, plans, documents or financial statements furnished to the Underwriters by (or on behalf of) the Sub-Adviser in connection with
the Underwriting Agreement, the Registration Statement, the Preliminary Prospectus or the Prospectus; or (c) the truthfulness or
accuracy of any representations or warranties made by the Sub-Adviser in the Underwriting Agreement, the Registration Statement, the Preliminary
Prospectus, the Prospectus or other documents described herein, which are not the subject of any of the opinions stated herein. Other
than as set forth herein, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence
or the absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the
fact of our representation of the Sub-Adviser. Moreover, we have not searched the dockets of any court, administrative body, agency or
other filing office in any jurisdiction.
We have not obtained special
written rulings of the Commission, state securities commissions or other administrative bodies or officials charged with the administration
of such statutes, regulations and rulings and we have not obtained and do not rely on opinions of other counsel in connection with our
representation of the Sub-Adviser as counsel.
Based on, and subject to,
the foregoing, the assumptions, limitations and qualifications stated herein and such examination of law as we have deemed necessary,
we are of the opinion that:
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viii.
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The Sub-Adviser is validly existing as a corporation under the General Corporation Law of the State of
Delaware (“General Corporation Law”) and in good standing under the laws of the State of Delaware and has the corporate
power and authority under the General Corporation Law to own, lease and operate its property and to conduct its business as described
in the Registration Statement, the Preliminary Prospectus and the Prospectus.
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ix.
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The Sub-Adviser is registered with the Commission as an investment adviser under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”), and, to our knowledge, is not prohibited by the Advisers Act or the 1940
Act from acting under the Sub-Advisory Agreement as a Sub-Adviser to the Fund as contemplated by the Registration Statement, the Preliminary
Prospectus or the Prospectus.
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x.
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The Underwriting Agreement has been duly authorized, executed and delivered by the Sub-Adviser.
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xi.
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The Sub-Advisory Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable
against the Sub-Adviser in accordance with its terms under the laws of the State of New York.
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xii.
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The execution and delivery by the Sub-Adviser of, and the performance by the Sub-Adviser of its obligations
under, the Underwriting Agreement will not (a) violate the General Corporation Law, any applicable laws of the State of New York,
the 1940 Act, the general rules and regulations adopted under the 1940 Act, the Advisers Act or the rules and regulations adopted
under the Advisers Act, (b) conflict with any provision of the Certificate of Incorporation or Bylaws, or (c) to our knowledge
constitute a breach or default under or result in the creation of any lien, charge or encumbrance upon any properties or assets of the
Sub-Adviser under any material agreement or instrument to which the Sub-Adviser is a party or by which the Sub-Adviser is bound or to
which any of the property or assets of the Sub-Adviser is subject, except where such breach, default, lien, charge or encumbrance does
not or could not materially and adversely affect the ability of the Sub-Adviser to perform its obligations under the Underwriting Agreement.
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xiii.
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The performance by the Sub-Adviser of its obligations under the Sub-Advisory Agreement does not violate
any applicable laws of the State of New York, the 1940 Act, the general rules and regulations adopted under the 1940 Act, the Advisers
Act or the rules and regulations adopted under the Advisers Act.
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xiv.
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The description in the Registration Statement, the Preliminary Prospectus and the Prospectus of the Sub-Adviser
and its business complies in all material respects with all applicable requirements of the 1933 Act and the 1940 Act.
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xv.
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No consent, approval, authorization, or license with any governmental authority under the General Corporation
Law, any law, rule or regulation of the State of New York or any federal law of the United States of America is required for the
performance by the Sub-Adviser of its obligations under the Transaction Agreements, except such as have been obtained or such as to which
the failure to obtain would have neither (a) an Adviser Material Adverse Effect nor (b) an adverse effect on the consummation
of the transactions contemplated by the Underwriting Agreement.
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The opinions stated herein
are subject to the following qualifications:
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viii.
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We call to your attention that irrespective of the agreement of the parties to the Underwriting Agreement
or the Sub-Advisory Agreement concerning personal jurisdiction over them, a court may decline to hear a case on grounds of forum non conveniens
or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention
that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America
in any action arising out of or relating to the Underwriting Agreement or the Sub-Advisory Agreement.
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ix.
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Our opinion set forth in paragraph (i) above relating to good standing and valid existence of the
Sub-Adviser is based solely upon our review of the Delaware Certificate.
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x.
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Except to the extent expressly stated herein, we do not express any opinion as to (a) the compliance
or noncompliance of any other party (other than the Sub-Adviser) to the Underwriting Agreement and the Sub-Advisory Agreement with any
state, federal or other laws or regulations applicable to such party or (b) the legal or regulatory status or the nature of the business
of such party.
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xi.
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Except to the extent expressly stated in the opinions contained herein, the opinions stated herein are
limited to the agreements specifically identified herein without regard to any agreement or other document referenced in such agreement
(including agreements or other documents incorporated by reference or attached or annexed thereto).
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xii.
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We do not express any opinion with respect to any of the fees to be paid pursuant to the Sub-Advisory
Agreement.
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xiii.
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We express no opinion as to whether the execution, delivery or performance by the Sub-Adviser of the Underwriting
Agreement and the Sub-Advisory Agreement will constitute a violation of, or a default under, any covenant, restriction or provision with
respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Sub-Adviser or any of its
subsidiaries.
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xiv.
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The opinion set forth in paragraph (v)(c) above is based solely on our discussions with the officers
or other representatives of the Sub-Adviser responsible for the matters discussed therein, our review of documents furnished to us by
the Sub-Adviser and our reliance on the representations and warranties of the Sub-Adviser contained in the Underwriting Agreement, Sub-Advisory
Agreement, Officer’s Certificate and Secretary’s Certificate. In addition, we call to your attention that we have not been
engaged by, nor have we rendered any advice to, the Sub-Adviser in connection with any legal or governmental proceedings. Accordingly,
we do not have any special knowledge with respect to such matters.
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xv.
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We have assumed that there are no actions, suits or proceedings pending or threatened to which the Sub-Adviser
is a party, before any court, governmental agency or arbitrator which would reasonably be expected to affect adversely the registration
of the Sub-Adviser with the Commission.
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We express no opinion herein
as to any matters governed by any laws other than the laws of the State of Delaware (to the limited extent set forth herein with respect
to the General Corporation Law), the State of New York and the federal securities laws of the United States of America that are normally
applicable to transactions of the type contemplated by the Underwriting Agreement by closed-end management investment companies registered
under the 1940 Act.
The opinions expressed herein
are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. This
opinion speaks only as of the date hereof. We assume no obligation to supplement these opinions if any applicable law changes after the
date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.
The opinions expressed herein
are solely for the benefit of the Underwriters in connection with the transactions contemplated by the Underwriting Agreement and, without
our express written consent, this opinion letter may not be assigned or provided to or relied upon by any other person for any other purpose
(in each case other than the successor in interest of any Underwriter by means of merger, consolidation, transfer of business or other
similar transaction).
Very truly yours,
SCHEDULE G
SALES MATERIALS
None
Exhibit
3.1
Aberdeen
Income Credit Strategies Fund
Statement
of Preferences
PERPETUAL
Preferred shares
Recitals
The Aberdeen Income Credit Strategies Fund (the “Fund”),
a Delaware statutory trust hereby certifies that:
WHEREAS, the Board of Trustees of the Fund (the
“Board of Trustees”), pursuant to authority expressly vested in it by Article 6 of the Amended and Restated Agreement
and Declaration of Trust of the Fund (the “Declaration of Trust”), adopted resolutions classifying an unlimited amount
of shares of beneficial interest of the Fund as authorized but unissued preferred shares of the Fund, par value $0.001 per share.
WHEREAS, the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, of each Series of
Perpetual Preferred Shares are set forth in this Statement of Preferences, as modified, amended or supplemented from time to time in any
Appendix (each an “Appendix” and collectively the “Appendices”) to this Statement of Preferences
specifically relating to such Series (each such Series being referred to herein as a “Series of Perpetual Preferred
Shares,” “Perpetual Preferred Shares of a Series” or a “Series” and shares of all such
Series being referred to herein individually as a “Perpetual Preferred Share” and collectively as the “Perpetual
Preferred Shares”).
DEFINITIONS
1.1 Definitions. Unless the
context or use indicates another or different meaning or intent and except with respect to any Series as specifically provided in
the Appendix applicable to such Series, each of the following terms when used in this Statement of Preferences shall have the meaning
ascribed to it below, whether such term is used in the singular or plural and regardless of tense:
“1940 Act” means the
Investment Company Act of 1940, as amended, or any successor statute.
“1940 Act Asset Coverage”
means the Asset Coverage specified in Section 18(a)(2)(B) of the 1940 Act as in effect on the date hereof.
“Appendices” and “Appendix”
shall have the respective meanings as set forth in the Recitals of this Statement of Preferences.
