As filed with the Securities and Exchange Commission on June 23, 2009.
File No. 811-06342
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
Registration Statement Under the Investment Company Act of 1940
Amendment No. 11
ABERDEEN GLOBAL INCOME FUND, INC.
(Exact name of Registrant as Specified in Charter)
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Address of Principal Executive Offices)
Registrant’s telephone number, including Area Code: (866) 839-5233
Mr. Alan R. Goodson
Aberdeen Asset Management Inc.
1735 Market Street, 37th Floor
Philadelphia, PA 19103
(Name and Address of Agent for Service)
Copies to:
Sander M. Bieber, Esq.
Dechert LLP
1775 I Street, NW
Washington, DC 20006
This amendment is being filed solely to file exhibits to this Registration Statement.
PART C
Registrant’s Sub-Advisory Agreement among Aberdeen Asset Management Asia Limited and Aberdeen Asset Management Investment Services Limited, dated as of March 6, 2009, filed herewith as Exhibit (g)(8)
Amendment No. 2 to Credit Agreement and Amendment No. 1 to Security Agreement between the Registrant and the Bank of Nova Scotia, dated as of March 5, 2009, filed herewith as Exhibit (k)(15)
Amendment to Sub-Administration Agreement between Aberdeen Asset Management Inc. and Princeton Administrators, LLC, dated as of November 30, 2006, filed herewith as Exhibit (k)(16)
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Amendment No. 11 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the District of Columbia, on the 23rd day of June, 2009.
ABERDEEN GLOBAL INCOME FUND, INC.
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Christian Pittard |
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President |
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By: |
/s/ Victoria M. Szybillo |
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Victoria M. Szybillo |
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as Attorney-in-Fact for Christian Pittard |
* Pursuant to a power of attorney filed herewith.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director or Officer constitutes and appoints Jennifer Nichols, Lucia Sitar, Sander M. Bieber, David J. Harris, David M. Geffen, Brian S. Vargo, Victoria M. Szybillo, and Karl Paulson Egbert, and each of them, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place, and stead, in any and all capacities, to sign any and all registration statements, exemptive applications, no-action letter requests and other regulatory filings made applicable to ABERDEEN GLOBAL INCOME FUND, INC. (the “Fund”), and any amendments, exhibits, or supplements thereto, and to file and/or withdraw the same, with all other documents in connection therewith, with the U.S. Securities and Exchange Commission or any state regulatory agency or authority, as appropriate, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person in his or her capacity as a Director or Officer of the Fund, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney on the date indicated below.
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/s/ Christian Pittard |
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March 10, 2009 |
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Name: Christian Pittard Title: President |
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EXHIBIT INDEX
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Exhibit |
Description |
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(g)(8) |
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Registrant’s Sub-Advisory Agreement among Aberdeen Asset Management Asia Limited and Aberdeen Asset Management Investment Services Limited, dated as of March 6, 2009 |
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(k)(15) |
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Amendment No. 2 to Credit Agreement and Amendment No. 1 to Security Agreement between the Registrant and the Bank of Nova Scotia, dated as of March 5, 2009 |
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(k)(16) |
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Amendment to Sub-Administration Agreement between Aberdeen Asset Management Inc. and Princeton Administrators, LLC, dated as of November 30, 2006 |
Exhibit (g)(8)
FORM OF
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of the 6th day of March, 2009 (“Effective Date”), by and among ABERDEEN GLOBAL INCOME FUND, INC. (the “Fund"), a Maryland corporation, ABERDEEN ASSET MANAGEMENT ASIA LIMITED (the “Manager”) a Singapore corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED, a United Kingdom corporation (the “Sub-Adviser”), and also registered under the Advisers Act.
WITNESSETH:
WHEREAS, the Fund is registered with the U.S. Securities and Exchange Commission (the “SEC”) as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Manager has, pursuant to an Investment Management Agreement with the Fund dated as of the 7th day of June, 2006 (the “IMA”), been retained to act as investment manager of the Fund;
WHEREAS, the Sub-Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Fund and the Manager each represent that the IMA permits the Manager to, at its expense, employ, consult, or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under the IMA, subject to the requirements of the 1940 Act; and
WHEREAS, the Manager desires to retain the Sub-Adviser to assist it in the provision of a continuous investment program for that portion of the Fund’s assets that the Manager will assign to the Sub-Adviser, and the Sub-Adviser is willing to render such services subject to the terms and conditions set forth in this Sub-Advisory Agreement,
NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to the Fund:
1. Appointment as Sub-Adviser. The Manager hereby appoints the Sub-Adviser to act as sub-adviser to the Fund to manage that portion or all of the assets of the Fund that the Manager from time to time upon reasonable prior notice allocates to, and puts under the control of, the Sub-Adviser (the “Sub-Adviser Assets”) subject to the supervision of the Manager and the Board of Directors of the Fund and subject to the terms of this Agreement; and the Sub-Adviser hereby accepts such appointment. In such capacity, the Sub-Adviser shall be responsible for the investment management of the Sub-Adviser Assets. It is recognized that the Sub-Adviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Manager and the Fund cannot object to such activities.
