SEC Division of Investment Management staff letter: Aberdeen Asia-Pacific Income Fund, Inc.

June 26, 2013
IM Ref. No. 20134121535
RESPONSE OF THE OFFICE OF CHIEF COUNSEL Aberdeen Asia-Pacific Income Fund, DIVISION OF INVESTMENT MANAGEMENT Inc. File No. 811-04611 Your letter dated June 21, 2013 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission ("Commission") under Section 5(b) or Section 6(a) ofthe Securities Act of 1933 (the "Securities Act") against Aberdeen Asia-Pacific Income Fund, Inc. (the "Fund"), which filed and had declared effective by the Commission a shelf registration statement on Form N-2 ("Registration Statement"), if the Fund files a post-effective amendment to its Registration Statement pursuant to Rule 486(b) under the Securities Act, under the circumstances set forth in your letter. Background You state that the Fund is a closed-end management investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"). The Fund filed and had declared effective by the Commission its Registration Statement pursuant to which it may issue common shares on a delayed basis in accordance with Rule 415(a)(1)(x) under the Securities Act and the positions ofthe Commission staff. 1 Aberdeen Asset Management Asia Limited serves as the investment adviser to the Fund, and Aberdeen Asset Management Limited serves as the subadviser to the Fund. The Fund's common shares are registered under Section 12(b) of the Securities Exchange Act of 1934 and are listed and traded on the NYSE MKT. The Fund has a fiscal year ending on October 31. You state that the Fund's board of directors (the "Board"), including a majority of independent directors, has concluded that a continuously effective shelf registration statement would be beneficial to the Fund, its shareholders and potential investors. You state that the Fund, therefore, needs a continuously effective Registration Statement, and annually would have to file post-effective amendments to its Registration Statement pursuant to Section 8(c) ofthe Securities Act ("Post-Effective Amendments") to bring the Fund's financial statements up to date or to make other non-material changes. You further state that the Fund, its shareholders and potential investors would benefit if Post-Effective Amendments filed for the purpose of bringing the Fund's financial statements up to date or to make any other non-material changes were effective immediately, as permitted by Rule 486(b) under the Securities Act available to certain registered closed-end investment companies. You state that utilization ofRule 486(b) would help ensure that the Fund has the ability to raise capital as the opportunity arises, and could reduce expenses incurred by the Fund in the Post-Effective Amendment process. You further state that due to the limited purpose for which the Fund would use Rule 486(b ), no erosion of investor protection would occur and investors could have faster access to important information about the Fund, including its updated financial information. See Nuveen
Virginia Premium Income Municipal Fund, SEC StaffNo-Action Letter (Oct. 6, 2006); Pilgrim America Prime Rate Trust, SEC StaffNo-Action Letter (May I, 1998) ("Pilgrim Letter").