“Asset Coverage” shall
mean the “asset coverage” of a class of senior security which is stock, as specified in Section 18 of the 1940 Act as
in effect on the date hereof.
“Asset Coverage Cure Date”
means, with respect to the failure by the Fund to maintain Asset Coverage as of the close of business on the last Business Day of a Calendar
Quarter (as required by Section 2.4(a)), the date that is thirty (30) calendar days following the Filing Date with respect
to such Calendar Quarter.
“Board of Trustees” shall
have the meaning as set forth in the Recitals of this Statement of Preferences.
“Business Day” means
any calendar day on which the New York Stock Exchange is open for trading and that is neither a Saturday, Sunday nor any other day on
which banks in the city of New York, New York are authorized or obligated by law to close.
“Calendar Quarter” shall
mean any of the three-month periods ending March 31, June 30, September 30, or December 31 of each year.
“Commission” means the
U.S. Securities and Exchange Commission.
“Common Shares” means
the common shares of beneficial interest, par value $0.001 per share, of the Fund.
“Custodian” means a
bank, as defined in Section 2(a)(5) of the 1940 Act, that has the qualifications prescribed in paragraph 1 of Section 26(a) of
the 1940 Act, or such other entity as shall be providing custodian services to the Fund as permitted by the 1940 Act or any rule, regulation,
or order thereunder, and shall include, as appropriate, any similarly qualified sub-custodian duly appointed by the Custodian.
“Custodian Agreement”
means the Custodian Agreement by and among the Custodian and the Fund.
“Date of Original Issue”
means, with respect to any Series, the date specified as the Date of Original Issue for such Series in the Appendix for such Series.
“Declaration of Trust”
shall have the meaning as set forth in the Recitals of this Statement of Preferences.
“Default” shall have
the meaning as set forth in Section 2.2(g)(i).
“Default Period” shall
have the meaning as set forth in Section 2.2(g)(i).
“Default Rate” shall
have the meaning as set forth in Section 2.2(g)(i).
“Deposit Securities”
means, as of any date, any United States dollar-denominated security or other investment of a type described below that either (i) is
a demand obligation payable to the holder thereof on any Business Day or (ii) has a maturity date, mandatory redemption date or mandatory
payment date, on its face or at the option of the holder, preceding the relevant Redemption Date, Dividend Payment Date or other
payment date in respect of which such security or other investment has been deposited or set aside as a Deposit Security:
(i) cash or any cash equivalent;
(ii) any U.S. Government Obligation;
(iii) any Short-Term Money Market
Instrument;
(iv) any investment in any money
market fund registered under the 1940 Act that qualifies under Rule 2a-7 under the 1940 Act, or similar investment vehicle described
in Rule 12d1-1(b)(2) under the 1940 Act, that invests principally in Short-Term Money Market Instruments or U.S. Government
Obligations or any combination thereof; or
(v) any letter of credit from a
bank or other financial institution that has a credit rating from at least one rating agency that is the highest applicable rating generally
ascribed by such rating agency to bank deposits or short-term debt of similar banks or other financial institutions as of the date of
this Statement of Preferences (or such rating’s future equivalent).
“Dividend Default” shall
have the meaning as set forth in Section 2.2(g)(i).
“Dividend Payment Date”
means, with respect to any Series, each of the Dividend Payment Dates for such Series set forth in the Appendix for such Series.
“Dividend Period” means,
with respect to any Series, the Dividend Period for such Series set forth in the Appendix for such Series.
“Dividend Rate” means,
with respect to any Series and as of any date, the Fixed Dividend Rate for that Series as adjusted, if a Default Period shall
be in existence on such date, in accordance with the provisions of Section 2.2(g).
“Electronic Means” means
email transmission, facsimile transmission or other similar electronic means of communication providing evidence of transmission (but
excluding online communications systems covered by a separate agreement) acceptable to the sending party and the receiving party, in any
case if operative as between any two parties, or, if not operative, by telephone (promptly confirmed by any other method set forth in
this definition), which, in the case of notices to the Redemption and Paying Agent and the Custodian, shall be sent by such means to each
of its representatives set forth in the Redemption and Paying Agent Agreement and the Custodian Agreement, respectively.
“Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended.
“Filing Date” means,
with respect to any Calendar Quarter, the date of filing of the Fund’s SEC Report with respect to such Calendar Quarter.
“Fixed Dividend Rate”
means, with respect to any Series, the rate per annum specified as the Fixed Dividend Rate for such Series in the Appendix
for such Series.
“Fund” shall have the
meaning as set for in the Preamble to this Statement of Preferences.
“Holder” means, with
respect to the Perpetual Preferred Shares of any Series or any other security issued by the Fund, a Person in whose name such security
is registered in the registration books of the Fund maintained by the Redemption and Paying Agent or otherwise.
“Liquidation Preference”
means, with respect to any Series, the amount specified as the liquidation preference per share for that Series in the Appendix for
such Series.
“Mandatory Redemption Price”
shall have the meaning as set forth in Section 2.5(a)(i).
“Market Value” of any
asset of the Fund means, for securities for which market quotations are readily available, the market value thereof determined by an independent
third-party pricing service designated from time to time by the Board of Trustees. Market Value of any asset shall include any interest
accrued thereon. The pricing service shall value portfolio securities at the mean between the quoted bid and asked price or the yield
equivalent when quotations are readily available. Securities for which quotations are not readily available shall be valued at fair value
as determined by the pricing service using methods that include consideration of: yields or prices of securities of comparable quality,
type of issue, coupon, maturity and rating; indications as to value from dealers; and general market conditions. The pricing service may
employ electronic data processing techniques or a matrix system, or both, to determine recommended valuations.
“Non-Call Period” means,
with respect to any Series, the period (if any) during which such Series shall not be subject to redemption at the option of the
Fund, as set forth in the Appendix for such Series.
“Notice of Redemption”
shall have the meaning as set forth in Section 2.5(d).
“NRSRO” means any nationally
recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that is not an “affiliated
person” (as defined in Section 2(a)(3) of the 1940 Act) of the Fund.
“Optional Redemption Date”
shall have the meaning as set forth in Section 2.5(c)(i).
“Optional Redemption Premium”
means, with respect to any Series, the premium (expressed as a percentage of the Liquidation Preference of the shares of such Series),
if any, payable by the Fund upon the redemption of Perpetual Preferred Shares of such Series at the option of the Fund, as set forth
in the Appendix for such Series.
“Optional Redemption Price”
shall have the meaning as set forth in Section 2.5(c)(i).
“Outstanding” means,
as of any date with respect to Perpetual Preferred Shares of any Series, the number of Perpetual Preferred Shares of such Series theretofore
issued by the Fund except (without duplication):
(i) any shares of such Series theretofore
cancelled or redeemed or delivered to the Redemption and Paying Agent for cancellation or redemption in accordance with the terms hereof;
(ii) any shares of such Series as to
which the Fund shall have given a Notice of Redemption and irrevocably deposited with the Redemption and Paying Agent sufficient Deposit
Securities to redeem such shares in accordance with Section 2.5 hereof;
(iii) any shares of such Series as to
which the Fund shall be the Holder or the beneficial owner; and
(iv) any shares of such Series represented
by any certificate in lieu of which any new certificate has been executed and delivered by the Fund.
“Perpetual Preferred Shares”
shall have the meaning as set forth in the Recitals of this Statement of Preferences.
“Person” means and includes
an individual, a partnership, a trust, a corporation, a limited liability company, an unincorporated association, a joint venture or other
entity or a government or any agency or political subdivision thereof.
“Preferred Shares” means
any shares of beneficial interest of the Fund, par value $0.001 per share, classified as preferred shares, including shares of each Series of
Perpetual Preferred Shares, shares of any other series of such preferred shares now or hereafter issued by the Fund, and any other shares
of beneficial interest hereafter authorized and issued by the Fund of a class having priority over any other class as to distribution
of assets or payments of dividends.
“Rating Agency” means,
as of any date and in respect of a Series of Perpetual Preferred Shares, (i) Moody’s Investors Service, Inc., to
the extent it maintains a rating on the Perpetual Preferred Shares of such Series on such date and has not been replaced as a Rating
Agency in accordance with Section 2.8 and (ii) any other NRSRO designated as a Rating Agency on such date in accordance
with Section 2.8. Moody’s Investors Service, Inc. has initially been designated as Rating Agency for purposes of
the Perpetual Preferred Shares subject to this Statement. In the event that at any time any Rating Agency (i) ceases to be a Rating
Agency for purposes of any Series of Perpetual Preferred Shares and such Rating Agency has been replaced by another Rating Agency
in accordance with Section 2.8, any references to any credit rating of the replaced Rating Agency in this Statement or any
Appendix shall be deleted for purposes hereof as provided below and shall be deemed instead to be references to the equivalent credit
rating of the Rating Agency that has replaced such Rating Agency as of the most recent date on which such replacement Rating Agency published
credit ratings for such Series of Perpetual Preferred Shares or (ii) designates a new rating definition for any credit rating
of such Rating Agency with a corresponding replacement rating definition for such credit rating of such Rating Agency, any references
to such replaced rating definition of such Rating Agency contained in this statement or any Appendix shall instead be deemed to be references
to such corresponding replacement rating definition. In the event that at any time the designation of any Rating Agency as a Rating Agency
for purposes of any Series of Perpetual Preferred Shares is terminated in accordance with Section 2.8, any rating of
such terminated Rating Agency, to the extent it would have been taken into account in any of the provisions of this Statement or the Appendix
for such Series of Perpetual Preferred Shares, shall be disregarded, and only the ratings of the then-designated Rating Agency for
such Series of Perpetual Preferred Shares shall be taken into account for purposes of this Statement and such Appendix.