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Duties of Sub-Adviser. |
(a) Sub-Advisory Services. The Sub-Adviser is hereby authorized and directed and hereby agrees, subject to the stated investment objective, policies, limitations and restrictions of the Fund as set forth in the Fund’s prospectus and statement of additional information as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the “Registration Statement”) and shareholder reports and subject to the directions of the Manager and the Fund’s Board of Directors, to monitor on a continuous basis the performance of the Sub-Adviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Sub-Adviser Assets. The Manager agrees to provide the Sub-Adviser with such assistance as may be reasonably requested by the Sub-Adviser in connection with the Sub-Adviser’s activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund or the Fund’s affairs.
(b) Compliance with Applicable Laws, Governing Documents and Fund Compliance Procedures. In the performance of its services under this Agreement, the Sub-Adviser shall act in conformity with: (i) the Fund’s Registration Statement and investment objective, policies, limitations and restrictions; (ii) the Fund’s Articles of Incorporation and By-Laws as currently in effect and, as soon as practical after the Fund or the Manager notifies the Sub-Adviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Articles” and “By-Laws,” respectively); (iii) the policies and procedures for compliance by the Fund with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) provided to the Sub-Adviser (together, the “Fund Compliance Procedures”); and (iv) with the instructions and directions received in writing from the Manager or the Directors of the Fund. The Sub-Adviser in performing its services under this Agreement will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Manager promptly shall notify the Sub-Adviser as to any act or omission of the Sub-Adviser hereunder that the Manager reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Fund’s Articles and By-Laws, the Registration Statement and Fund Compliance Procedures, the instructions and directions received in writing from the Manager or the Directors of the Fund or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Manager shall remain responsible for ensuring the Fund’s overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Sub-Adviser is only obligated to comply with this subsection (b) with respect to the Sub-Adviser Assets. The Manager will promptly provide the Sub-Adviser with a copy of the minutes of the meetings or resolutions of the Board of Directors of the Fund to the extent they may affect the Fund or the services of the Sub-Adviser, copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement.
Quarterly and annual tax compliance tests are performed to ensure that the Fund is in compliance with Subchapter M and Section 817(h) of the Code. In connection with such compliance tests, the Manager shall inform the Sub-Adviser at least ten (10) business days prior to a calendar quarter end if the Sub-Adviser Assets are out of compliance with the diversification requirements under either Subchapter M or Section 817(h). If the Manager notifies the Sub-Adviser that the Sub-Adviser Assets are not in compliance with such requirements noted above, the Sub-Adviser will take prompt action to bring the Sub-Adviser Assets back into compliance within the time permitted under the Code thereunder.
The Manager will provide the Sub-Adviser with reasonable advance notice of any change in the Fund’s investment objectives, policies, limitations and restrictions, and the Sub-Adviser shall, in the performance of its duties and obligations under this Agreement, manage the Sub-Adviser Assets consistent with such changes, as soon as practical after the Fund or the Manager notifies the Sub-Adviser thereof and provided that the Sub-Adviser has received prompt notice of the effectiveness of such changes from the Fund or the Manager. In addition to such notice, the Manager shall provide to the Sub-Adviser a copy of the document(s) reflecting such changes. The Manager acknowledges that the Fund will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Sub-Adviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Sub-Adviser to the Fund or to the Manager specifically for inclusion in such materials. The Sub-Adviser hereby agrees to provide to the Manager in a timely manner such information relating to the Sub-Adviser and its relationship to, and actions for, the Fund as may be required by the Fund or the Manager.
In order to assist the Fund and the Fund’s Chief Compliance Officer (the “Fund CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Adviser shall provide to the Fund CCO: (i) direct access to the Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”), as reasonably requested by the Fund CCO; (ii) quarterly reports confirming that the Sub-Adviser has complied with the Fund Compliance Procedures in managing the Sub-Adviser Assets; and (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Fund Compliance Procedures that related to the Sub-Adviser’s management of the Sub-Adviser Assets. In addition, the Sub-Adviser will provide sub-certifications, upon request, with respect to Forms N-CSR and N-Q filings for the Fund.
