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"). 
Discussion 

Rule 486(b) under the Securities Act, in relevant part, states that a post-effective 

amendment to a registration statement filed by a registered closed-end management investment 

company which makes periodic repurchase offers under Rule 23c-3 under the Investment 

Company Act ("Interval Fund") shall become effective on the date on which it is filed with the 

Commission, provided that certain conditions are met. The conditions of Rule 486(b) require, 

among other things, that the post-effective amendment be filed for no purpose other than, among 

other things, bringing the financial statements up to date or making non-material changes, and 

that the registrant make certain representations concerning the purpose for which the amendment 

is filed . 

In adopting Rule 486(b) in 1994, the Commission recognized that Interval Funds may 

have a need to raise capital continuously, and therefore need continuously effective registration 

statements and would benefit if certain filings could become effective automatically. 2 The 

Commission staff in 1998 recognized that registered closed-end management investment 

companies such as the Fund, which are not Interval Funds, also may benefit from the flexibility 

to take advantage of favorable market conditions to raise additional capital through continuous or 

delayed offerings of their securities. 3 You assert that the Fund and its shareholders also would 

benefit if the Fund's Post-Effective Amendments that comply with the conditions of Rule 486(b) 

could become effective immediately pursuant to that Rule. 

You represent that each filing made in reliance on the requested relief would be made in 

compliance with the conditions of Rule 486(b), and that the Fund will file a Post-Effective 

amendment containing a prospectus pursuant to Section 8( c) ofthe Securities Act prior to any 

offering of its common shares at a price below net asset value. You also represent that in relying 

on the requested relief to sell common shares, the Fund 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.4 

Conclusion 

Based on the facts and representations set forth in your letter, we would not recommend 

that the Commission take any enforcement action under Section 5(b) or Section 6(a) ofthe 

Securities Act against the Fund ifthe Fund files Post-Effective Amendments to its Registration 

Statements pursuant to Rule 486(b) under the Securities Act. This response expresses our view 

on enforcement action only and does not express any legal or interpretive conclusion on the 

issues presented. Because our position is based upon all of the facts and representations in your 

2 See Post-Effective Amendments to Investment Company Registration Statements, Investment Company 

Act Release No. 20486 (Aug. 17, 1994), n.22 and accompanying text. An Interval Fund operates pursuant to a 

fundamental policy that requires the Interval Fund to make periodic offers to repurchase its common stock in an 

amount not less than five percent ofthe outstanding shares. See Rule 23c-3 under the Investment Company Act. 

These repurchase offers may create a need for the Interval Fund to replenish its assets by making a continuous or 

intermittent offering of its common stock. See Continuous or Delayed Offerings by Certain Closed-End 

Management Investment Companies; Automatic Effectiveness of Certain Registration Statements and Post-Effective 

Amendments, Investment Company Act Release No. 19391 (Apr. 7, 1993). 

See Pilgrim Letter, supra note 1, at n.12 and accompanying text. 

4 See Pilgrim Letter, supra note 1, at n.4 and accompanying text. 

2 

letter, any different facts or representations may require a different conclusion.5 We note that the 

Fund has acknowledged that the staff may withdraw any assurance granted in this letter if the 

staff finds that the Fund is misusing Rule 486(b) or for any other reason. 

w,'-'~ Adam Glazer 

Senior Counsel 

The Division oflnvestment Management generally permits third parties to rely on no-action or interpretive 

letters to the extent that the third party's facts and circumstances are substantially similar to those described in the 

underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities, 

Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light ofthe very fact-specific nature ofthe 

Fund's request, however, the position expressed in this letter applies only to the Fund, and no other entity may rely 

on this position. The staff is willing to consider similar requests from other registered closed-end management 

investment companies. 

3 

June 21, 2013 

Mr. Douglas Scheidt, Esq. 

Associate Director and Chief Counsel 

Division of Investment Management 

United States Securities and Exchange Commission 

100 F Street, N.E. 

Washington, DC 20549 

Dear Mr. Scheidt: 

On behalf of Aberdeen Asia-Pacific Income Fund, Inc. (the "Fund"), we seek assurance 

that the staff of the Division of Investment Management (the "Staff') will not recommend 

enforcement action against the Fund 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 the 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 statements under the circumstances set forth in this letter. 