“Rating Agency Guidelines”
means the guidelines of any Rating Agency, as they may be amended or modified from time to time, compliance with which is required to
cause such Rating Agency to continue to issue a rating with respect to a Series of Perpetual Preferred Shares for so long as any
Perpetual Preferred Shares of such Series are Outstanding.
“Redemption and Paying Agent”
means, with respect to any Series, DST Systems, Inc. and its successors or any other redemption and paying agent appointed by the
Fund with respect to such Series.
“Redemption and Paying Agent Agreement”
means, with respect to any Series, the Redemption and Paying Agent Agreement or other similarly titled agreement by and among the Redemption
and Paying Agent for such Series and the Fund with respect to such Series.
“Redemption Date”
shall have the meaning as set forth in Section 2.5(d).
“Redemption Default”
shall have the meaning as set forth in Section 2.2(g)(i).
“Redemption Price”
shall mean the Mandatory Redemption Price or the Optional Redemption Price, as applicable.
“SEC Report” means, with
respect to any Calendar Quarter, the Fund’s Annual Report or Semi-Annual Report on Form N-CSR and the monthly report of Form N-PORT,
as applicable, filed by the Fund with the Securities and Exchange Commission with respect to the fiscal period ending as of the last day
of such Calendar Quarter.
“Securities Depository”
shall mean The Depository Trust Company and its successors and assigns or any other securities depository selected by the Fund that
agrees to follow the procedures required to be followed by such securities depository as set forth in this Statement of Preferences with
respect to the Perpetual Preferred Shares.
“Senior Security” shall
have the meaning specified in Section 18 under the 1940 Act, as in effect on the date hereof.
“Series” shall have the
meaning as set forth in the Recitals of this Statement of Preferences.
“Short-Term Money Market Instruments”
means the following types of instruments if, on the date of purchase or other acquisition thereof by the Fund, the remaining term to maturity
thereof is not in excess of 180 days:
(i) commercial paper rated A-1
if such commercial paper matures in 30 days or A-1+ if such commercial paper matures in over 30 days;
(ii) demand or time deposits in,
and banker’s acceptances and certificates of deposit of (A) a depository institution or trust company incorporated under the
laws of the United States of America or any state thereof or the District of Columbia or (B) a United States branch office or agency
of a foreign depository institution (provided that such branch office or agency is subject to banking regulation under the laws of the
United States, any state thereof or the District of Columbia); and
(iii) overnight funds.
“Statement of Preferences”
means this Statement of Preferences of Aberdeen Income Credit Strategies Fund, as it may be amended from time to time in accordance with
its terms.
“U.S. Government Obligations”
means direct obligations of the United States or of its agencies or instrumentalities that are entitled to the full faith and credit of
the United States and that, other than United States Treasury Bills, provide for the periodic payment of interest and the full payment
of principal at maturity or call for redemption.
“Voting Period” shall
have the meaning as set forth in Section 2.6(b)(i).
With respect to any Series, any additional definitions
specifically set forth in the Appendix relating to such Series and any amendments to any definitions specifically set forth in the
Appendix relating to such Series, as such Appendix may be amended from time to time, shall be incorporated herein and made part hereof
by reference thereto, but only with respect to such Series.
1.2 Interpretation. The headings
preceding the text of Articles and Sections included in this Statement of Preferences are for convenience only and shall not be deemed
part of this Statement of Preferences or be given any effect in interpreting this Statement of Preferences. The use of the masculine,
feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Statement of Preferences.
The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation”
or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns
to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Statement of Preferences),
document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance
with the terms thereof and, if applicable, the terms hereof. Except as otherwise expressly set forth herein, reference to any law means
such law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures
and any interpretations promulgated thereunder. Underscored references to Articles or Sections shall refer to those portions of this
Statement of Preferences. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar
import shall refer to this Statement of Preferences as a whole and not to any particular Article, Section or clause of this Statement
of Preferences.
TERMS APPLICABLE TO ALL SERIES OF
PERPETUAL PREFERRED SHARES
Except for such changes and amendments hereto
with respect to a Series of Perpetual Preferred Shares that are specifically contemplated by the Appendix relating to such Series,
each Series of Perpetual Preferred Shares shall have the following terms:
2.1 Number of Shares; Ranking.
(a) The number of authorized shares constituting
any Series of Perpetual Preferred Shares shall be as set forth with respect to such Series in the Appendix hereto relating to
such Series. No fractional Perpetual Preferred Shares shall be issued.
(b) The Perpetual Preferred Shares of each
Series shall rank on parity with shares of each other Series of Perpetual Preferred Shares and with shares of any other series
of Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs
of the Fund. The Perpetual Preferred Shares of each Series shall have preference with respect to the payment of dividends and as
to distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund over the Common Shares as set forth herein.
(c) No Holder of Perpetual Preferred Shares
shall have, solely by reason of being such a Holder, any preemptive or other right to acquire, purchase or subscribe for any Perpetual
Preferred Shares or Common Shares or other securities of the Fund which it may hereafter issue or sell.
2.2 Dividends and Distributions.
(a) The Holders of any Perpetual Preferred
Shares of any Series shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board of Trustees,
out of funds legally available therefor and in preference to dividends and distributions on the Common Shares, cumulative cash dividends
and distributions on each share of such Series, calculated separately for each Dividend Period for such Series at the Dividend Rate
in effect from time to time for such Series during such Dividend Period, computed on the basis of a 360-day year consisting of twelve
30-day months, on an amount equal to the Liquidation Preference for a share of such Series, and no more. Dividends and distributions on
the Perpetual Preferred Shares of any Series shall accumulate from the Date of Original Issue with respect to such Series and
shall be payable monthly in arrears as provided in Section 2.2(f). Dividends payable on any Perpetual Preferred Shares of
any Series for any period of less than a full monthly Dividend Period, upon any redemption of such shares on any Redemption Date
other than on a Dividend Payment Date, or, in the case of the first Dividend Period, more than a full monthly period, shall be computed
on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed for any period of less than, or,
in the case of the first Dividend Period, greater than, one month.
(b) Dividends on shares of each Series of
Perpetual Preferred Shares with respect to any Dividend Period shall be declared to the Holders of record of such shares as their names
shall appear on the registration books of the Fund at the close of business on the applicable record date, which shall be such date designated
by the Board of Trustees that is not more than twenty (20) nor less than ten (10) calendar days prior to the Dividend Payment
Date with respect to such Dividend Period, and shall be paid as provided further in Section 2.2(f) hereof.
(c) (i) No full dividends or distributions
shall be declared or paid on shares of a Series of Perpetual Preferred Shares for any Dividend Period or part thereof unless full
cumulative dividends and distributions due through the most recent dividend payment dates therefor for all outstanding Preferred Shares
(including shares of other Series of Perpetual Preferred Shares) have been or contemporaneously are declared and paid through the
most recent dividend payment dates therefor. If full cumulative dividends and distributions due have not been declared and paid on all
outstanding Preferred Shares of any series, any dividends and distributions being declared and paid on a Series of Perpetual Preferred
Shares will be declared and paid as nearly pro rata as possible in proportion to the respective amounts of dividends and distributions
accumulated but unpaid on each such series of Preferred Shares on the relevant dividend payment date for such series. No Holders of Perpetual
Preferred Shares shall be entitled to any dividends and distributions, whether payable in cash, property or shares, in excess of full
cumulative dividends and distributions as provided in this Section 2.2(c)(i) on such Perpetual Preferred Shares.