(c) Sub-Adviser Compliance Policies and Procedures. The Sub-Adviser shall promptly provide the Fund CCO with copies of: (i) the Sub-Adviser’s policies and procedures for compliance by the Sub-Adviser with the Federal Securities Laws (together, the “Sub-Adviser Compliance Procedures”), and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully with the Fund CCO so as to facilitate the Fund CCO’s performance of the Fund CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Fund’s Board of Directors on the operation of the Sub-Adviser Compliance Procedures, and shall promptly report to the Fund CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Sub-Adviser Assets. The Sub-Adviser shall provide to the Fund CCO: (i) quarterly reports confirming the Sub-Adviser’s compliance with the Sub-Adviser Compliance Procedures in managing the Sub-Adviser Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Sub-Adviser Assets. At least annually, the Sub-Adviser shall provide a certification to the Fund CCO to the effect that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the Federal Securities Laws.
(d) Voting of Proxies. The Manager hereby delegates to the Sub-Adviser the Manager’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Sub-Adviser Assets and authorizes the Sub-Adviser to delegate further such discretionary authority to a designee identified in a notice given to the Fund and the Manager. The Sub-Adviser, including without limitation its designee, shall have the power to vote, either in person or by proxy, all securities in which the Sub-Adviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Manager or the Fund or take any action with respect thereto. If both the Sub-Adviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Sub-Adviser and such other entity will each have the power to vote its pro rata share of the Fund’s security.
The Sub-Adviser has established a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Sub-Adviser has provided the Manager a copy of such procedure and has established a process for the timely distribution of the Sub-Adviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information Form N-PX under the 1940 Act, Form N-Q under the 1940 Act, and Form N-CSR under the 1940 Act, respectively.
(e) Agent. Subject to any other written instructions of the Manager or the Fund, the Sub-Adviser is hereby appointed the Manager’s and the Fund’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Sub-Adviser Assets. The Sub-Adviser agrees to provide the Manager and the Fund with copies of any such agreements executed on behalf of the Manager or the Fund.
(f) Brokerage. The Sub-Adviser is authorized, subject to the supervision of the Manager and the plenary authority of the Fund’s Board of Directors, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Sub-Adviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Sub-Adviser) or dealers (collectively “Brokers”) as the Sub-Adviser may elect and negotiate commissions to be paid on such transactions. The Sub-Adviser, however, is not required to obtain the consent of the Manager or the Fund’s Board of Directors prior to establishing any such brokerage account. The Sub-Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund’s account with Brokers selected by the Sub-Adviser. In the selection of such Brokers and the placing of such orders, the Sub-Adviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Fund nor the Manager shall instruct the Sub-Adviser to place orders with any particular Broker(s) with respect to the Sub-Adviser Assets. Subject to such policies as the Directors may determine, or as may be mutually agreed to by the Manager and the Sub-Adviser, the Sub-Adviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (the “1934 Act”)) to the Sub-Adviser an amount of commission for effecting a Sub-Adviser Assets’ investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion and that the total commissions paid by the Fund with respect to Sub-Adviser Assets will be reasonable in relation to the benefits to the Fund in the long term.
It is recognized that the services provided by such Brokers may be useful to the Sub-Adviser in connection with the Sub-Adviser’s services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Sub-Adviser Assets as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, and subject to any applicable procedures adopted by the Board of Directors, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Sub-Adviser Assets.
(g) Securities Transactions. The Sub-Adviser and any affiliated person of the Sub-Adviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Sub-Adviser or any affiliated person of the Sub-Adviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.
The Sub-Adviser acknowledges that the Manager and the Fund may rely on Rule 17a-7, Rule 17a-10,Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser hereby agrees that it shall not consult with any other subadviser to the Fund with respect to transactions in securities for the Sub-Adviser Assets or any other transactions of Fund assets.
The Sub-Adviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. Every quarter, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Manager that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Sub-Adviser Assets or (ii) identifying any violations which have occurred with respect to the Sub-Adviser Assets. The Sub-Adviser will have also submitted its Code of Ethics for its initial approval by the Board of Directors no later than the date of execution of this agreement and subsequently within six months of any material change thereto.
(h) Books and Records. The Sub-Adviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Sub-Adviser Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund (except that the Sub-Adviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files). The Fund’s Records shall be available to the Manager or the Fund at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Manager during any day that the Fund is open for business as set forth in the Registration Statement.
