Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of February 5, 2010, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted
SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc.Sub-Placement Agent Agreement • February 14th, 2022 • Aberdeen Income Credit Strategies Fund • New York
From time to time ALPS Distributors, Inc. (the “Distributor,” “we” or “us”) will act as manager of registered at-the-market offerings by Aberdeen Income Credit Strategies Fund, a Delaware statutory trust (the “Fund”), having an aggregate offering price of up to $100,000,000 common shares of beneficial interest, $0.001 par value per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through the Distributor, as sales agent, the Shares (the “Distribution Agreement”).
Morgan Stanley & Co. Incorporated MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
DISTRIBUTION AGREEMENTDistribution Agreement • February 14th, 2022 • Aberdeen Income Credit Strategies Fund • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) made as of February 11, 2022 by and between Aberdeen Income Credit Strategies Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).
4,358,024 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENTDealer Manager Agreement • October 8th, 2019 • Aberdeen Income Credit Strategies Fund • New York
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Massachusetts
THIS AGREEMENT is dated as of December 15, 2010 and effective as of the date the Fund (defined below) is declared effective by the Securities and Exchange Commission (the “SEC”) or such other date as the parties mutually agree in writing, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts (“State Street” or the “Transfer Agent”), and AVENUE INCOME CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • February 16th, 2012 • Avenue Income Credit Strategies Fund • New York
This Subscription Agent Agreement (the "Agreement") is made as of [______], 2012 by and between Avenue Income Credit Strategies Fund, a closed end mutual fund, (the " Fund"), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the "Prospectus") included in the Registration Statement on Form N2, File No. ________ filed by the Fund with the Securities and Exchange Commission on _______, as amended by any amendment filed with respect thereto (the "Registration Statement").
Form of Subscription Agent Agreement Between Aberdeen Income Credit Strategies Fund And Computershare Trust Company, N.A. And Computershare Inc.Subscription Agent Agreement • May 20th, 2021 • Aberdeen Income Credit Strategies Fund • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of May 17, 2021 (the “Effective Date”), is by and between Aberdeen Income Credit Strategies Fund, a Delaware statutory trust ("Company"), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).
·] Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENTAgent Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • October 8th, 2019 • Aberdeen Income Credit Strategies Fund • Massachusetts
This Amended and Restated Master Custodian Agreement (the “Agreement”) is made as of June 1, 2010 by and among each management investment company identified on Appendix A hereto (each such management investment company and each management investment company made subject to this Agreement in accordance with Section 21.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
CREDIT AGREEMENT dated as of March 11, 2011 between AVENUE INCOME CREDIT STRATEGIES FUND and THE BANK OF NOVA SCOTIA Bryan Cave LLP New York, New York 10104-3300Credit Agreement • February 16th, 2012 • Avenue Income Credit Strategies Fund • New York
Avenue Capital Management II, L.P. New York, New York 10022Letter Agreement • March 8th, 2013 • Avenue Income Credit Strategies Fund • New York
Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”) between Avenue Income Credit Strategies Fund (the “Fund”) and Avenue Capital Management II, L.P. (the “Adviser”). Reference is further made to that certain Letter Agreement, dated as of December 8, 2011, between the Fund and the Adviser (the “Letter Agreement”). The parties hereto intend hereby to amend and restate the Letter Agreement to extend the term of the Limitation Period (as defined below). Therefore, the Adviser, intending to be legally bound, hereby confirms its agreement as follows in respect of the Fund:
AMENDMENT TO AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • October 8th, 2019 • Aberdeen Income Credit Strategies Fund
This Amendment to Amended and Restated Custodian Agreement (the “Amendment”) is made as June 1, 2015, by and among each Fund (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (“Custodian”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 17th, 2023 • Abrdn Income Credit Strategies Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of March 10, 2023, by and between abrdn Income Credit Strategies Fund, a Delaware statutory trust (the “Acquiring Fund”), and Delaware Ivy High Income Opportunities Fund, a Delaware statutory trust (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”). Delaware Management Company, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust, joins this Agreement solely for purposes of paragraphs 8.2, 11.1, 11.2 and 11.3 and abrdn Inc., a Delaware corporation registered under the Investment Advisers Act of 1940, joins this Agreement solely for purposes of paragraphs 5.12, 8.2, 11.1, 11.2 and 11.3.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 8th, 2019 • Aberdeen Income Credit Strategies Fund • Delaware
THIS INVESTMENT ADVISORY AGREEMENT, dated as of December 1, 2017 (the “Agreement”), by and between ABERDEEN INCOME CREDIT STRATEGIES FUND (formerly, Avenue Income Credit Strategies Fund), a Delaware statutory trust (the “Fund”) and ABERDEEN ASSET MANAGERS LIMITED (the “Adviser”), a Scottish corporation registered under the Investment Advisers Act of 1940 (the “Advisers Act”), is authorized and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”), and is engaged in the business of rendering investment advisory services to investment companies and other institutional clients.