(ii) Except as noted below, for so long as
any Perpetual Preferred Shares are Outstanding, the Fund shall not: (x) declare any dividend or other distribution (other than a
dividend or distribution paid in Common Shares) in respect of the Common Shares, (y) call for redemption, redeem, purchase or otherwise
acquire for consideration any Common Shares, or (z) pay any proceeds of the liquidation of the Fund in respect of the Common Shares,
unless, in each case, (A) immediately thereafter, the Fund shall have 1940 Act Asset Coverage after deducting the amount of such
dividend or distribution or redemption or purchase price or liquidation proceeds, (B) all cumulative dividends and distributions
on all Perpetual Preferred Shares and all other Preferred Shares ranking on a parity with the Perpetual Preferred Shares due on or prior
to the earlier of the declaration, record or payment date, as applicable, of the applicable dividend, distribution, redemption, purchase
or acquisition shall have been declared and paid (or shall have been declared and Deposit Securities or sufficient funds (in accordance
with the terms of such Preferred Shares) for the payment thereof shall have been deposited irrevocably with the paying agent for such
Preferred Shares) and (C) the Fund shall have deposited Deposit Securities pursuant to and in accordance with the requirements of
Section 2.5(d)(ii) hereof with respect to Outstanding Perpetual Preferred Shares of any Series to be redeemed pursuant
to Section 2.5(a) hereof for which a Notice of Redemption shall have been given or shall have been required to be given
in accordance with the terms hereof on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition.
Notwithstanding the foregoing, the Fund shall not, at any time, be prohibited or otherwise restricted in its ability to call for redemption,
redeem, purchase or otherwise acquire for consideration shares of beneficial interest in compliance with the 1940 Act and the terms set
forth under Section 2.5(b) hereof.
(iii) Any dividend payment made on shares
of a Series of Perpetual Preferred Shares shall be credited against the dividends and distributions accumulated with respect to the
Dividend Period or Dividend Periods for such Series for which dividends and distributions have not been paid, in chronological order.
(d) Not later than 12:00 noon, New York City
time, on the Dividend Payment Date for a Series of Perpetual Preferred Shares, the Fund shall deposit with the Redemption and Paying
Agent Deposit Securities having an aggregate Market Value on such date sufficient to pay the dividends and distributions that are payable
on such Dividend Payment Date in respect of such Series. The Fund may direct the Redemption and Paying Agent with respect to the investment
or reinvestment of any such Deposit Securities prior to the Dividend Payment Date; provided that such investment or reinvestment
consists exclusively of Deposit Securities and provided further that the proceeds of any such investment will be available as same day
funds at the opening of business on such Dividend Payment Date.
(e) All Deposit Securities paid to the Redemption
and Paying Agent for the payment of dividends payable on a Series of Perpetual Preferred Shares shall be held in trust for the payment
of such dividends by the Redemption and Paying Agent for the benefit of the Holders of such Series entitled to the payment of such
dividends pursuant to Section 2.2(f). Any moneys paid to the Redemption and Paying Agent in accordance with the foregoing
but not applied by the Redemption and Paying Agent to the payment of dividends, including interest earned on such moneys while so held,
will, to the extent permitted by law, be repaid to the Fund as soon as possible after the date on which such moneys were to have been
so applied, upon request of the Fund.
(f) Dividends on shares of a Series of
Perpetual Preferred Shares shall be paid on each Dividend Payment Date for such Series to the Holders of shares of such Series as
their names appear on the registration books of the Fund at the close of business on the applicable record date for such dividend, which
record date shall be determined as set forth in Section 2.2(b). Dividends in arrears on shares of a Series of Perpetual
Preferred Shares for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment
Date, to the Holders of shares of such Series as their names appear on the registration books of the Fund on such date, not exceeding
twenty (20) nor less than ten (10) calendar days preceding the payment date thereof, as may be fixed by the Board of Trustees.
No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on shares of any Series of
Perpetual Preferred Shares which may be in arrears.
(g) (i) The Dividend Rate on a Series of
Perpetual Preferred Shares shall be adjusted to the Default Rate (as defined below) in the following circumstances. Subject to the cure
provisions below, a “Default Period” with respect to a Series of Perpetual Preferred Shares shall commence on
any date the Fund fails to deposit with the Redemption and Paying Agent by 12:00 noon, New York City time, on (A) a Dividend Payment
Date for such Series, Deposit Securities that will provide funds available to the Redemption and Paying Agent on such Dividend Payment
Date sufficient to pay the full amount of any dividend on such Series payable on such Dividend Payment Date (a “Dividend
Default”) or (B) an applicable Redemption Date for such Series, Deposit Securities that will provide funds available
to the Redemption and Paying Agent on such Redemption Date sufficient to pay the full amount of the Redemption Price payable
in respect of such Series on such Redemption Date (a “Redemption Default” and together with a Dividend
Default, hereinafter referred to as “Default”). Subject to the cure provisions of Section 2.2(g)(ii) below,
a Default Period with respect to a Dividend Default or a Redemption Default on a Series of Perpetual Preferred Shares shall
end on the Business Day on which, by 12:00 noon, New York City time, an amount equal to all unpaid dividends on such Series and any
unpaid Redemption Price on such Series shall have been deposited irrevocably in trust in same-day funds with the Redemption
and Paying Agent. In the case of any Default on a Series of Perpetual Preferred Shares, the Dividend Rate for such Series for
each calendar day during the Default Period will be equal to the Default Rate. The “Default Rate” on a Series of
Perpetual Preferred Shares for any calendar day shall be equal to the Fixed Dividend Rate for such Series plus two percent
(2%) per annum.
(ii) No Default Period for a Series of
Perpetual Preferred Shares with respect to any Default on such Series shall be deemed to commence if the amount of any dividend or
any Redemption Price due in respect of such Series (if such Default is not solely due to the willful failure of the Fund) is
deposited irrevocably in trust, in same-day funds, with the Redemption and Paying Agent by 12:00 noon, New York City time, on a Business
Day that is not later than three (3) Business Days after the applicable Dividend Payment Date or Redemption Date for such Series with
respect to which such Default occurred, together with an amount equal to the Default Rate on such Series applied to the amount and
period of such non-payment on such Series, based on the actual number of calendar days comprising such period divided by 360.
2.3 Liquidation Rights.
(a) In the event of any liquidation, dissolution
or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of Perpetual Preferred Shares shall be entitled
to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any
distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference
for such shares, plus an amount equal to all unpaid dividends and distributions on such shares accumulated to (but excluding) the
date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but excluding interest thereon),
and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation,
dissolution or winding up.
(b) If, upon any liquidation, dissolution
or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the
Holders of all Outstanding Perpetual Preferred Shares and any other outstanding Preferred Shares shall be insufficient to permit the
payment in full to such Holders of the Liquidation Preference of such Perpetual Preferred Shares plus accumulated and unpaid dividends
and distributions on such shares as provided in Section 2.3(a) above and the amounts due upon liquidation with respect
to such other Preferred Shares, then such available assets shall be distributed among the Holders of such Perpetual Preferred Shares
and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled.
In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and
until the Liquidation Preference on each Outstanding Perpetual Preferred Share plus accumulated and unpaid dividends and distributions
on such shares as provided in Section 2.3(a) above have been paid in full to the Holders of such shares, no dividends,
distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund
in respect of, Common Shares.
(c) Neither the sale of all or substantially
all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business
or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust,
corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary,
for the purpose of this Section 2.3.
2.4 Coverage Test.
(a) Asset Coverage Requirement.
For so long as any shares of a Series of Perpetual Preferred Shares are Outstanding, the Fund shall have Asset Coverage of at least
200% as of the close of business on the last Business Day of each Calendar Quarter. If the Fund shall fail to maintain such Asset Coverage
as of any time as of which such compliance is required to be determined as aforesaid, the provisions of Section 2.5(a)(i) shall
be applicable, which provisions shall constitute the sole remedy for the Fund’s failure to comply with the provisions of this Section 2.4(a).
(b) Calculation of Asset Coverage.
For purposes of determining whether the requirements of Section 2.4(a) are satisfied, (i) no Perpetual Preferred
Shares of any Series or other Preferred Shares shall be deemed to be Outstanding for purposes of any computation required by Section 2.4(a) if,
prior to or concurrently with such determination, either (x) sufficient Deposit Securities or other sufficient funds (in accordance
with the terms of such Series or other Preferred Shares) to pay the full redemption price for such Series or other Preferred
Shares (or the portion thereof to be redeemed) shall have been deposited in trust with the paying agent for such Series or other
Preferred Shares and the requisite notice of redemption for such Series or other Preferred Shares (or the portion thereof to be redeemed)
shall have been given or (y) sufficient Deposit Securities or other sufficient funds (in accordance with the terms of such Series or
other Preferred Shares) to pay the full redemption price for such Series or other Preferred Shares (or the portion thereof to be
redeemed) shall have been segregated by the Custodian and the Fund from the assets of the Fund, by means of appropriate identification
on the Custodian’s books and records or otherwise in accordance with the Custodian’s normal procedures, and (ii) the
Deposit Securities or other sufficient funds that shall have been deposited with the applicable paying agent and/or segregated by the
Custodian, as applicable, as provided in clause (i) of this sentence shall not be included as assets of the Fund for purposes
of such computation.
2.5 Redemption. Each Series of
Perpetual Preferred Shares shall be subject to redemption by the Fund as provided below:
(a) Asset Coverage Mandatory Redemption.