(i) Information Concerning Sub-Adviser Assets and Sub-Adviser. From time to time as the Manager or the Fund reasonably may request in good faith, the Sub-Adviser will furnish the requesting party reports on portfolio transactions and reports on the Sub-Adviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Sub-Adviser will also inform the Manager prior to any such change of material changes in portfolio managers responsible for Sub-Adviser Assets, any changes in the ownership or management of the Sub-Adviser, or of material changes in the control of the Sub-Adviser. Upon the Fund’s or the Manager’s reasonable request, the Sub-Adviser will make available its officers and employees to meet with the Fund’s Board of Directors to review the Sub-Adviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person.
Subject to the other provisions of this Agreement, the Sub-Adviser will also provide such information or perform such additional acts with respect to the Sub-Adviser Assets as are reasonably required for the Fund or the Manager to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act of 1933, as amended, and any rule or regulation thereunder.
(j) Custody Arrangements. The Fund or the Manager shall notify the Sub-Adviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Sub-Adviser Assets and shall give the Sub-Adviser written notice of any changes in such custodian banks or custody arrangements. The Sub-Adviser shall on each business day provide the Manager and the Fund’s custodian such information as the Manager and the Fund’s custodian may reasonably request in good faith relating to all transactions concerning the Sub-Adviser Assets. The Fund shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Sub-Adviser with respect to the Sub-Adviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Sub-Adviser with all operational information necessary for the Sub-Adviser to trade the Sub-Adviser Assets on behalf of the Fund. The Sub-Adviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Sub-Adviser properly authorized (pursuant to written instruction by the Manager) to give such instructions.
(k) Valuation of Sub-Adviser Assets. The Sub-Adviser agrees to monitor the Sub-Adviser Assets and to notify the Manager or its designee on any day that the Sub-Adviser determines that a significant event has occurred with respect to one or more securities held in the Sub-Adviser Assets. As requested by the Manager or the Fund’s Valuation Committee, the Sub-Adviser hereby agrees to provide additional assistance to the Valuation Committee of the Fund, the Manager and the Fund’s pricing agents in valuing Sub-Adviser Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Manager. The Sub-Adviser agrees that it will act, at all times, in accordance with the Fund’s Valuation Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Fund’s Valuation Procedures as reasonably may be requested, from time to time, by the Manager or the Fund. The Sub-Adviser agrees that it will regularly reconcile its portfolio holdings list for the Fund against the portfolio holdings list provided by the Fund’s service providers and alert the Manager in the event that the Sub-Adviser’s list does not match the list provided by the Fund’s service providers.
The Sub-Adviser also will provide such information or perform such additional acts as are customarily performed by a Sub-Adviser and may be required for a Fund or the Manager to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act, and any rule or regulation thereunder.
3. Independent Contractor. In the performance of its services hereunder, the Sub-Adviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Fund or the Manager in any way or otherwise be deemed an agent of the Fund, the Fund or the Manager.
4. Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses and overhead incurred by it in connection with its activities under this Agreement. The Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Sub-Adviser shall not be responsible for the Fund’s or the Manager’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Sub-Adviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Sub-Adviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Sub-Adviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Registration Statements, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Directors; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses of the Fund. The Fund or the Manager, as the case may be, shall reimburse the Sub-Adviser for any expenses of the Fund or the Manager as may be reasonably incurred by such Sub-Adviser on behalf of the Fund or the Manager. The Sub-Adviser shall keep and supply to the Fund and the Manager reasonable records of all such expenses.
5. Compensation. For services provided pursuant to this Agreement, the Sub-Adviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed weekly and paid no later than the twentieth (20th) business day following the end of each month, from the Manager, calculated at an annual rate based on the Sub-Adviser Assets’ average weekly Managed Assets.
For purposes of this calculation, “Managed Assets” shall mean total Sub-Adviser Assets, e.g. amount of net assets of the Fund plus the amount of any borrowings on such amount for investment purposes which are allocated to the Sub-Adviser for management. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.
6. Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Manager and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Advisers Act;
(b) The Sub-Adviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with the Commodity Futures Trading Commission (the “CFTC”), or is not required to file such registration;
(c) The Sub-Adviser is a corporation duly organized and operating under the laws of the United Kingdom with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(e) The Form ADV of the Sub-Adviser provided to the Manager and the Fund is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Manager, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Manager. The Manager represents and warrants to the Sub-Adviser as follows:
(a) The Manager is registered as an investment adviser under the Advisers Act;
(b) The Manager is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with the Commodity Futures Trading Commission (the “CFTC”), or is not required to file such registration;;
(c) The Manager is a company duly organized and validly existing under the laws of Singapore with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Manager’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager;
(e) The Form ADV of the Manager provided to the Sub-Adviser and the Fund is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Manager, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(f) The Manager acknowledges that it received a copy of the Sub-Adviser’s Form ADV prior to the execution of this Agreement; and
(g) The Manager and the Fund have duly entered into the IMA pursuant to which the Manager may, at its expense, employ, consult, or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under the IMA.
8. Representations and Warranties of the Fund. The Fund represents and warrants to the Manager and the Sub-Adviser as follows:
(a) The Fund is a corporation duly formed and validly existing under the laws of the State of Maryland with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(b) The Fund is registered as an investment company under the 1940 Act and has elected to qualify and has qualified as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act;
(c) The execution, delivery and performance by the Fund of this Agreement are within the Fund’s powers and have been duly authorized by all necessary action on the part of the Fund and its Board of Directors, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Fund for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Fund of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Fund’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Fund; and
(d) The Fund acknowledges that it received a copy of the Sub-Adviser’s Form ADV prior to the execution of this Agreement.
9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Sub-Adviser, the Manager and the Fund pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material respects.
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10. |
Liability. |
The Sub-Adviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser or a reckless disregard of its duties hereunder, the Sub-Adviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Sub-Adviser (“Controlling Persons”) other than the Manager, if any, shall not be subject to any expenses or liability to the Manager, any other subadviser to the Fund or the Fund or any of its shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Sub-Adviser Assets, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act). The Manager shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager or a reckless disregard of its duties hereunder, the Manager, any of its Affiliates and each of the Manager’s Controlling Persons, if any, shall not be subject to any liability to the Sub-Adviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Sub-Adviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Manager and the Sub-Adviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.
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11. |
Duration and Termination. |
(a) Duration. Unless sooner terminated, this Agreement shall continue until September 30, 2010, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the Fund’s Board of Directors or a vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided further that in either event its continuance also is approved by a majority of the Fund’s Directors who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(b) Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:
(i) By vote of a majority of the Fund’s Board of Directors, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Manager, in each case, upon written notice to the Sub-Adviser;
(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or
(iii) By the Sub-Adviser upon 90 days’ written notice to the Manager and the Fund.
This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the IMA.
12. Duties of the Manager. The Manager shall continue to have responsibility for all services to be provided to the Fund pursuant to the IMA and shall oversee and review the Sub-Adviser’s performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Manager to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.
13. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Fund’s Board of Directors or by a vote of a majority of the outstanding voting securities of the Funds (as required by the 1940 Act), and (b) the vote of a majority of those Directors of the Fund who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
14. Confidentiality. Subject to the duties of the Manager, the Fund and the Sub-Adviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Sub-Adviser, the Manager and the Fund in respect thereof; except to the extent:
(a) Authorized. The Manager or the Fund has authorized such disclosure;
(b) Court or Regulatory Authority. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;
(c) Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;
(d) Already Known. Such information already was known by the party prior to the date hereof;
(e) Received From Third Party. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or
(f) Independently Developed. The party independently developed such information.
15. Notice. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:
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(a) |
If to the Sub-Adviser: |
Aberdeen Asset Management Investment Services Limited
One Bow Churchyard
Cheapside
London, United Kingdom
EC4M 9HH
Attention: Legal Department
Facsimile: 44-207-463-6001
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(b) |
If to the Manager: |
Aberdeen Asset Management Asia Limited
21 Church Street
#01-01 Capital Square Two
Singapore, 049480
Attention: Legal Department
Facsimile: 65-65381002
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(c) |
If to the Fund: |
Aberdeen Global Income Fund, Inc.
c/o Aberdeen Asset Management Inc., Administrator
5 Tower Bridge
300 Barr Harbor Drive
West Conshohocken, PA 19428
Attention: Legal Department
Facsimile: (866) 394-4146
16. Jurisdiction. This Agreement shall be governed by and construed in accordance with substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall prevail.
17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.
18. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and “assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.
19. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
20. Severability. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.
21. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
FUND:
ABERDEEN GLOBAL INCOME FUND, INC.
