Investment performance. The Trustees considered and reviewed the investment performance record of abrdn Inc. in managing other closed-end funds. The Trustees noted that abrdn Inc. does not currently manage any healthcare or biotech strategies. The Board also considered the information received and reviewed throughout the year and in connection with its recent annual approval of the investment advisory agreement between such Fund and Tekla (the "Tekla Advisory Agreement") regarding the Fund's performance, as well as the investment strategy and the investment team, both of which are expected to remain unchanged under the New Advisory Agreement. Furthermore, the Trustees considered that the Fund's investment objectives, fundamental and non-fundamental policies are not expected to change as a result of the New Advisory Agreement.
Fees and Expenses. The Trustees considered that, with respect to the Fund, the advisory fee schedule would be the same under the New Advisory Agreement as under the Tekla Advisory Agreement. The Trustees considered the various services to be provided by abrdn Inc. to the Fund under the New Advisory Agreement and reviewed comparisons of the Fund's proposed expense ratios to: (i) those of a peer group of other investment companies identified by an independent service provider engaged by the Independent Trustees in connection with their most recent renewal of the Tekla Advisory Agreement in March of 2023; and (ii) the Fund's current expenses and expense ratios under the Tekla Advisory Agreement. The Trustees noted that abrdn Inc.'s proposed fees are within the range of fees presented in the comparative information. The Trustees considered, among other things, that the Fund's aggregate expenses incurred in any fiscal year, including but not limited to investment advisory fees (but excluding borrowing costs, taxes, brokerage commissions, and any non-routine expenses) ("Operating Expenses") are expected to decrease as a result of expense limitation agreements abrdn Inc. has agreed to impose, which will be in effect for at least two years from the date that abrdn Inc. begins managing the Fund and that the services to be provided by abrdn Inc. under the New Advisory Agreement are at least comparable to the services provided to the Fund under the Tekla Advisory Agreement.
Economies of Scale. The Trustees noted that while the Fund, as a closed-end fund, generally would not present the opportunity for economies of scale by themselves, abrdn's large platform presented new opportunities for the Fund to receive the benefits of economies of scale through abrdn's relationships with service providers and other operational efficiencies. The Trustees noted that the New Advisory Agreement, like the Tekla Advisory Agreement, do not provide for breakpoints that might reduce the effective fee rate paid by a Fund to the extent such Fund's net assets should increase. The Trustees considered that, given the closed-end structure of the Fund and the fact that, absent a rights offering or other secondary offering, any significant growth in assets generally will occur through appreciation in the value of the Fund's investment portfolio.
The Trustees also noted abrdn Inc.'s representation that it would attempt to achieve economies of scale through relationships with brokers, administrative systems and other efficiencies. The Trustees considered the ways in which abrdn Inc. may be able to achieve economies of scale for the Fund but noted that there can be no assurances that economies of scale will be achieved by abrdn Inc. Under the circumstances, the Board concluded that, with respect to the Fund, the proposed advisory fees are not excessive and that the advisory fee structure for the Fund is appropriate.
Fall-Out Benefits and Other Factors. The Trustees also considered information regarding potential "fall-out" or ancillary benefits that would be received by abrdn as a result of its relationship with the Fund. The Board received and considered information regarding the extent to which abrdn might derive other ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as investment adviser to the Fund. The Board concluded that, to the extent abrdn derives other benefits from its relationship with the Fund, those benefits are not so significant as to render abrdn Inc.'s fees excessive.
The Trustees also considered that Tekla has a financial interest under the Purchase Agreement in having the Board and shareholders approve the New Advisory Agreement.
Costs of Services Provided and Profitability. In evaluating the costs of the services to be provided by abrdn Inc. under the New Advisory Agreement and the expected profitability to abrdn Inc. from its proposed relationship with the Fund, the Trustees once again considered, among other things, that there would be no increase in advisory fee rate under the New Advisory Agreement. The Trustees further noted the pro forma nature of the profitability information presented and that it was not possible to predict with certainty how abrdn Inc.'s profitability actually would be affected by becoming the investment adviser to the Fund, but that they had been satisfied, based on their review of the projected profitability of abrdn Inc., that the profitability from its relationship with the Fund would not be excessive.
Based on the information provided to and evaluated by the Trustees, the Trustees concluded that, with respect to the Fund, the fees proposed to be charged by abrdn Inc. under the New Advisory Agreement are fair and reasonable in light of the quality and nature of the services proposed to be provided by abrdn Inc. and that the proposed profitability of abrdn Inc.'s relationship with the Fund will not be excessive.
Conclusion. In their deliberations, the Trustees did not identify any single item that was all-important or controlling and each Trustee may have attributed different weights to various factors. After an evaluation of the above-described factors and based on their deliberations and analysis of the information provided, the Trustees concluded that, with respect to the Fund, approval of the New Advisory Agreement is in the best interests of the Fund and its shareholders. Accordingly, the Trustees, including the Independent Trustees voting separately, unanimously approved the New