(i) If the Fund fails to comply with the
Asset Coverage requirement as provided in Section 2.4(a) as of the last Business Day of any Calendar Quarter and such
failure is not cured as of the Asset Coverage Cure Date, the Fund shall, to the extent permitted by the 1940 Act and Delaware law and
pursuant to the terms and conditions of any credit agreement, loan agreement, credit facility or other agreement representing borrowings
of the Fund (a “Credit Agreement”) that is in effect at such time, by the close of business on such Asset Coverage
Cure Date, fix a redemption date and proceed to redeem in accordance with the terms of such Preferred Shares, a sufficient number of shares
of Preferred Shares, which at the Funds sole option (to the extent permitted by the 1940 Act and Delaware law) may include any number
or proportion of Perpetual Preferred Shares of any Series, to enable it to meet the requirements of Section 2.5(a)(ii). In
the event that any shares of a Series of Perpetual Preferred Shares then Outstanding are to be redeemed pursuant to this Section 2.5(a)(i),
the Fund shall redeem such shares at a price per share equal to the Liquidation Preference per share of such Series plus an
amount equal to all unpaid dividends and distributions on such share of such Series accumulated to (but excluding) the date fixed
for such redemption by the Board of Trustees (whether or not earned or declared by the Fund, but excluding interest thereon) (the “Mandatory
Redemption Price”).
(ii) On the Redemption Date for a redemption
contemplated by Section 2.5(a)(i), the Fund shall redeem, out of funds legally available therefor and to the extent permitted
by any Credit Agreement in effect on such date, such number of Preferred Shares (which may include at the sole option of the Fund any
number or proportion of Perpetual Preferred Shares of any Series) as shall be equal to the lesser of (x) the minimum number of shares
of Preferred Shares, the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage
Cure Date, would result in the Fund having Asset Coverage on such Asset Coverage Cure Date of at least 200% (provided, however, that if
there is no such minimum number of Perpetual Preferred Shares and other Preferred Shares the redemption or retirement of which would have
such result, all Perpetual Preferred Shares and other Preferred Shares then outstanding shall be redeemed), and (y) the maximum number
of Preferred Shares that can be redeemed out of funds expected to be legally available therefor in accordance with the Declaration of
Trust and applicable law and to the extent permitted by any Credit Agreement in effect on such date. Notwithstanding the foregoing, in
the event that Preferred Shares are redeemed pursuant to this Section 2.5(a), the Fund may at its sole option, but is not
required to, redeem a sufficient number of shares of any Series of Perpetual Preferred Shares pursuant to this Section 2.5(a) that,
when aggregated with other Preferred Shares redeemed by the Fund, would result, if deemed to have occurred immediately prior to the opening
of business on the Asset Coverage Cure Date, in the Fund having Asset Coverage on such Asset Coverage Cure Date of up to and including
285%. The Fund shall effect such redemption on the date fixed by the Fund therefor, which date shall not be later than ninety (90) calendar
days after such Asset Coverage Cure Date, except that if the Fund does not have funds legally available for the redemption of all of the
required number of Perpetual Preferred Shares and other Preferred Shares which have been designated to be redeemed or the Fund otherwise
is unable to effect such redemption on or prior to ninety (90) calendar days after such Asset Coverage Cure Date, the Fund shall
redeem those Perpetual Preferred Shares and other Preferred Shares which it was unable to redeem on the earliest practicable date on which
it is able to effect such redemption. If fewer than all of the Outstanding Perpetual Preferred Shares of a Series are to be redeemed
pursuant to this Section 2.5(a), the number of Perpetual Preferred Shares of such Series to be redeemed shall be redeemed
(A) from each Holder pro rata based upon the number of Outstanding shares of such Series held by such Holder, or (B) by
lot.
(b) [Reserved.]
(c) Optional Redemption.
(i) Subject to the provisions of Section 2.5(c)(ii),
on any Business Day following the expiration of the Non-Call Period (if any) for a Series of Perpetual Preferred Shares (any such
Business Day referred to in this sentence, an “Optional Redemption Date”), the Fund may redeem in whole or from
time to time in part the Outstanding Perpetual Preferred Shares of such Series, at a redemption price per Perpetual Preferred Share (the
“Optional Redemption Price”) equal to (x) the Liquidation Preference per Perpetual Preferred Share of such
Series plus (y) an amount equal to all unpaid dividends and distributions on such Perpetual Preferred Share of such Series accumulated
to (but excluding) the Optional Redemption Date (whether or not earned or declared by the Fund, but excluding interest thereon) plus
(z) the Optional Redemption Premium per share (if any) with respect to an optional redemption of Perpetual Preferred Shares
of such Series that is effected on such Optional Redemption Date.
(ii) If fewer than all of the outstanding
shares of a Series of Perpetual Preferred Shares are to be redeemed pursuant to Section 2.5(c)(i), the shares of such
Series to be redeemed shall be selected either (A) from each Holder pro rata based upon the number of Outstanding shares
of such Series held by such Holder, (B) by lot or (C) in such other manner as the Board of Trustees may determine to be
fair and equitable. Subject to the provisions of this Statement of Preferences and applicable law, the Board of Trustees will have the
full power and authority to prescribe the terms and conditions upon which Perpetual Preferred Shares will be redeemed pursuant to this
Section 2.5(c) from time to time.
(iii) The Fund may not on any date deliver
a Notice of Redemption pursuant to Section 2.5(d) in respect of a redemption contemplated to be effected pursuant to
this Section 2.5(c) unless on such date the Fund has available Deposit Securities for the Optional Redemption Date
contemplated by such Notice of Redemption having a Market Value not less than the amount (including any applicable premium) due to Holders
of Perpetual Preferred Shares by reason of the redemption of such Perpetual Preferred Shares on such Optional Redemption Date.
(d) Procedures for Redemption.
(i) If the Fund shall determine or be required
to redeem, in whole or in part, Perpetual Preferred Shares of a Series pursuant to Section 2.5(a), (b), or (c), the
Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail,
postage prepaid or by Electronic Means to Holders thereof, or request the Redemption and Paying Agent, on behalf of the Fund, to promptly
do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. A Notice of Redemption shall be provided not
more than forty-five (45) calendar days prior to the date fixed for redemption in such Notice of Redemption (the “Redemption Date”).
The Redemption Date shall be not less than thirty (30) calendar days and not more than ninety (90) calendar days following the date upon
which the Notice of Redemption is provided to Holders thereof. Each such Notice of Redemption shall state: (A) the Redemption Date;
(B) the Series and number of Perpetual Preferred Shares to be redeemed; (C) the CUSIP number for Perpetual Preferred Shares
of such Series; (D) the applicable Redemption Price on a per share basis; (E) if applicable, the place or places where
the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice
of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the Perpetual Preferred
Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement
of Preferences under which such redemption is made. If fewer than all Perpetual Preferred Shares held by any Holder are to be redeemed,
the Notice of Redemption delivered to such Holder shall also specify the number of Perpetual Preferred Shares to be redeemed from such
Holder or the method of determining such number. The Fund may provide in any Notice of Redemption relating to a redemption contemplated
to be effected pursuant to this Statement of Preferences that such redemption is subject to one or more conditions precedent and that
the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the
manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of
redemption proceedings, except as required by applicable law.
(ii) If the Fund shall give a Notice of Redemption,
then at any time from and after the giving of such Notice of Redemption and prior to 12:00 noon, New York City time, on the Redemption Date
(so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the
Redemption and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price
of the Perpetual Preferred Shares to be redeemed on the Redemption Date and (B) give the Redemption and Paying Agent irrevocable
instructions and authority to pay the applicable Redemption Price to the Holders of the Perpetual Preferred Shares called for redemption
on the Redemption Date. The Fund may direct the Redemption and Paying Agent with respect to the investment or reinvestment of any
Deposit Securities prior to the Redemption Date; provided that such investment or reinvestment consists exclusively of Deposit
Securities and provided further that the proceeds of any such investment shall be available at the opening of business on the Redemption Date
as same day funds.
(iii) Upon the date of the deposit of such
Deposit Securities; provided that notice has been published that sufficient funds will be made available to Holders within ninety
(90) calendar days, all rights of the Holders of the Perpetual Preferred Shares so called for redemption shall cease and terminate except
the right of the Holders thereof to receive the Redemption Price thereof and such Perpetual Preferred Shares shall no longer be deemed
Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the
accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which
accumulated dividends shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall
be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price
of the Perpetual Preferred Shares called for redemption on the Redemption Date. Any Deposit Securities so deposited that are unclaimed
at the end of ninety (90) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund,
after which the Holders of the Perpetual Preferred Shares so called for redemption shall look only to the Fund for payment of the Redemption Price
thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities
so deposited. Notwithstanding anything in this Section 2.5(d)(iv) to the contrary, the rights of the Holders of the Perpetual
Preferred Shares called for redemption shall not be terminated in the event that there is a default in funds available for redemption.