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By: |
/s/ Jennifer A. Nichols |
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Name: |
Jennifer A. Nichols |
Title: Vice President
MANAGER:
ABERDEEN ASSET MANAGEMENT ASIA LIMITED
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By: |
/s/ Hugh Young |
/s/ Chong Yoon Chou |
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Name: |
Hugh Young |
Chong Yoon Chou |
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Title: Managing Director |
Director |
SUBADVISER:
ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED
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By: |
/s/ Gary Marshall |
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Name: |
Gary Marshall |
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Title: |
Director |
EXHIBIT A
FEES
SUB-ADVISORY AGREEMENT AMONG
ABERDEEN GLOBAL INCOME FUND, INC., ABERDEEN ASSET MANAGEMENT ASIA LIMITED AND ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED
For management services provided under this Sub-Advisory Agreement, the Sub-Adviser will receive an annual fee paid monthly based on average weekly Managed Assets of the Fund allocated to it according to the following schedule:
0.17% on first $200 million;
0.16% between $200 million and up to $500 million; and
0.15% in excess of $500 million
Exhibit (k)(15)
EXECUTION COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AND
AMENDMENT NO. 1 TO SECURITY AGREEMENT
AMENDMENT NO. 2, dated as of March 5, 2009, to the Credit Agreement, dated as of March 7, 2008, between Aberdeen Global Income Fund, Inc., a Maryland corporation (the “Borrower”), and The Bank of Nova Scotia (the “Bank”), as amended by Amendment No. 1, dated as of October 22, 2008 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), and AMENDMENT NO. 1 (together with Amendment No. 2 to the Credit Agreement, this “Amendment”), dated as of March 5, 2009, to the Security Agreement, dated as of March 7, 2008, between the Borrower and the Bank.
RECITALS
I. Capitalized terms used herein and not herein defined shall have the respective meanings ascribed thereto in the Credit Agreement.
II. The Borrower has requested an amendment to the Credit Agreement to, among other things, extend the term thereof and the Bank is willing to agree thereto subject to the terms and conditions hereof.
Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Each of the defined terms “Alternate Base Rate”, “Applicable Rate”, “Illiquid Investment”, “Investment Limitation Default”, “Minimum NAV” and “Scheduled Commitment Termination Date” contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Alternate Base Rate” means, as of any day, a fluctuating rate of interest per annum equal to the highest of the following: (i) the Prime Rate, (ii) 2.00% plus the Federal Funds Effective Rate, (iii) 2.00% plus the overnight Libor rate (as determined by the Bank), and (iv) 7.00%.
“Applicable Rate” means, with respect to each (a) ABR Loan, the Alternate Base Rate plus 1.00%, (b) LIBOR Loan, the Adjusted LIBO Rate plus 2.00%, (c) Canadian Dollar Loan, the Canadian Base Rate plus 1.00%, (d) Bankers’ Acceptance, 2.00% and (e) Alternate Currency Loan, the Adjusted Alternate Currency Rate plus 2.00%.
“Illiquid Investment” means, as of any date, any Investment:
(a)(i)(1) for which there is no established public or private institutional trading market, (2) which, by its terms, prohibits the
sale, assignment or other transfer thereof, or (3) which is otherwise subject to any material condition to or restriction on the ability of the Borrower or any assignee to sell, assign or otherwise transfer such Investment, and (ii) as a result of any one or more of the matters referred to in clause (i) above, it is not reasonable to expect that such Investment could sold within seven (7) days of such date in the ordinary course of business at a price approximating the value of such Investment on such date (subject only to fluctuations in the market price therefor), or
(b) classified as “illiquid” by the Borrower or the Investment Adviser.
