SEC Division of Investment Management staff letter: Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc. and Aberdeen Global Income Fund, Inc.

WILLKIE FARR &GALLAGHERLLP 787 Seventh Avenue
New York, NY 10019-6099
Tel: 2127288000
Fax: 212 728 8111
Mr. Douglas Scheidt, Esq.
Associate Director and ChiefCounsel
Division of Investment Management
United States Securities and Exchange Commission 100 F Street, N.E.
Washington, DC 20549
Dear Mr. Scheidt:
On behalfofAberdeen Australia Equity Fund, Inc. ("IAF"), Aberdeen Chile Fund, Inc. ("CH") and Aberdeen Global Income Fund, Inc. ("FCO" and collectively with IAF and CH, the "Funds" and each, a "Fund"), we seek assurance that the staff ofthe Division ofInvestment Management (the "Staff') will not recommend enforcement action against the Funds to the Securities and Exchange Commission (the "Commission") under Section 5(b) or Section 6(a) of the Securities Act of 1933, as amended (the "Securities Act"), if each Fund utilizes Rule 486(b) under the Securities Act to file post-effective amendments to its registration statements in satisfaction ofthe undertakings contained in its registration statement under the circumstances set forth in this letter.
I. Background
Each Fund is a closed-end management investment company that is registered under the Investment Company Act of 1940, as amended (the "lnvestment Company Act"). Each Fund's shares of common stock are registered under Section 12(b) ofthe Securities Exchange Act of 1934, as amended, and are listed and traded on the NYSE Amex. Aberdeen Asset Management Asia Limited serves as the investment adviser to each ofIAF and FCO, Aberdeen Asset Management Limited serves as the investment adviser to each ofIAF and FCO and Aberdeen Asset Managers Limited serves as the investment adviser to CH and the subadviser to FCO. Each ofIAF and FCO has a fiscal year end ofOctober 31 and CH has a fiscal year end of December 31. Each Fund has filed and had declared effective by the Commission a shelf registration statement on Form N-2 pursuant to which it has registered, and may issue, shares of common stock in accordance with the terms ofRule 415(a)(1)(x) under the Securities Act and the positions ofthe Staff articulated in Pi/grim America Prime Rate Trust, SEC StaffNo-Action Letter (May 1, 1998) and Nuveen Virginia Premium Income Municipal Fund, SEC StaffNo￾Action Letter (October 6,2006) (''Nuveen I"). NEW YORK WASfllNGTON PARIS LoNDON MlLAN ROME FRANKFURT BRUSSELS in alliance with Dickson Minto W.S., London and Edinburgh

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The Commission initially declared effective lAF's shelf registration statement on Form N-2 (File Nos. 333-164092; 811-04438) on November 24, 2010, CH's shelf registration statement on Form N-2 (File Nos. 333-172627; 811-05770) on April 27, 2011 and FCO's shelf registration statement on Form N-2 (File Nos. 333-177629; 811-06432) on December 29, 2011. IAF subsequently filed a post-effective amendment to its shelf registration statement in February 2011 to update its fmancial statements in accordance with Rule 3-18 ofRegulation S-x. This post-effective amendment was reviewed by the Commission and declared effective on March 28, 2011. The Board ofDirectors (the "Board") of each Fund, including a majority ofthe independent directors, has concluded that the continued ability to raise capital through the public offering of additional securities on a delayed and continuous basis is beneficial to each Fund and its stockholders. The Board has also concluded that a continuously effective shelf registration statement is beneficial to each Fund, its stockholders and potential investors. As discussed below, however, each Fund is subject to the risk of being unable to sell securities pursuant to its effective shelf registration statements for significant portions of each year due to the post￾effective amendment process currently required to bring the Fund's fmancial statements up to date. The post-effective amendment process requires the Commission to review and declare effective any post-effective amendments filed to a shelf registration statement in order to bring a Fund's fmandal statements up to date. The Board of each Fund believes that the Fund, its stockholders and potential investors would benefit ifthe Fund were allowed to utilize Rule 486(b) under the Securities Act, which is available only to a certain category ofregistered closed-end investment companies,l to file post￾effective amendments to its shelf registration statements that would become effective immediately, primarily for the purposes ofupdating its fmancial statements or making non￾material changes. Investors would benefit from the Funds' ability to raise capital in continuous offerings oftheir securities at non-dilutive prices, without potentially significant periods of disruption to such offering process. In addition, Fund stockholders could benefit from considerable cost savings, as expenses incurred in respect ofthe current post-effective . amendment process can be significant. Due to the limited purpose for which the Funds propose to use Rule 486(b), no erosion ofinvestor protections would occur. TI. Discussion
Section 5(b)(1) ofthe Securities Act makes it unlawful for any person directly or
indirectly to transmit, through interstate commerce, a prospectus relating to any security with respect to which a registration statement has been filed, unless the prospectus meets the requirements of Section 10 ofthe Securities Act. Similarly, Section 5(b)(2) ofthe Securities Act makes it unlawful for any person directly or indirectly to carry or cause to be carried any security 1 The Funds are not organized as interval funds pursuant to Rule 23c-3 under the Investment Company Act, and therefore Rule 486(b) is not currently available to the Funds.