I. Background 

The Fund is a closed-end management investment company that is registered under the 

Investment Company Act of 1940, as amended (the "Investment Company Act"). The Fund's 

shares of common stock are registered under Section 12(b) of the Securities Exchange Act of 

1934, as amended, and are listed and traded on the NYSE MKT. Aberdeen Asset Management 

Asia Limited serves as the Fund's investment adviser, and Aberdeen Asset Management Limited 

serves as the Fund's subadviser. The Fund has a fiscal year end of October 31. The 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 of Rule 415(a)(l )(x) under the Securities Act and the positions ofthe Staff articulated 

in Pilgrim 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"). 

The Commission initially declared effective the Fund's shelf registration statement on 

Form N-2 (File Nos. 333-182564; 811-04611) on August 17,2012. The Fund subsequently filed 

a post-effective amendment to its shelf registration statement on February 1, 2013 to update its 

financial statements in accordance with Rule 3-18 of Regulation S-X. This post-effective 

amendment was reviewed by the Commission and declared effective on February 28, 2013. 
9146611.4 

Mr. Douglas Scheidt 

June 21, 2013 

Page 2 

The Board of Directors (the "Board") of the Fund, including a majority of the 

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 the Fund and 

its stockholders. The Board has also concluded that a continuously effective shelf registration 

statement is beneficial to the Fund, its stockholders and potential investors. As discussed below, 

however, the 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 financial statements up to date. The 

post-effective amendment process requires the Commission to review and declare effective any 

post-effective amendments filed to a shelfregistration statement in order to bring the Fund's 

financial statements up to date. 

The Board believes that the Fund, its stockholders and potential investors would benefit if 

the 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, 1 to file post-effective 

amendments to its shelf registration statements that would become effective immediately, 

primarily for the purposes of updating its financial statements or making non-material changes. 

Investors would benefit from the Fund's ability to raise capital in continuous offerings of its 

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 of the current post-effective amendment process can be significant. 

Due to the limited purpose for which the Fund proposes to use Rule 486(b ), no erosion of 

investor protections would occur. 

II. 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) of the Securities Act 

makes it unlawful for any person directly or indirectly to carry or cause to be carried any security 

for the purpose of sale or delivery, unless preceded or accompanied by a prospectus that meets 

the requirements of Section 1 0( a) of the Securities Act. 

Section 1 O(a)( 1) of the 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 1 O(a)(3) states that, notwithstanding 

Section 1 O(a)(l), a prospectus that is used more than nine months after the effective date of the 

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 "10(a)(3) Prospectus"). 

1 The Fund is not organized as an interval fund pursuant to Rule 23c-3 under the Investment Company Act, and 


therefore Rule 486(b) is not currently available to the Fund. 

9146611.4 

Mr. Douglas Scheidt 

June 21,2013 

Page 3 

Open-end management investment companies ("Open-end Funds"), unit investment 

trusts, and face-amount certificate companies are required by Section 24( e) of the Investment 

Company Act to use a 10(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 tiling a post-effective amendment pursuant to Rule 485, which provides for 

automatic or immediate effectiveness.2 Notably, however, Section 24(e) does not apply to 

closed-end management investment companies, and there is no statutory requirement mandating 

that a closed-end fund make such a post-effective filing. 3 Instead, Rule 415(a)(3) requires a 

registrant that is an investment company filing on Form N-2 (the registration statement utilized 

by closed-end funds) to furnish the undertakings required by Item 34.4 of Form N-2. Item 34.4.a 

of Form N-2 requires a closed-end fund 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 10(a)(3) ofthe 1933 Act." 

The Fund has made this undertaking in its effective registration statement. As a 

consequence, the Fund currently is required to file a post-effective amendment on an annual 

basis to update its shelf registration statement with its audited financial statements in accordance 

with this undertaking, as well as to make any non-material updates. The Fund currently satisfies 

this undertaking by filing a post-effective amendment with the Commission pursuant to Section 

8( c) of the 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 can be a lengthy process. Prior 

to the post-effective amendment being declared effective by the Staff, the Fund cannot issue 

shares of common stock pursuant to it, thereby potentially preventing the Fund from taking 

advantage of what may be an attractive market to raise assets for the benefit of Fund 

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 posteffective amendment to an effective registration statement, or a registration statement for 

additional shares of common stock, filed 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 filed, or on a later date designated by the registrant that is no more than 30 days 