(iv) On or after the Redemption Date,
each Holder of Perpetual Preferred Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing
such Perpetual Preferred Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive
the Redemption Price for such Perpetual Preferred Shares, without interest, and in the case of a redemption of fewer than all the
Perpetual Preferred Shares represented by such certificate(s), a new certificate representing the Perpetual Preferred Shares that were
not redeemed.
(v) Notwithstanding the other provisions
of this Section 2.5, except as otherwise required by law, the Fund shall not redeem any Perpetual Preferred Shares unless
all accumulated and unpaid dividends and distributions on all Outstanding Perpetual Preferred Shares and other series of Preferred Shares
ranking on a parity with the Perpetual Preferred Shares with respect to dividends and distributions for all applicable past dividend periods
(whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or
are contemporaneously declared and Deposit Securities or sufficient funds (in accordance with the terms of such Preferred Shares) for
the payment of such dividends and distributions shall have been or are contemporaneously deposited with the Redemption and Paying Agent
or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares; provided, however,
that the foregoing shall not prevent the purchase or acquisition of Outstanding Perpetual Preferred Shares pursuant to an otherwise lawful
purchase or exchange offer made on the same terms to Holders of all Outstanding Perpetual Preferred Shares and any other series of Preferred
Shares for which all accumulated and unpaid dividends and distributions have not been paid.
(vi) To the extent that any redemption for
which a Notice of Redemption has been provided is not made (A) by reason of the absence of legally available funds therefor in accordance
with the Declaration of Trust and applicable law or (B) pursuant to the terms and conditions of any Credit Agreement in effect on
the date on which such redemption is scheduled, such redemption shall be made as soon as practicable to the extent such funds become available.
No Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Redemption and Paying
Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided
that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied
at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has
been provided with respect to any Perpetual Preferred Shares, dividends may be declared and paid on such Perpetual Preferred Shares in
accordance with their terms if Deposit Securities for the payment of the Redemption Price of such Perpetual Preferred Shares shall
not have been deposited in trust with the Redemption and Paying Agent for that purpose.
(e) Redemption and Paying Agent as
Trustee of Redemption Payments by Fund. All Deposit Securities transferred to the Redemption and Paying Agent for payment
of the Redemption Price of Perpetual Preferred Shares called for redemption shall be held in trust by the Redemption and Paying Agent
for the benefit of Holders of Perpetual Preferred Shares so to be redeemed until paid to such Holders in accordance with the terms hereof
or returned to the Fund in accordance with the provisions of Section 2.5(d)(iii) above.
(f) Compliance With Applicable Law
and Credit Agreement. In effecting any redemption pursuant to this Section 2.5, the Fund shall use its best efforts
to comply with all applicable conditions precedent to effecting such redemption under the 1940 Act and any applicable Delaware law and
pursuant to the terms and conditions of any Credit Agreement in effect as of the date of such redemption, but shall effect no redemption
except in accordance with the 1940 Act and any applicable Delaware law and pursuant to the terms and conditions of any Credit Agreement
in effect as of the date of such redemption.
(g) Modification of Redemption Procedures.
Notwithstanding the foregoing provisions of this Section 2.5, the Fund may, in its sole discretion and without a shareholder
vote, modify the procedures set forth above with respect to notification of redemption for the Perpetual Preferred Shares; provided
that such modification does not materially and adversely affect the Holders of the Perpetual Preferred Shares or cause the Fund to violate
any applicable law, rule or regulation; and provided further that no such modification shall in any way alter the rights or obligations
of the Redemption and Paying Agent without its prior consent.
2.6 Voting Rights.
(a) One Vote Per Perpetual Preferred
Share. Except as otherwise provided in the Declaration of Trust, this Statement of Preferences, a resolution of the Board of Trustees
or as otherwise required by law, (i) each Holder of Perpetual Preferred Shares shall be entitled to one vote for each Perpetual Preferred
Share held by such Holder on each matter submitted to a vote of shareholders of the Fund, and (ii) the holders of outstanding Preferred
Shares, including Outstanding Perpetual Preferred Shares, and of outstanding Common Shares shall vote together as a single class; provided,
however, that the holders of outstanding Preferred Shares, including Outstanding Perpetual Preferred Shares, shall be entitled, voting
as a separate class on a one-vote-per-share basis (to the exclusion of the Holders of Common Shares and of all other securities of the
Fund), to elect two Trustees of the Fund at all times. In accordance with the Declaration of Trust, Trustees elected by the Holders of
outstanding Preferred Shares will be elected to serve three-year terms. Two of the existing Trustees as of the Date of Original Issue
of the initial Series of Perpetual Preferred Shares issued pursuant to this Statement of Preferences shall be designated by the Trustees
as of that date as the initial Trustees elected by the Holders of the outstanding Preferred Shares. The Trustees so designated will next
stand for election by the Holders of outstanding Preferred Shares when their current term expires and the class to which they are assigned
next stands for election. Subject to Section 2.6(b), the Holders of outstanding Common Shares and Preferred Shares, including
Perpetual Preferred Shares, voting together as a single class, shall elect the balance of the Trustees.
(b) Voting For Additional Trustees.
(i) Voting Period. During any
period in which any one or more of the conditions described in clauses (A) or (B) of this Section 2.6(b)(i) shall
exist (such period being referred to herein as a “Voting Period”), the number of Trustees constituting the Board of
Trustees shall be automatically increased by the smallest number that, when added to the two Trustees elected by the Holders of Preferred
Shares, including Perpetual Preferred Shares, would constitute a majority of the Board of Trustees as so increased by such smallest number;
and the Holders of Preferred Shares, including Perpetual Preferred Shares, shall be entitled, voting as a separate class on a one-vote-per-share
basis (to the exclusion of the Holders of Common Shares and of all other securities of the Fund), to elect such smallest number of additional
Trustees, together with the two Trustees that such Holders are in any event entitled to elect. A Voting Period shall commence:
(A) if, at the close of business on any dividend
payment date for any outstanding Preferred Share including any Outstanding Perpetual Preferred Share, accumulated dividends (whether or
not earned or declared) on such outstanding share of Preferred Shares equal to at least two (2) full years’ dividends shall
be due and unpaid and sufficient cash or specified securities shall not have been deposited with the Redemption and Paying Agent or other
applicable paying agent for the payment of such accumulated dividends; or
(B) if at any time Holders of Preferred Shares
are otherwise entitled under the 1940 Act to elect a majority of the Board of Trustees.
Upon the termination of a Voting Period, the voting
rights described in this Section 2.6(b)(i) shall cease, subject always, however, to the revesting of such voting rights
in the Holders of Preferred Shares upon the further occurrence of any of the events described in this Section 2.6(b)(i).
(ii) Notice of Special Meeting.
As soon as practicable after the accrual of any right of the Holders of Preferred Shares to elect additional Trustees as described in
Section 2.6(b)(i), at the request of any Holder, the Chairman of the Board, the Chief Executive Officer, the President, or
the Board of Trustees shall call a special meeting of such Holders and notify the Redemption and Paying Agent and/or such other Person
as is specified in the terms of such Preferred Shares to receive notice (i) by mailing or delivery by Electronic Means or (ii) in
such other manner and by such other means as are specified in the terms of such Preferred Shares, a notice of such special meeting to
such Holders, such meeting to be held not less than ten (10) nor more than thirty (30) calendar days after the date of the delivery
by Electronic Means or mailing of such notice. If the Chairman of the Board, the Chief Executive Officer, the President, or the Board
of Trustees fails to call such a special meeting, it may be called at the expense of the Fund by any such Holder on like notice. The record
date for determining the Holders of Preferred Shares entitled to notice of and to vote at such special meeting shall be the close of business
on the fifth (5th) Business Day preceding the calendar day on which such notice is mailed or otherwise delivered; provided that
the record date may not be prior to the close of business on the day the record date is fixed. At any such special meeting and at each
meeting of Holders of Preferred Shares held during a Voting Period at which Trustees are to be elected, such Holders, voting together
as a class (to the exclusion of the Holders of Common Shares and all other securities of the Fund), shall be entitled to elect the number
of Trustees prescribed in Section 2.6(b)(i) on a one-vote-per-share basis.
(iii) Terms of Office of Existing Trustees.
The terms of office of the incumbent Trustees of the Fund at the time of a special meeting of Holders of the Preferred Shares to elect
additional Trustees in accordance with Section 2.6(b)(i) shall not be affected by the election at such meeting by the
Holders of Perpetual Preferred Shares and such other Holders of Preferred Shares of the number of Trustees that they are entitled to elect,
and the Trustees so elected by the Holders of Perpetual Preferred Shares and such other Holders of shares of Preferred Shares, together
with the two (2) Trustees elected by the Holders of Preferred Shares in accordance with Section 2.6(a) hereof and
the remaining Trustees elected by the holders of Common Shares and Preferred Shares, voting together as a single class, shall constitute
the duly elected Trustees of the Fund.