AMENDMENT TO MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • October 8th, 2019 • Aberdeen Income Credit Strategies Fund
THIS AMENDMENT TO THE MASTER CUSTODIAN AGREEMENT (the “Amendment”) is made and entered into as of March 5, 2014 by and among the funds that are parties to the Master Custodian Agreement dated as of June 1, 2010, as amended (the “Agreement”) as listed on Appendix A, which shall be amended from time to time (the “Fund Parties”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 15th, 2024 • Abrdn Income Credit Strategies Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of September 20, 2024, by and between abrdn Income Credit Strategies Fund, a Delaware statutory trust (the “Acquiring Fund”), and First Trust/abrdn Global Opportunity Income Fund, a Massachusetts business trust (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”). First Trust Advisors L.P., an Illinois limited partnership and the investment adviser to the Acquired Fund (the “Seller”), joins this Agreement solely for purposes of paragraphs 8.2, 11.1, 11.2 and 11.3, and abrdn Inc., a Delaware corporation registered under the Investment Advisers Act of 1940 (the “Purchaser”), joins this Agreement solely for purposes of paragraphs 5.12, 5.13, 8.2, 11.1, 11.2 and 11.3.
AMENDED and RESTATED INVESTOR RELATIONS SERVICES AGREEMENTInvestor Relations Services Agreement • December 12th, 2023 • Abrdn Income Credit Strategies Fund
Amended and Restated Investor Relations Agreement (the “AGREEMENT”) effective as of the date of approval by each Fund’s Board of Directors/Trustees and amends and restates, in its entirety, the Amended and Restated Investor Relations Services Agreement dated September 5, 2018 between the registered closed-end investment companies listed on Schedule A (hereinafter referred to collectively as the “Funds” and, individually, as a “Fund”) and abrdn Inc. (hereinafter referred to as “AI”).
Avenue Capital Management II, L.P. New York, New York 10022Letter Agreement • August 1st, 2014 • Avenue Income Credit Strategies Fund • New York
Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”) between Avenue Income Credit Strategies Fund (the “Fund”) and Avenue Capital Management II, L.P. (the “Adviser”). Reference is further made to that certain Letter Agreement, dated as of December 8, 2011, between the Fund and the Adviser (the “Letter Agreement”). The parties hereto intend hereby to amend and restate the Letter Agreement to extend the term of the Limitation Period (as defined below). Therefore, the Adviser, intending to be legally bound, hereby confirms its agreement as follows in respect of the Fund:
AMENDED and RESTATED INVESTOR RELATIONS SERVICES AGREEMENTInvestor Relations Services Agreement • August 27th, 2019 • Aberdeen Income Credit Strategies Fund • Pennsylvania
Amended and Restated Investor Relations Agreement (the “AGREEMENT”) effective as of September 5, 2018 which amends and restates, in its entirety, the Investor Relations Services Agreement effective as of February 1, 2010, and amended and restated as of April 1, 2017, between the registered closed-end investment companies listed on Schedule A (hereinafter referred to collectively as the “Funds” and, individually, as a “Fund”) and Aberdeen Asset Management Inc. (hereinafter referred to as “AAMI”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 10, 2023 among ABRDN INCOME CREDIT STRATEGIES FUND (FORMERLY KNOWN AS ABERDEEN INCOME CREDIT STRATEGIES FUND), THE LENDERS PARTY HERETO, and BNP PARIBAS, as Administrative Agent BNP PARIBAS...Credit Agreement • December 12th, 2023 • Abrdn Income Credit Strategies Fund • New York
AMENDED AND RESTATED CREDIT AGREEMENT (as further amended, restated, supplemented or otherwise modified from time to time, “Credit Agreement”), dated as of March 10, 2023, among abrdn Income Credit Strategies Fund (formerly known as Aberdeen Income Credit Strategies Fund), a Delaware statutory trust (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), and BNP Paribas, as Administrative Agent.
AMENDED AND RESTATED MASTER CUSTODIAN AND FUND ACCOUNTING SERVICES AGREEMENTAgreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • Massachusetts
This Agreement is made as of May 23, 2012 by and among each management investment company identified on Appendix A hereto, severally and not jointly (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
Seventh Amendment to Transfer Agency and Service AgreementAgency and Service Agreement • May 7th, 2021 • Aberdeen Income Credit Strategies Fund
THIS SEVENTH AMENDMENT (“Amendment”), effective as of May 10, 2021 (“Effective Date”), is to the Transfer Agency and Service Agreement made as of July 23, 2010, as amended, (the “Agreement”) by and between each of Aberdeen Australia Equity Fund, Inc., Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Japan Equity Fund, Inc., Aberdeen Income Credit Strategies Fund, The India Fund, Inc., Aberdeen Global Dynamic Dividend Fund, Aberdeen Global Premier Properties Fund, Aberdeen Total Dynamic Dividend Fund and Aberdeen Standard Global Infrastructure Income Fund (each, a “Company” and collectively, the “Companies”) and Computershare Trust Company, N.A. and Computershare Inc., (collectively, the “Transfer Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Delaware
THIS SUB-INVESTMENT ADVISORY AGREEMENT, dated as of , 2010 (the “Agreement”), by and between AVENUE INCOME CREDIT STRATEGIES FUND, a Delaware statutory trust (the “Fund”), AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership (the “Adviser”), and Avenue Europe International Management, L.P., a Delaware limited partnership (the “Sub-Adviser”).
