SecProbe.io

CORRESP
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November 15, 2023

VIA EDGAR

Ms. Anu Dubey

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Response to Comments on the Preliminary Schedule 14A filing filed on October
24, 2023 (the “Proxy Statement”) for abrdn Income Credit Strategies Fund (the “Fund” or “Registrant”)
(SEC File No. 811-22485).

Ms. Dubey:

This letter responds to comments provided via
telephone with Patricia Leeson and Louis Rosenbaum of Dechert LLP on November 1, 2023 with respect to the Proxy Statement, and via telephone
with Patricia Leeson of Dechert LLP on November 14, 2023 with respect to responses to the SEC Staff’s comments received on November
1, 2023. On behalf of the Fund, your comments and our responses thereto are provided below. All defined terms in this letter have the
same meaning as in the Proxy Statement, except as defined herein.

Comments provided on November 1, 2023

Comment 1:
With respect to the following question and answer in the Questions and Answers section of the Proxy Statement: “What happens
if the Proposal is not approved by the Acquired Fund shareholders?”, please revise the last sentence of the answer response to reflect
that neither reorganization will be effected if the issuance of the Fund’s common shares is not approved by shareholders.

“If the issuance of the Fund’s
common shares is not approved by shareholders of the Fund, then the Reorganization will not be effected, and the Fund’s common shares
will not be issued.”

Response:
The Registrant has revised the disclosure in response to this comment.

Comment 2:
With respect to the following question and answer in the Questions and Answers section of the Proxy Statement: “How will the
fees and expenses of the Combined Fund compare to those of the Fund?”, please revise the response to disclose gross total annual
operating expense ratios, including interest expense, of the Fund, and, following the consummation of one or both Reorganizations, the
gross total annual operating expense ratio, including interest expense, of the Combined Fund. At the Fund’s discretion, the Fund
may also disclose net total annual operating expense ratios, including interest expense, of the Fund, and, following the consummation
of one or both Reorganizations, the net total annual operating expense ratio, including interest expense, of the Combined Fund.

Response:
The Registrant has revised the disclosure in response to this comment.

Comment 3:
With respect to the following question and answer in the Questions and Answers section of the Proxy Statement: “How will the Reorganizations
affect the Fund and its shareholders?”, please disclose the estimated tax impact of portfolio transitioning on the Combined Fund
in dollars and per share, including an estimate of any capital gains distributions that could be triggered by the sales following the
sentence of the answer: “Additionally, among other potential consequences of each Reorganization, portfolio transitioning due to
each Reorganization may result in capital gains or losses, which may have federal income tax consequences for shareholders of the Acquired
Funds and the Combined Fund.”

Response:
The Registrant respectfully notes that it discloses this information in response to the Question: “Are the Reorganizations expected
to be taxable to the respective shareholders of the Fund?” The Registrant has revised the disclosure in response to this comment
by adding the following after the sentence mentioned above: “Please see the Question ‘Are the Reorganizations expected to
be taxable to the respective shareholders of the Fund?’ and ‘Board Considerations’ for additional information”.

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Comment 4:
With respect to the following question and answer in the Questions and Answers section of the Proxy Statement: “Will there be
any significant portfolio transitioning in connection with the Reorganizations that impacts Fund shareholders?”, please disclose
the percentage of the Combined Fund’s securities or assets that will be sold off and disclose the estimated cost of this transitioning
in dollars and per share.

Response:
The Registrant has revised the disclosure in response to this comment by adding the following sentences:

As of September 21, 2023, the
expected cost to sell 99% of FAM’s holdings following the closing of the Reorganizations, which is estimated to equal 7.7% of the
Combined Fund’s portfolio, would be approximately $315,300 (or 0.04% of the estimated NAV of the Combined Fund as of September 21,
2023) or $0.0026 per share.

Comment 5:
With respect to the following question and answer in the Questions and Answers section of the Proxy Statement: “Who will pay
for the costs associated with the Meeting and each Reorganization?”, please revise the following sentence of the answer to delete
 “except as otherwise agreed.” Alternatively, please disclose whether or not the Acquired Funds will bear any of these costs.

abrdn Inc. and aIL and their affiliates
and First Trust, the investment manager of each Acquired Fund, and its affiliates will bear expenses incurred in connection with the Meeting
and the Reorganization, except as otherwise agreed, whether or not the Reorganization is consummated.