(iv) Certain Trustees to Stand for Election
Each Year that a Voting Period Continues. For so long as a Voting Period continues, the additional Trustees elected by the Holders of
the Preferred Shares pursuant to Section 2.6(b)(i) shall stand for election each year.
(v) Terms of Office of Certain Trustees
to Terminate Upon Termination of Voting Period. Simultaneously with the termination of a Voting Period, the terms of office of
the additional Trustees elected by the Holders of Preferred Shares pursuant to Section 2.6(b)(i) shall terminate, the
remaining Trustees shall constitute the Trustees of the Fund and the voting rights of the Holders of Preferred Shares to elect additional
Trustees pursuant to Section 2.6(b)(i) shall cease, subject to the provisions of the last sentence of Section 2.6(b)(i).
(c) Holders of Perpetual Preferred
Shares to Vote on Certain Matters.
(i) Certain Amendments Requiring Approval
of Perpetual Preferred Shares. Except as otherwise permitted by the terms of this Statement of Preferences, so long as any Perpetual
Preferred Shares are Outstanding, the Fund shall not, without the affirmative vote or consent of the Holders of at least two-thirds (2/3)
of the Perpetual Preferred Shares of all Series Outstanding at the time, voting together as a separate class, amend, alter or repeal
the provisions of the Declaration of Trust, or this Statement of Preferences, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any preference, conversion or other right, voting power, restriction, limitation as to dividends, qualification,
or term and condition, of redemption of such Perpetual Preferred Shares or the Holders thereof; provided, however, that (i) a
change in the capitalization of the Fund in accordance with Section 2.9 hereof shall not be considered to materially and adversely
affect the rights and preferences of the Perpetual Preferred Shares, and (ii) a division of a Perpetual Preferred Share shall be
deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of
the Perpetual Preferred Shares. For purposes of the foregoing, no matter shall be deemed to adversely affect any preference, right or
power of a Perpetual Preferred Share of such Series or the Holder thereof unless such matter (i) alters or abolishes any preferential
right of such Perpetual Preferred Share, or (ii) creates, alters or abolishes any right in respect of redemption of such Perpetual
Preferred Share (other than as a result of a division of a Perpetual Preferred Share). So long as any Perpetual Preferred Shares are Outstanding,
the Fund shall not, without the affirmative vote or consent of at least two-thirds (2/3) of the Holders of the Perpetual Preferred Shares Outstanding
at the time, voting as a separate class, file a voluntary application for relief under Federal bankruptcy law or any similar application
under state law for so long as the Fund is solvent and does not foresee becoming insolvent.
(ii) 1940 Act Matters. Unless
a higher percentage is provided for in the Declaration of Trust, the affirmative vote of the Holders of at least “a majority of
the outstanding Preferred Shares,” as determined in accordance with Section 2(a)(42) of the 1940 Act, including Perpetual Preferred
Shares Outstanding at the time, voting as a separate class, shall be required to approve (A) any plan of reorganization (as such
terms is used in the 1940 Act) adversely affecting such shares, or (B) any action requiring a vote of security holders of the Fund
pursuant to Section 13(a) of the 1940 Act.
(iii) Certain Amendments Requiring
Approval of Specific Series of Perpetual Preferred Shares. Except as otherwise permitted by the terms of this Statement of
Preferences, so long as any Perpetual Preferred Shares of a Series are Outstanding, the Fund shall not, without the affirmative vote
or consent of the Holders of at least two-thirds (2/3) of the Perpetual Preferred Shares of such Series, Outstanding at the time, voting
as a separate class, amend, alter or repeal the provisions of the Appendix relating to such Series, whether by merger, consolidation or
otherwise, so as to materially and adversely affect any preference, right or power set forth in such Appendix of the Perpetual Preferred
Shares of such Series or the Holders thereof; provided, however, that (i) a change in the capitalization of the Fund
in accordance with Section 2.9 hereof shall not be considered to materially and adversely affect the rights and preferences
of the Perpetual Preferred Shares of such Series, and (ii) a division of a Perpetual Preferred Share shall be deemed to affect such
preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the Perpetual Preferred
Shares of such Series; and provided, further, that no amendment, alteration or repeal of the obligation of the Fund to accumulate
dividends at the Dividend Rate (as set forth in this Statement of Preferences and the applicable Appendix hereto) for a Series shall
be effected without, in each case, the prior unanimous vote or consent of the Holders of such Series of Perpetual Preferred Shares.
For purposes of the foregoing, no matter shall be deemed to adversely affect any preference, right or power of a Perpetual Preferred Share
of a Series or the Holder thereof unless such matter (i) alters or abolishes any preferential right of such Perpetual Preferred
Share, or (ii) creates, alters or abolishes any right in respect of redemption of such Perpetual Preferred Share.
(d) Voting Rights Set Forth Herein
Are Sole Voting Rights. Unless otherwise required by law or the Declaration of Trust, the Holders of Perpetual Preferred Shares
shall not have any relative voting rights or preferences or other special rights with respect to voting other than those expressly set
forth in this Section 2.6.
(e) No Cumulative Voting. The
Holders of Perpetual Preferred Shares shall have no rights to cumulative voting.
(f) Voting for Trustees Sole Remedy
for Fund’s Failure to Declare or Pay Dividends. In the event that the Fund fails to declare or pay any dividends on any
Series of Perpetual Preferred Shares on the Dividend Payment Date therefor, the exclusive remedy of the Holders of the Perpetual
Preferred Shares shall be the right to vote for Trustees pursuant to the provisions of this Section 2.6. Nothing in this Section 2.6(f) shall
be deemed to affect the obligation of the Fund to accumulate and, if permitted by applicable law, the Declaration of Trust and this Statement
of Preferences, pay dividends at the Default Rate in the circumstances contemplated by Section 2.2(g) hereof.
(g) Holders Entitled to Vote.
For purposes of determining any rights of the Holders of Perpetual Preferred Shares to vote on any matter, whether such right is created
by this Statement of Preferences, by the Declaration of Trust, by statute or otherwise, no Holder of Perpetual Preferred Shares shall
be entitled to vote any Perpetual Preferred Share and no Perpetual Preferred Share shall be deemed to be “Outstanding” for
the purpose of voting or determining the number of shares required to constitute a quorum if, prior to or concurrently with the time of
determination of shares entitled to vote or the time of the actual vote on the matter, as the case may be, the requisite Notice of Redemption
with respect to such Perpetual Preferred Share shall have been given in accordance with this Statement of Preferences and Deposit Securities
for the payment of the Redemption Price of such Perpetual Preferred Share shall have been deposited in trust with the Redemption
and Paying Agent for that purpose. No Perpetual Preferred Share held by the Fund shall have any voting rights or be deemed to be outstanding
for voting or for calculating the voting percentage required on any other matter or other purposes.
2.7 Maturity. The Perpetual
Preferred Shares shall be perpetual.
2.8 Rating Agency. The Fund shall
use commercially reasonable efforts to cause at least one Rating Agency to issue long-term credit ratings with respect to each Series of
Perpetual Preferred Shares for so long as such Series of Perpetual Preferred Shares is Outstanding. The Fund shall use commercially
reasonable efforts to comply with any applicable Rating Agency Guidelines. If a Rating Agency shall cease to rate the securities of closed-end
management investment companies generally, the Board of Trustees shall terminate the designation of such Rating Agency as a Rating Agency
hereunder. The Board of Trustees may elect to terminate the designation of any Rating Agency as a Rating Agency hereunder with respect
to a Series of Perpetual Preferred Shares so long as either (i) immediately following such termination, there would be at least
one Rating Agency with respect to such Series of Perpetual Preferred Shares or (ii) it replaces the terminated Rating Agency
with another NRSRO and provides notice thereof to the Holders of such Series of Perpetual Preferred Shares; provided that
such replacement shall not occur unless such replacement Rating Agency shall have at the time of such replacement (i) published a
rating for the Perpetual Preferred Shares of such Series and (ii) entered into an agreement with the Fund to continue to publish
such rating subject to the Rating Agency’s customary conditions. The Board of Trustees may also elect to designate one or more other
NRSROs as Rating Agencies hereunder with respect to a Series of Perpetual Preferred Shares by notice to the Holders of the Perpetual
Preferred Shares. The Rating Agency Guidelines of any Rating Agency may be amended by such Rating Agency without the vote, consent or
approval of the Fund, the Board of Trustees or any Holder of Preferred Shares, including any Perpetual Preferred Shares, or Common Shares.
2.9 Issuance of Additional Preferred Shares.
So long as any Perpetual Preferred Shares are
Outstanding, the Fund may, without the vote or consent of the Holders thereof, authorize, establish and create and issue and sell shares
of one or more series of a class of senior securities of the Fund representing stock under Section 18 of the 1940 Act, ranking on
a parity with Perpetual Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or
the winding up of the affairs of the Fund, in addition to then Outstanding Series of Perpetual Preferred Shares, including additional
Series of Perpetual Preferred Shares, and authorize, issue and sell additional shares of any such series of Preferred Shares then
outstanding or so established and created, including additional Perpetual Preferred Shares of any Series, in each case in accordance with
applicable law; provided that the Fund shall, immediately after giving effect to the issuance of such additional Preferred Shares
and to its receipt and application of the proceeds thereof, including to the redemption of Preferred Shares with such proceeds, have Asset
Coverage (calculated in the same manner as is contemplated by Section 2.4(b) hereof) of at least 200%.