“Investment Limitation Default” means, as of any date:
(i) the aggregate value of all Equity Investments of the Borrower exceeds 20% of Total Net Assets;
(ii) the aggregate value of all Investments of the Borrower issued by any single issuer (other than Governmental Issuers) exceeds 5% of Total Net Assets;
(iii) the aggregate value of all Investments of the Borrower issued by Governmental Issuers (other than the United States of America, an Approved Country or a Developed Market Country) of any one nation exceeds 10% of Total Net Assets;
(iv) the aggregate value of all Investments of the Borrower in any single industry (excluding Investments issued by a Governmental Issuer) exceeds 25% of Total Net Assets;
(v) the aggregate value of all Distressed Investments of the Borrower exceeds 10% of Total Net Assets;
(vi) the aggregate value of all Investments of the Borrower that are Unrated Investments exceeds 10% of Total Net Assets;
(vii) the aggregate value of all Illiquid Investments of the Borrower exceeds 10% of Total Net Assets;
(viii) the sum of the value of (1) all Distressed Investments, plus (2) all Illiquid Investments, plus (3) all Unrated Investments, exceeds 25% of Total Net Assets;
(ix) the Borrower shall make or maintain any Investment in any Asset-backed Security;
(x) the sum of the value of all Investments of the Borrower denominated in the official currency of any Approved Country exceeds 30% of Total Net Assets;
(xi) the sum of the value of all Investments of the Borrower issued by Persons organized under the laws of any Approved Country exceeds 30% of Total Net Assets;
(xii) the sum of the value of all Investments of the Borrower denominated in the official currency of any Developed Market Country exceeds 20% of Total Net Assets;
(xiii) the sum of the value of all Investments of the Borrower issued by Persons organized under the laws of any Developed Market Country exceeds 20% of Total Net Assets;
(xiv) the sum of the value of all Investments of the Borrower denominated in the official currency of the Federative Republic of Brazil exceeds 10% of Total Net Assets;
(xv) the sum of the value of all Investments of the Borrower issued by Persons organized under the laws of the Federative Republic of Brazil exceeds 10% of Total Net Assets;
(xvi) the sum of the value of all Investments of the Borrower denominated in the official currency of any Other Country (other than the Federative Republic of Brazil) exceeds 5% of Total Net Assets;
(xvii) the sum of the value of all Investments of the Borrower issued by Persons organized under the laws of any Other Country (other than the Federative Republic of Brazil), exceeds 5% of Total Net Assets;
(xviii) the sum of the value of all Investments of the Borrower denominated in the currency or currencies of one or more Other Countries, exceeds 35% of Total Net Assets;
(xix) the sum of the value of all Investments of the Borrower issued by one or more Persons organized under the laws of one or more Other Countries, exceeds 35% of Total Net Assets;
(xx) the Borrower makes or maintains an Equity Investment that is not traded on a recognized public securities exchange; or
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(xxi) |
the Borrower makes or maintains any Investment |
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issued by a Governmental Issuer other than a nation or any state or province thereof.
“Minimum NAV” means (i) except as otherwise provided in clause (ii) below, $60,000,000; and (ii) notwithstanding anything to the contrary in clause (i) above, if at any time after March 5, 2009, Net Asset Value shall equal or exceed $100,000,000, at all times thereafter Minimum NAV shall be $75,000,000, and if at any time after March 5, 2009, Net Asset Value shall equal or exceed $120,000,000, at all times thereafter Minimum NAV shall be $90,000,000.
“Scheduled Commitment Termination Date” means March 4, 2010.
2. Section 1.1 of the Credit Agreement is hereby amended by adding the following defined term thereto in appropriate alphabetic order:
“Approved Country” means the Commonwealth of Australia, Canada, the United Kingdom or New Zealand.
“Asset-backed Security” means a type of bond or note that is based on one or more pools of assets, or collateralized by the cash flows from one or more pools of underlying assets, and includes collateralized bond obligations, collateralized loan obligations and collateralized mortgage obligations, but excluding U.S. Government Securities.
“Developed Market Country” means Japan, Singapore, Austria, Belgium, Finland, France, Germany, Greece, the Hong Kong Special Administrative Region, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Denmark, Norway, Poland, Sweden, and Switzerland.
“Distressed Investment” means any (a) Investment (i) an obligor or issuer of which is the subject of a bankruptcy, insolvency, liquidation or other similar proceeding, (ii) which, if a debt investment or preferred equity investment, is in default beyond the applicable grace period, if any, as to payment of any principal, interest, dividend or distribution, (iii) that is a debt investment that has a Distressed Rating, (iv) which is otherwise classified by the Borrower or its Investment Adviser (or any sub-adviser) as “distressed” or “non-performing”, or (v) in respect of which, if it is a debt Investment, there is a default or a breach of a material provision under the related indenture, loan documents or other governing agreements or a “default” or “event of default” has occurred and is continuing under the related indenture, loan documents or other governing agreements, in each case beyond any applicable grace period, or (b) Derivative one or more of the counterparties in respect of which (i) is
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the subject of a bankruptcy, insolvency, liquidation or other similar proceeding, (ii) is in default beyond the original applicable grace period, if any, with respect to any payment thereunder, (iii) has a short-term unsecured, non-credit enhanced issuer debt rating of equivalent to a Distressed Rating, or (iv) which is in default or a breach of a material provision under the related Derivative Agreement or other governing agreements or a “default” or “event of default” has occurred and is continuing under the related Derivative Agreement or other governing agreements, in each case beyond any applicable grace period.
