As filed with the U.S. Securities and Exchange Commission
on March 17, 2023
Registration No. 333-266799
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 1 |
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(Check appropriate box or boxes) |
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abrdn Income
Credit Strategies Fund
(Exact Name of Registrant as Specified in Charter)
1900 Market Street, Suite 200
Philadelphia, PA 19103
(Address of Principal Executive Offices)
215-405-5700
(Registrant’s Telephone Number, Including Area Code)
Lucia Sitar, Esq.
c/o abrdn Inc.
1900 Market Street, Suite 200
Philadelphia, PA 19103
215-405-5700
(Name and Address of Agent for Service)
Copies to:
Thomas C. Bogle, Esq.
William J. Bielefeld, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006
It is proposed that this filing will become effective
immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment is
to file the final and executed Agreement and Plan of Reorganization and the opinion of counsel regarding tax consequences of the reorganization
of the Delaware Ivy High Income Opportunities Fund with and into abrdn Income Credit Strategies Fund.
The Registrant hereby incorporates by reference
the Proxy
Statement/Prospectus and Statement of Additional Information filed on September 30, 2022, pursuant to Rule 424 of
the General Rules and Regulations of the Securities Act of 1933, as amended (File No. 333-266799).
PART C
Other Information
Item 15. Indemnification
Article VIII of the Fund’s Amended
and Restated Agreement and Declaration of Trust provides as follows:
SECTION 8.03 Indemnification of Trustees,
Officers, etc. Subject to the limitations, if applicable, hereinafter set forth in this Section 8.03, the Trust shall, upon
the determination described in the immediately following sentence, indemnify each of its trustees, officers, and employees, and any Investment
Adviser and any investment sub-adviser (hereinafter, together with such Person’s heirs, executors, administrators or personal representative,
referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered
Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court
or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which
such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been a trustee, officer,
director, employee or agent, except with respect to any matter as to which it has been determined that such Covered Person (i) did
not act in good faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best interests of
the Trust; (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person’s office; or (iii) for a criminal proceeding, had reasonable cause to believe that such Covered
Person’s conduct was unlawful (the conduct described in (i), (ii) and (iii) being referred to hereafter as “Disabling
Conduct”). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified had not engaged in Disabling
Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence
of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee had not engaged
in Disabling Conduct by (a) a vote of a majority of a quorum of trustees who are neither “interested persons” of the
Trust as defined in Section 2(a)(19) of the 1940 Act nor parties to the proceeding (the “Disinterested Trustees”), or
(b) an independent legal counsel in writing. Notwithstanding the foregoing, expenses, including reasonable fees of counsel and accountants
incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties),
may be paid from time to time by the Trust in advance of the final disposition of any action, suit or proceeding; provided that
the Covered Person shall have undertaken to repay to the Trust the amounts so paid if it is ultimately determined that indemnification
is not authorized under this Article 8 and either (i) the Covered Person shall have provided security for such undertaking,
(ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of
the Disinterested Trustees, or an independent legal counsel in writing, shall have determined, based on a review of readily available
facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled
to indemnification.
The Advisory Agreement provides that the Adviser
will not be liable for any error of judgment or mistake of law, or for any act or omission or any loss suffered by the Fund in connection
with matters to which the Advisory Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Adviser in the performance of its duties and provides for indemnification by the Fund of the Adviser for any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) not resulting from disabling conduct
by the Adviser, subject to certain limitations and conditions.
Insofar as indemnification for liability arising
under the 1933 Act, may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits
| (3) | Voting Trust Agreement – Inapplicable. |
| (4) | Agreement of Reorganization |
| (5) | Instruments Defining the Rights of Holders of the Securities
being Registered |
| (6) | Investment Advisory Contract |
| (7) | Distribution Contracts |
| (8) | Bonus or Profit Sharing Contracts – Inapplicable. |
| (10) | Rule 12b-1 Plan – Inapplicable. |
| (13) | Other Material Contracts |
| (15) | Omitted Financial Statements – Inapplicable. |
| (17) | Additional Exhibits – Inapplicable. |
(1) Filed
on December 27, 2010 with registrant’s Registration Statement on Form N-2 (File Nos. 333-170030 and 811-22485) and incorporated
by reference herein.
(2) Filed
on August 27, 2019 with registrant’s Registration Statement on Form N-2 (File Nos. 333-233484 and 811-22485) and incorporated
by reference herein.
(3) Filed
on December 11, 2020 with registrant’s current report on Form 8-K (File No. 811-22485) and incorporated by reference
herein.
(4) Filed
on October 8, 2019 with registrant’s Registration Statement on Form N-2 (File Nos. 333-233484 and 811-22485) and incorporated
by reference herein.
(5) Filed
on June 25, 2020 with abrdn Global Infrastructure Income Fund’ Registration Statement on Form N-2 (file Nos. 333-234722
and 811-23490) and incorporated by reference herein.
(6) Filed
on July 28, 2020 with abrdn Global Infrastructure Income Fund’ Registration Statement on Form N-2 (file Nos. 333-234722
and 811-23490) and incorporated by reference herein.
(7) Filed
on March 1, 2021 with registrant’s Registration Statement on Form N-2 (File Nos. 333-253698 and 811-22485) and incorporated
by reference herein.
(8) Filed
on April 26, 2021 with registrant’s Registration Statement on Form N-2 (File Nos. 333-253698 and 811-22485) and incorporated
by reference herein.
(9) Filed
on August 11, 2022 with registrant’s Registration Statement on Form N-14 (File No. 333-266799) and incorporated by
reference herein.
(10) Filed
on September 28, 2022 with registrant’s Registration Statement on Form N-14 (File No. 333-266799) and incorporated
by reference herein.
(11) Filed
herewith.
Item 17. Undertakings
(1) The
undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act of 1933 [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration
form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the
applicable form.
(2) The
undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment
to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein,
and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this
registration statement has been signed on behalf of the registrant, in the City of Philadelphia and Commonwealth of Pennsylvania, on the
17th day of March, 2023.
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ABRDN INCOME CREDIT STRATEGIES FUND |
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By: |
/s/ Christian Pittard |
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Christian Pittard, President and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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| /s/ P. Gerald Malone* |
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Trustee |
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March 17, 2023 |
| P. Gerald Malone |
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| /s/ Stephen Bird* |
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Trustee |
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March 17, 2023 |
| Stephen Bird |
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| /s/ Nancy Yao Maasbach* |
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Trustee |
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March 17, 2023 |
| Nancy Yao Maasbach |
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| /s/ John Sievwright* |
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Trustee |
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March 17, 2023 |
| John Sievwright |
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| /s/ Randolph Takian* |
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Trustee |
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March 17, 2023 |
| Randolph Takian |
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| /s/ Christian Pittard |
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President and Chief Executive Officer (Principal Executive Officer) |
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March 17, 2023 |
| Christian Pittard |
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| /s/ Sharon Ferrari |
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Treasurer and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer) |
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March 17, 2023 |
| Sharon Ferrari |
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*This filing has been signed by each of the persons
so indicated by the undersigned Attorney-in-Fact pursuant to powers of attorney filed on August 11, 2022 with registrant’s
Registration Statement on Form N-14 (File No. 333-266799).
| *By: |
/s/ Lucia Sitar |
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Lucia Sitar |
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Attorney-in-Fact pursuant to Powers of Attorney |
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