6865431.10 for the purpose ofsale or delivery, unless preceded or accompanied by a prospectus that meets
the requirements ofSection lO(a) ofthe Securities Act.
Section 10(a)(I) ofthe Securities Act, in pertinent part, states that a prospectus relating to
a security - other than a security issued by a foreign issuer - shall contain the information contained in the issuer's registration statement. Section 10(a)(3) states that, notwithstanding
Section lO(a)(l), a prospectus that is used more than nine months after the effective date ofthe
registration statement must have information as of a date not more than sixteen months prior to such use, so far as the information is known to the user ofthe prospectus or can be furnished by the user ofthe prospectus without unreasonable effort or expense (a "1O(a)(3) Prospectus"). Open-end management investment companies ("Open-end Funds'.'), unit investment trusts, and face-amount certificate companies are required by Section 24( e) ofthe Investment Company Act to use a 1 O(a)(3) Prospectus that does not vary from the latest prospectus filed as
part of a post-effective amendment to the fund's registration statement. Open-end Funds satisfy
this requirement by filing a post-effective amendment pursuant to Rule 485, which provides for automatic or immediate effectiveness? Notably, however, Section 24(e) does not apply to closed-end management investment companies, and there are no statutory or rule-based requirements mandating that a closed-end fund make such a post-effective filing.3 Instead, closed-end funds are required by Item 34(4)(a) ofForm N-2 (which is the registration statement utilized by closed-end funds) to undertake "to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (1) to include any prospectus required by Section 1O(a)(3) ofthe 1933 Act." Each Fund has made this undertaking in its effective registration statement. As a consequence, each Fund currently is required to file a post-effective amendment on an annual basis to update its shelf registration statement with its audited fmancial statements in accordance with this undertaking, as well as to make any non-material updates. Each Fund currently satisfies this undertaking by filing a post-effective amendment with the Commission pursuant to
Section 8(c) ofthe Securities Act. Section 8( c) does not provide a mechanism for automatic
effectiveness.4 A post-effective amendment filed pursuant to Section 8(c) must be declared effective by the Staff in order to take effect. This process subjects the filings to Staff review and comment, including for routine non-material amendments, which in the Funds' experience can be a lengthy process. Prior to the post-effective amendment being declared effective by the Staff, a Fund cannot issue shares ofcommon stock pursuant to it, thereby potentially preventing 2 Rule 485(a) permits automatic effectiveness after the passage of a specified period of time. Rule 485(b) provides for immediate effectiveness of filings made for certain purposes, including, among other things, updating financial statements and making non-material changes. 3 See Section 24(e) ofthe Investment Company Act; L. Loss & J. Seligman, Securities Regulation, 566 (3rd ed. 1998). 4 But see supra note 2 and accompanying text for a discussion ofRule 485, which provides for automatic and immediate effectiveness for Open-end Funds.

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April 10,2012 the Fund from taking advantage ofwhat may be an attractive market to raise assets for the benefit ofFund stockholders. Closed-end funds that are operated as interval funds pursuant to Rule 23c-3 under the Investment Company Act are not subject to these delays. Rule 486(b) provides that a post￾effective amendment to an effective registration statement flled by a registered closed-end management investment company or business development company which makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act ("Interval Funds") shall become immediately effective on the date it is flled, or on a later date designated by the registrant that is no more than 30 days after the filing is made, provided that the registration statement is flled solely to: (i) register additional shares of common stock for which a registration statement flled on Form N-2 is effective, (ii) bring the financial statements up to date under section 10(a)(3) ofthe Securities Act or rule 3-18 ofRegulation S-X, (iii) designate a new effective date for a previously flled post-effective amendment or registration statement for additional shares under Rule 486(a), which has not yet become effective, (iv) disclose or update the information required by Item 9c ofForm N_2,5 (v) make any non-material changes the registrant deems appropriate, and (vi) any other purpose the Commission shall approve. In the adopting release for Rule 486, the Commission stated that "[t]he initial proposal of Rule 486 recognized that closed-end interval funds may need continuously effective registration statements and would"benefit if certain filings could become effective automatically.,,6 The Funds believe that this line ofreasoning should be extended to them as closed-end funds that are conducting offerings pursuant toRule 415(a)(1)(x). Recently, your office has concurred with this approach. In Nuveen Municipal High Income Opportunity Fund, SEC StaffNo-Action Letter (Nov. 9,2010) (''Nuveen II") and Calamos Convertible Opportunities and Income Fund, SEC StaffNo-Action Letter (Feb. 14, 2011), the Staff granted no-action assurances to two closed-end fund complexes that were engaged in a delayed or continuous offering pursuant to Rule 415(a)(I)(x). In the letters, the Staff agreed not to recommend enforcement action to the Commission under Sections 5 and 6(a) ofthe Securities Act based on the representation that the respective funds' board ofdirectors approved the funds' delayed or continuous offerings, the representation that each fund's post￾effective amendments would comply with the conditions ofRule 486(b), and the representation that each fund would flle a post-effective amendment containing a prospectus pursuant to
Section 8( c) ofthe Securities Act prior to any offering of its common stock at a price below net
asset value.
S We note that Fonn N-2 does not have, and has never had, an "Item 9c." Based upon a review of the administrative history of Rule 486, we believe that this should be a reference to Item 9.I.c. ofFonn N-2, which relates to infonnation regarding individual portfolio managers. Accordingly the Funds plan to treat the reference to "Item 9c" as a reference to Item 9.l.c. ofFonn N-2. 6 Post-Effective Amendments to Investment Company Registration Statements, SEC ReI. No. 33-7083 (Aug. 17, 1994).