Response:
The Registrant has revised the disclosure in response to this comment by revising “except as otherwise agreed” to state
 “except as otherwise disclosed in the proxy statements to Acquired Fund and Acquiring Fund shareholders.”

Comment 6:
With respect to the following question and answer in the Questions and Answers section of the Proxy Statement: “Who will pay
for the costs associated with the Meeting and each Reorganization?”, please disclose who will pay the estimated costs for each Reorganization
following the sentence of the answer: “The expenses of the Reorganizations are estimated to be approximately $589,000 for FSD and
approximately $453,000 for FAM and the expenses of the Meeting are estimated to be approximately $225,000.”

Response:
The Registrant respectfully notes that immediately preceding the aforementioned sentence, the Proxy Statement discloses that expenses
will be borne by First Trust and abrdn. The Registrant has revised the Question and Answer as shown below for clarity.

Q: Who will pay for the costs associated
with the Meeting and each Reorganization?

A: abrdn Inc. and aIL and their affiliates
and First Trust, the investment manager of each Acquired Fund, and its affiliates will bear expenses incurred in connection with the Meeting
and the Reorganization, except as otherwise agreed disclosed in the proxy statements to Acquired Fund and Acquiring
Fund shareholders, whether or not the Reorganization is consummated. The expenses of the Reorganizations expected to be borne by
abrdn and First Trust are estimated to be approximately $589,000 for FSD and approximately $453,000 for FAM and the expenses of the
Meeting are estimated to be approximately $225,000.

To the extent there are any transaction
costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection
with the Reorganization, these will be borne by the Acquired Fund with respect to the portfolio transitioning conducted before the Reorganization
and borne by the Combined Fund with respect to the portfolio transitioning conducted after the Reorganization. In addition, to the extent
an Acquired Fund has holdings in France, Spain and/or Italy, such countries may impose an additional foreign transfer tax on the transfer
of such securities to the Fund. These taxes are in addition to the transaction costs disclosed above and would be borne by the applicable
Acquired Fund.

Comment 7:
With respect to the following question and answer in the Questions and Answers section of the Proxy Statement: “Are the Reorganizations
expected to be taxable to the respective shareholders of the Fund?”, please revise the following sentence of the answer to refer
to each Reorganization: “The Reorganization is intended to be treated as a tax-free reorganization for U.S. federal income tax purposes.”

Response:
The Registrant has revised the disclosure in response to this comment.

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Comment 8:
The Fund is subject to the Delaware Control Share Statute. Under “Proposal”, please disclose the terms and effect of such
statute and disclose that recent federal and state court precedent has found that Control Share Statute provisions are not consistent
with the 1940 Act. Additionally, if the Delaware Control Share Statute affects the vote for the Proposal as of the Record Date, please
disclose this in the Proxy Statement and how it affects the vote of the Proposal, including the number of control shares and effect of
the control shares for purposes of determining quorum at the Meeting and on the vote required to pass the Proposal.

Response:
The Registrant has revised the disclosure in response to this comment by adding the following:

Because the Fund is organized as a Delaware
statutory trust, it is subject to the control share acquisition statute (the “Control Share Statute”) contained in Subchapter
III of the Delaware Statutory Trust Act (the “DSTA”). The Control Share Statute provides for a series of voting power thresholds
above which shares are considered “control beneficial interests” (referred to here as “control shares”). Once
a threshold is reached, an acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to shares
acquired in excess of that threshold (i.e., the “control shares”) unless approved by shareholders of the Fund or exempted
by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering
whether voting rights shall be accorded to control shares. The Board is permitted, but not obligated, to exempt specific acquisitions
or classes of acquisitions of control shares, either in advance or retroactively.

Some uncertainty around the general
application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have
found that certain control share by-laws adopted by Massachusetts business trusts violated the 1940 Act, although one of such judgments
is currently on appeal. Additionally, in some circumstances uncertainty may also exist in how to enforce the control share restrictions
contained in state control share statutes against beneficial owners who hold their shares through financial intermediaries. With respect
to the Special Meeting, all votes will be counted for purposes of determining quorum at the Meeting and on the vote required to pass the
Proposal.