2 Rule 485( a) pennits automatic effectiveness after the passage of a specified period oftime. 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) of the 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 of Rule 485, which provides for automatic and 

immediate effectiveness for Open-end Funds. 
9146611.4 

Mr. Douglas Scheidt 

June 21, 2013 

Page 4 

after the filing is made, provided that the post-effective amendment or registration statement is 

filed solely : (i) to register additional shares of common stock for which a registration statement 

filed on Form N-2 is effective, (ii) to bring the financial statements up to date under section 

1 O(a)(3) of the Securities Act or rule 3-18 of Regulation S-X, (iii) to designate a new effective 

date for a previously filed post-effective amendment or registration statement for additional 

shares under Rule 486(a), which has not yet become effective, (iv) to disclose or update the 

information required by Item 9c of Form N-2, 5 (v) to make any non-material changes the 

registrant deems appropriate, and (vi) for 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 re~istration 

statements and would benefit if certain filings could become effective automatically." The Fund 

believes that this line of reasoning should be extended to it as a closed-end fund that is 

conducting offerings pursuant to Rule 415(a)(l)(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"), Calamos 

Convertible Opportunities and Income Fund, SEC StaffNo-Action Letter (Feb. 14, 2011) and 

Aberdeen Australia Equity Fund, Inc., SEC StaffNo-Action Letter (April 12, 2012), the Staff 

granted no-action assurances to three closed-end fund complexes that were engaged in a delayed 

or continuous offering pursuant to Rule 415(a)(l)(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 of directors approved the funds' 

delayed or continuous offerings, the representation that each fund's post-effective amendments 

would comply with the conditions of Rule 486(b ), and the representation that each fund would 

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. 

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 of the 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." 

We submit that the facts presented by the Fund in this request are similar to those 

presented in the Nuveen II, Calamos and Aberdeen letters. As was the case with each of the 

funds in the Nuveen II, Calamos and Aberdeen letters, the Fund's Board, including a majority of 

its independent directors, has concluded that the continued ability to raise capital through the 

5 We note that Form 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.l.c. of Form N-2, which relates to 

information regarding individual portfolio managers. Accordingly the Funds plan to treat the reference to "Item 9c" 

as a reference to Item 9.l.c. of Form N-2. 

6 Post-Effective Amendments to Investment Company Registration Statements, SEC Rei. No. 33-7083 (Aug. 17, 

1994). 
9146611.4 

Mr. Douglas Scheidt 

June 21,2013 

Page 5 

public offering of additional shares of common stock on a delayed and continuous basis would 

benefit the Fund and its stockholders. In addition, the Board has concluded that a continuously 

effective shelf registration statement would be beneficial to the Fund, its stockholders and 

potential investors. In furtherance of these conclusions, the 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 of the Commission staff in the Nuveen I and Pilgrim letters. 

As is the case with Interval Funds, the Fund and its 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 the 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 of the 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 Fund to 

update its financial statements, or to make non-material changes to its registration statements, the 

Fund believes that the public policy of protecting investors would be safeguarded. The 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 the Fund will file a post-effective amendment 

containing a prospectus pursuant to Section 8( c) of the Securities Act prior to any offering of its 

common stock at a price below net asset value. In relying on the requested relief to sell shares of 

common stock, the Fund will sell newly issued shares at a price no lower than the sum of the 

Fund's net asset value plus the per share commission or underwriting discount. 7 

The 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 1 0( a )(3) of the Securities Act or 

rule 3-18 of Regulation S-X; (2) update the information required by Item 9.1.c of Form N-2; or 

(3) make any non-material changes the registrant deems appropriate. 8 

III. Conclusion 

In light of the forgoing, we seek your assurances that the Staff will deem the Fund to 

have complied with its undertaking provided in response to Item 34.4.a of Form N-2, and will 

not recommend enforcement action against the Fund to the Commission under Section 5(b) or 

7 See Cal amos Convertible Opportunities and Income Fund, SEC Staff No-Action Letter (Feb. 14, 20 II). 

8 The Fund 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. 
9146611.4 

Mr. Douglas Scheidt 

June 21,2013 

Page 6 

Section 6(a) ofthe Securities Act if the Fund utilizes Rule 486(b) of the Securities Act, under the 

circumstances set forth above. 

The Fund acknowledges that the Staff may withdraw any assurance granted in response 

to this letter if the 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. 

Sincerely,