5,812,247 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENTAgent Agreement • May 20th, 2021 • Aberdeen Income Credit Strategies Fund • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 15th, 2013 • Avenue Income Credit Strategies Fund • New York
AMENDMENT NO. 1, dated as of March 9, 2012 (this “Amendment”), to the Credit Agreement, dated as of March 11, 2011, between Avenue Income Credit Strategies Fund, a Delaware statutory trust (the “Borrower”), and The Bank of Nova Scotia (the “Bank”) (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
abrdn Investments LimitedLetter Agreement • May 10th, 2024 • Abrdn Income Credit Strategies Fund
Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”) between abrdn Income Credit Strategies Fund (formerly, Aberdeen Income Credit Strategies Fund) (the “Fund”) and abrdn investments Limited (formerly, Aberdeen Asset Managers Limited) (the “Adviser”) made as of December 1, 2017. Reference is further made to that certain Letter Agreement, dated as of April 26, 2021, between the Fund and the Adviser, which was amended and restated effective March 7, 2023, and the Letter Agreement dated October 23, 2023 (the “Letter Agreement”). The parties hereto intend hereby to amend and restate the Letter Agreement effective upon the Effective Date (as defined below). Therefore, the Adviser, intending to be legally bound, hereby confirms its agreement as follows in respect of the Fund:
Aberdeen Asset Managers Limited Bow Bells House, 1 Bread Street London United Kingdom EC4M 9HHLetter Agreement • April 26th, 2021 • Aberdeen Income Credit Strategies Fund • New York
Reference is made to that certain Investment Advisory Agreement (the "Advisory Agreement") between Aberdeen Income Credit Strategies Fund (the "Fund") and Aberdeen Asset Managers Limited (the "Adviser") made as of December 1, 2017. Reference is further made to that certain Letter Agreement, dated as of December 1, 2019, between the Fund and the Adviser (the “Letter Agreement”). The parties hereto intend hereby to amend and restate the Letter Agreement to extend the term of the Limitation Period (as defined below). Therefore, the Adviser, intending to be legally bound, hereby confirms its agreement as follows in respect of the Fund:
Aberdeen Asset Managers Limited Bow Bells House, 1 Bread Street London United Kingdom EC4M 9HHAberdeen Income Credit Strategies Fund • March 1st, 2021 • New York
Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”) between Aberdeen Income Credit Strategies Fund (the “Fund”) and Aberdeen Asset Managers Limited (the “Adviser”) made as of December 1, 2017. The Adviser, intending to be legally bound, hereby confirms its agreement as follows in respect of the Fund:
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 1st, 2021 • Aberdeen Income Credit Strategies Fund • New York
AMENDMENT NO. 4, dated as of November 25, 2020 (this “Amendment”), to the Credit Agreement, dated as of November 30, 2018, between Aberdeen Income Credit Strategies Fund (the “Borrower”), each lender from time to time party thereto, and BNP Paribas as Administrative Agent (the “Administrative Agent”) (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • January 20th, 2011 • Avenue Income Credit Strategies Fund • New York
This agreement is between Avenue Capital Management II, L.P. (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Avenue Income Credit Strategies Fund (the “Fund”).
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF ABRDN INCOME CREDIT STRATEGIES FUNDIncome Credit Strategies Fund • October 24th, 2023 • Abrdn Income Credit Strategies Fund
This Amendment dated October 20, 2023 (the “Amendment”) to the AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, as amended and restated on December 9, 2010, of the abrdn Income Credit Strategies Fund (the “Trust”) is made by the Trustees hereunder.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 26th, 2024 • Abrdn Income Credit Strategies Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of July 19, 2024, by and between abrdn Income Credit Strategies Fund, a Delaware statutory trust (the “Acquiring Fund”), and First Trust High Income Long/Short Fund, a Massachusetts business trust (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”). First Trust Advisors L.P., an Illinois limited partnership and the investment adviser to the Acquired Fund (the “Seller”), joins this Agreement solely for purposes of paragraphs 8.2, 11.1, 11.2 and 11.3, and abrdn Inc., a Delaware corporation registered under the Investment Advisers Act of 1940 (the “Purchaser”), joins this Agreement solely for purposes of paragraphs 5.12, 5.13, 8.2, 11.1, 11.2 and 11.3.
Avenue Income Credit Strategies FundLetter of Agreement • February 16th, 2012 • Avenue Income Credit Strategies Fund • New York
ADMINISTRATION AGREEMENTAdministration Agreement • December 27th, 2010 • Avenue Income Credit Strategies Fund • Massachusetts
This Administration Agreement (“Agreement”) dated as of December 15, 2010 and effective as of the date the Fund (defined below) is declared effective by the Securities and Exchange Commission (the “SEC”) or such other date as the parties mutually agree in writing, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and Avenue Income Credit Strategies Fund, a Delaware statutory trust (the “Fund”).