2.10 Status of Redeemed or Repurchased
Perpetual Preferred Shares.
Perpetual Preferred Shares that at any time have
been redeemed or purchased by the Fund shall, after such redemption or purchase, have the status of authorized but unissued shares of
beneficial interest of the Fund.
2.11 Global Certificate.
For so long as any Perpetual Preferred Shares
are Outstanding (i) all shares of any Series of Perpetual Preferred Shares Outstanding from time to time shall be represented
by one global certificate for such Series registered in the name of the Securities Depository or its nominee and (ii) no registration
of transfer of shares of such Series of Perpetual Preferred Shares shall be made on the books of the Fund to any Person other than
the Securities Depository or its nominee. The foregoing restriction on registration of transfer shall be conspicuously noted on the face
or back of the global certificates.
2.12 Notice.
All notices or communications hereunder, unless
otherwise specified in this Statement of Preferences, shall be sufficiently given if in writing and delivered in person, by telecopier,
by Electronic Means or by overnight mail or delivery or mailed by first-class mail, postage prepaid. Notices delivered pursuant to this
Section 2.12 shall be deemed given on the date received or, if mailed by first class mail, on the date five (5) calendar
days after which such notice is mailed.
2.13 Termination.
In the event that no shares of a Series of
Perpetual Preferred Shares are Outstanding, all rights and preferences of the shares of such Series established and designated hereunder
shall cease and terminate, and all obligations of the Fund under this Statement of Preferences with respect to such Series shall
terminate, other than in respect to the payment of and the right to receive the Redemption Price in accordance with Section 2.5 of
this Statement of Preferences.
2.14 Appendices.
The designation of each Series of Perpetual
Preferred Shares shall be set forth in an Appendix to this Statement of Preferences. The Board of Trustees may, by resolution duly adopted,
without shareholder approval (except as otherwise provided by this Statement of Preferences or required by applicable law) (1) amend
the Appendix to this Statement of Preferences relating to a Series so as to reflect any amendments to the terms applicable to such
Series including an increase in the number of authorized shares of such Series and (2) add additional Series of Perpetual
Preferred Shares by including a new Appendix to this Statement of Preferences relating to such Series.
2.15 Actions on Other than Business
Days.
Unless otherwise provided herein, if the date
for making any payment, performing any act or exercising any right, in each case as provided for in this Statement of Preferences, is
not a Business Day, such payment shall be made, act performed or right exercised on the next succeeding Business Day, with the same force
and effect as if made or done on the nominal date provided therefor, and, with respect to any payment so made, no dividends, interest
or other amount shall accrue for the period between such nominal date and the date of payment.
2.16 Modification.
The Board of Trustees, without the vote of the
Holders of Perpetual Preferred Shares, may interpret, supplement or amend the provisions of this Statement of Preferences or any Appendix
hereto to supply any omission, resolve any inconsistency or ambiguity or to cure, correct or supplement any defective or inconsistent
provision, including any provision that is inconsistent or otherwise conflicts with any provision of the 1940 Act, the rules and
regulations promulgated thereunder, any order issued thereunder by the Commission, or any interpretive position of the staff of the Commission
pertaining thereto, in each case, that is applicable to the Fund, or any provision that becomes defective after the date hereof because
of impossibility of performance or any provision that is inconsistent with any provision of any other Preferred Shares of the Fund.
2.17 No Additional Rights.
Unless otherwise required by law or the Declaration
of Trust, the Holders of Perpetual Preferred Shares shall not have any relative rights or preferences or other special rights other than
those specifically set forth in this Statement of Preferences.
In Witness
Whereof, this Statement of Preferences is executed on behalf of the Fund by its Treasurer and Chief Financial Officer and Assistant
Secretary and attested to on this 3rd day of May, 2021.
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ATTEST:
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ABERDEEN INCOME CREDIT STRATEGIES FUND
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/s/ Megan Kennedy
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/s/ Andrea Melia
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Name:
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Megan Kennedy
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Name:
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Andrea Melia
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Title:
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Secretary
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Title:
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Treasurer and Chief Financial Officer
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[Signature Page to the Statement of Preferences]
APPENDIX A
ABERDEEN
INCOME CREDIT STRATEGIES FUND
CUMULATIVE PERPETUAL PREFERRED SHARES,
5.250% SERIES A PERPETUAL Preferred Shares
This Appendix establishes a Series of Perpetual
Preferred Shares of Aberdeen Income Credit Strategies Fund. Except as set forth below, this Appendix incorporates by reference the terms
set forth with respect to all Series of such Cumulative Perpetual Preferred Shares in that “Statement of Preferences”
dated May 3, 2021 (the “Statement of Preferences”). This Appendix has been adopted by resolution of the Board
of Trustees of Aberdeen Income Credit Strategies Fund. Capitalized terms used herein but not defined herein have the respective meanings
set forth in the Statement of Preferences.
Section 1. Designation
as to Series.
Perpetual Preferred Shares, 5.250% Series A
Perpetual Preferred Shares: A series of 1,600,000 shares of Preferred Shares classified as Perpetual Preferred Shares is hereby designated
as the “Series A Perpetual Preferred Shares.” Each share of such Series shall have such preferences, voting powers,
restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, in addition to those
required by applicable law and those that are expressly set forth in the Declaration of Trust and the Statement of Preferences (except
as the Statement of Preferences may be expressly modified by this Appendix), as are set forth in this Appendix A. The Series A
Perpetual Preferred Shares shall constitute a separate series of Preferred Shares and of the Perpetual Preferred Shares and each Series A
Perpetual Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series A Perpetual Preferred
Shares:
Section 2. Number
of Authorized Shares of Series.
The number of authorized shares is 1,600,000.
Section 3. Date
of Original Issue with respect to Series.
The Date of Original Issue is May 10, 2021.
Section 4. Fixed
Dividend Rate Applicable to Series.
The Fixed Dividend Rate is 5.250%.
Section 5. Liquidation
Preference Applicable to Series.
The Liquidation Preference is $25.00 per share.
Section 6. Dividend
Payment Dates Applicable to Series.
The Dividend Payment Dates are March 31,
June 30, September 30, and December 31 (each a “Dividend Payment Date”), commencing on June 30,
2021 (or, if any such day is not a Business Day, then on the next succeeding Business Day).
Section 7. Non-Call
Period Applicable to Series.
The Non-Call Period is the period beginning on
the Date of Original of Issue and ending at the close of business on June 30, 2026.
Section 8. Exceptions
to Certain Definitions Applicable to the Series.
The following definitions contained under the
heading “Definitions” in the Statement of Preferences are hereby amended as follows:
Not applicable.
Section 9. Additional
Definitions Applicable to the Series.
The following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:
“Dividend Period” means,
with respect to each Series A Perpetual Preferred Share, each period from and including a Dividend Payment Date (or the Date of Original
Issue in the case of the first Dividend Period) to but excluding the following Dividend Payment Date.
Section 10. Amendments
to Terms of Perpetual Preferred Shares Applicable to the Series.
The following provisions contained under the heading
“Terms of the Perpetual Preferred Shares” in the Statement of Preferences are hereby amended as follows:
Not applicable.
Section 11. Additional
Terms and Provisions Applicable to the Series.
The following provisions shall be incorporated
into and be deemed part of the Statement of Preferences:
Not applicable.
[Signature Page Begins on the Following Page.]
IN WITNESS WHEREOF, Aberdeen Income Credit Strategies
Fund has caused this Appendix to the Fund’s Statement of Preferences to be signed on May 3, 2021 in its name and on its behalf
by a duly authorized officer.
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ABERDEEN INCOME CREDIT STRATEGIES FUND
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/s/ Andrea Melia
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Name:
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Andrea Melia
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Title:
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Treasurer and Chief Financial Officer
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WITNESS:
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/s/ Megan Kennedy
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Name:
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Megan Kennedy
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Title:
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Secretary
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The undersigned duly authorized officer of Aberdeen
Income Credit Strategies Fund, who executed on behalf of the Fund the foregoing Appendix to the Fund’s Statement of Preferences
of which this certification is made a part, hereby acknowledges in the name and on behalf of said Fund the foregoing Appendix to the Statement
of Preferences to be the corporate act of the Fund, and states under penalties of perjury that to the best of his knowledge, information
and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects.
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/s/ Andrea Melia
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Name:
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Andrea Melia
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Title:
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Treasurer and Chief Financial Officer
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[Signature Page to the Appendix A of
the Statement of Preferences]