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Your office has stated that, "[i]n light ofthe very fact specific nature" ofthe requests, this relief is limited on its face to the addressees ofthe no-action letters. Your office has also stated, however; that it "is willing to consider similar requests from other registered closed-end management investment companies or business development companies." We submit that the facts presented by the Funds in this request are similar to those presented in the Nuveen II and Calamos letters. As was the case with each ofthe funds in the Nuveen II and Calamos letters, each Fund's Board, including a majority ofits independent directors, has concluded that the continued ability to raise capital through the public offering of additional shares of common stock on a delayed and continuous basis would benefit each Fund and its stockholders. In addition, each Fund's Board has concluded that a continuously effective shelf registration statement would be beneficial to the Fund, its stockholders and potential investors. In furtherance ofthese conclusions, each Fund has an effective registration statement on file with the Commission pursuant to which the Fund may issue shares of common stock on a delayed and continuous basis in accordance with Rule 415(a)(l)(x) under the Securities Act and the positions ofthe Commission staff in the Nuveen I and Pilgrim letters. As is the case with Interval Funds, the Funds and their common stockholders would also benefit from having continuously effective registration statements. The ability to utilize Rule 486(b) under the Securities Act would have significant benefits for a Fund and its investors:

• The Fund would have the ability to raise capital as the opportunity arises;
• The Fund could reduce the expenses it presently incurs as part ofthe registration
  statement review and comment process, thus benefiting shareholders; and
• Investors could have faster access to important information about the Fund including
  its updated financial information.
  In addition, because the ability to rely on Rule 486(b) would only permit the Funds to update their financial statements, or to make non-material changes to their registration statements, the Funds believe that the public policy ofprotecting investors would be safeguarded. Each Fund represents that each filing made in reliance on the requested relief would be made in compliance with the conditions of Rule 486(b), and that each Fund will file a post-effective amendment containing a prospectus pursuant to Section 8(c) ofthe Securities Act prior to any offering ofits common stock at a price below net asset value. Each Fund that relies on the requested relief to sell shares of common stock will sell newly issued shares at a price no lower than the sum ofthe Fund's net asset value plus the per share commission or underwriting discount.7 Each Fund would utilize Rule 486(b) to file post-effective amendments only to: (1) bring the financial statements ofthe Fund up to date under Section lO(a)(3) ofthe Securities Act or 7 See Calamos Convertible Opportunities and Income Fund, SEC StaffNo-Action Letter (Feb. 14, 2011).

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rule 3-18 ofRegulation S-X; (2) update the information required by Item 9.1.c ofForm N-2; or (3) make any non-material changes the regislrant deems appropriate.8 . m. Conclusion . In light ofthe forgoing, we seek your assurances that the Staff will deem each Fund to have complied with its undertaking provided in response to Item 34(4)(a) ofForm N-2, and will not recommend enforcement action against the Funds to the Commission under Section 5(b) or
Section 6(a) ofthe Securities Act ifthe Funds utilize Rule 486(b) ofthe Securities Act, under the
circumstances set forth above.
Each Fund acknowledges that the Staffmay withdraw any assurance granted in response to this letter ifthe Staff:finds that the Fund is misusing Rule 486(b), or for any other reason. Please contact the undersigned at (212) 728-8215. with any questions or comments regarding this letter. '- TlY,

• K~D: Rose F. DiMartino, Esq
  8 The Funds would not seek to use a filing made in accordance with Rule 486(b) to register additional securities without first obtaining relief from Rule 413 under the Securities Act.