Comment 9:
Under the “Proposal” section and “Board Considerations” sub-section of the Proxy Statement, it is disclosed
in the third bullet point that the Board considered “the potential effect of the Reorganizations on the total annual operating expense
ratio of the Combined Fund following the Reorganizations. The Board noted that, following the consummation of the Reorganizations, the
total annual operating expense ratio (excluding interest expense) of the Combined Fund is expected to be the same as the current total
annual operating expense ratio of the Fund.” Please disclose why the Board considered the expense comparison excluding interest
expense in determining that issuance of additional shares may benefit the Fund and its shareholders. Please also disclose whether or not
the Board considered the expense comparison including interest expense.

Response:
The Board considered the expense comparison excluding interest because this figure, which reflected no change resulting from the Reorganizations,
was the least favorable comparison of the Fund’s and the Combined Fund’s expenses. The Registrant confirms that the Board
also received and considered information on the expense ratios of the Fund and the Combined Fund that included interest expense and noted
that the total expense ratios of the Combined Fund would be lower than those of the Fund. The Registrant will revise the quoted passage
to read:

“the potential effect of the Reorganizations
on the total annual operating expense ratio of the Combined Fund following the Reorganizations. The Board noted that, following the consummation
of the Reorganizations, the total annual operating expense ratio (excluding interest expense) of the Combined Fund is expected to be the
same as the current total annual operating expense ratio (excluding interest expense) of the Fund, and that the total annual operating
expense ratios, net of waiver, of the Combined Fund, based both on net assets and on managed assets, are expected to be lower than the
current total annual operating expenses ratios, net of waiver, of the Fund.”

Comment 10:
Under the “Proposal” section and “Board Considerations” sub-section of the Proxy Statement, please consider
deleting the last sentence of the fourth bullet point:

 · that aIL, the investment adviser of the Fund,
has entered into a written contract (the “Expense Limitation Agreement”) with the Fund that is effective through October 31,
2024. In connection with the Reorganizations, aIL has contractually agreed to limit total “Other Expenses” of the Combined
Fund (excluding any interest, taxes, brokerage fees, short sale dividend and interest expenses and non-routine expenses) as a percentage
of net assets attributable to common shares of the Combined Fund to 0.25% per annum of the Combined Fund’s average daily net assets
for twelve months following the closing of the Reorganization and 0.35% per annum of the Fund’s average daily net assets until June
30, 2025. The Expense Limitation Agreement limits total “Other Expenses” of the Combined Fund (excluding any interest, taxes,
brokerage fees, short sale dividend and interest expenses and non-routine expenses) as a percentage of net assets attributable to common
shares of the Combined Fund to 0.25% per annum of the Combined Fund’s average daily net assets;

Response:
The Registrant has revised the disclosure in response to this comment.

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Comment 11:
Under the “Terms of the Reorganization Agreements” section of the Proxy Statement, please revise the third sentence of
the first paragraph to indicate that a form of each Reorganization Agreement is attached as Appendix A.

Response:
The Registrant has revised the disclosure in response to this comment.

Comment 12:
Under “Terms of the Reorganization Agreements” section and “Expenses of the Reorganizations” sub-section of
the Proxy Statement, please revise the following sentence to align with the disclosure corresponding to Comment 5: “aIL and abrdn
Inc. and their affiliates and First Trust and its affiliates will bear expenses incurred in connection with the Reorganizations, whether
or not a Reorganization is consummated.”

Response:
Please see the Registrant’s response to Comment 5.

Comment 13:
Under the “Comparison of the Fund and the Combined Fund” section and “Expense Example” sub-section of the
Proxy Statement, please delete the following sentence from the Expense Example:

“The example includes Dividends
on Preferred Shares for the Fund. If Dividends on Preferred Shares for the Fund were not included in the example calculation, the expenses
for the Fund for the 1-, 3-, 5- and 10-year periods in the table above would be as follows (based on the
same assumptions as above): $39, $121, $205 and $422.”

Response:
The Registrant has revised the disclosure in response to this comment.

Comment 14:
Under “Voting Information and Requirements” section and “Quorum” sub-section of the Proxy Statement, please
disclose how abstentions will be treated for purposes of determining whether a quorum exists.

Response:
The following sentence will be added:

Abstentions, if any, will be included
for purposes of determining whether a quorum is present at the Meeting and will be treated as shar