“Distressed Rating” means, with respect to any debt investment or credit worthiness of an issuer, such investment or issuer (as the case may be) is (a) rated below B- by S&P (or the equivalent rating of another independent rating agency (other than Moody’s) if not so rated by S&P) or below B3 by Moody’s (or the equivalent rating of another independent rating agency (other than S&P) if not so rated by Moody’s), or (b) if clause (a) does not apply, is reasonably equivalent or of similar quality, as reasonably determined pursuant to any policy of the Investment Adviser, to any debt investment or issuer that is so rated.
“Eligible Counterparty” means any Person having a long-term unsecured, unenhanced issuer debt rating of at least A- by S&P and at least A3 by Moody’s.
“Equity Investment” means an Investment in an equity interest in an entity whether or not certificated and whether such equity interest is expressed by shares, membership interests, partnership interests or otherwise.
“Fitch” means Fitch Ratings Ltd.
“Governmental Issuer” means any issuer that is the government of (a) the United States of America or any other nation, or (b) any political subdivision of any nation, whether state or local.
“Investment Contract” means any (i) repurchase, reverse repurchase or securities lending agreement, (ii) option contract, futures contract, forward contract, (iii) contract for the delayed delivery of securities, (iv) Hedging Agreement, or (v) Derivative.
“Moody’s” means Moody’s Investors Service, Inc.
“Other Country” any nation other than the United States of America, an Approved Country or a Developed Market Country.
“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.
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“Unrated Investments” means any debt security or preferred Investment that is not publicly rated by S&P, Moody’s or Fitch.
“U.S. Government Securities” means securities that are direct obligations of, or obligations the timely payment of principal and interest on which is fully guaranteed by the government of the United States of America, or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America.
3. Section 3.2 of the Credit Agreement is hereby amended by deleting the figure “0.15%” contained therein and replacing it with “0.50%”.
4. Section 6.1(d) of the Credit Agreement is hereby amended by deleting the phrase “15 days” and inserting in its place the phrase “10 days”.
5. Section 7.2(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(e) Liens in respect of obligations arising from any Investment Contract, provided that each such obligation is incurred in the ordinary course of business and in accordance with the Fundamental Policies;
6. Section 7.8(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(b) The Borrower will not enter into or otherwise acquire or hold any Derivative except to mitigate a risk to which the Borrower is subject, provided that, notwithstanding anything to the contrary herein contained, in no event shall the Borrower enter into or otherwise acquire or hold any Derivative for the purpose of creating leverage.
7. Section 7.8 of the Credit Agreement is hereby amended by adding the following new paragraph to the end thereof as follows:
(e) The Borrower will not enter into or otherwise be or remain subject to any Investment Contract unless (i) each of the other counterparties to such Investment Contract is an Eligible Counterparty, and (ii) all collateral or other assets received or receivable by the Borrower thereunder or in connection therewith are in the form of cash (in the official currency of the United States of America) or short-term U.S. Government Securities.
8. Section 8.1(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 2.9, 6.1(a), 6.1(b), 6.1(c), 6.1(d),
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6.3, 6.8 or 6.9 or in Article 7;
9. Section 9.4 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:
Notwithstanding anything to the contrary herein contained, the Bank may at any time pledge or assign a security interest in all or any portion of its rights under the Loan Documents to secure obligations of the Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Bank from any of its obligations hereunder or substitute any such pledgee or assignee for the Bank as a party hereto.
10. Section 5 of the Security Agreement is hereby amended by (a) inserting the phrase “; Power of Attorney” immediately after the word “Distributions” contained in the heading thereof and (b) inserting the following subsections (c), (d) and (e) after subsection (b) thereof:
(c) The Borrower irrevocably authorizes the Bank at any time and from time to time in the sole discretion of the Bank and appoints the Bank as its attorney in fact (i) to execute on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Bank’s sole discretion to perfect and to maintain the perfection and priority of the Bank’s security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Bank in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Bank’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral or with securities intermediaries holding Collateral as may be necessary or advisable to give the Bank “control” (within the meaning of the UCC) over such Collateral, (v) to apply the proceeds of any Collateral received by the Bank to the Obligations, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact “account debtors” (within the meaning of the UCC) for any reason, (viii) to demand payment or enforce payment of all Collateral in the name of the Bank or the Borrower and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Collateral, (ix) to exercise all of the Borrower’s rights and remedies with respect to the collection of the Collateral, (x) to settle, adjust, compromise, extend or renew any Collateral, (xi) to settle, adjust or compromise any legal proceedings brought to collect on any Collateral, (xii) to prepare, file and sign the Borrower’s name on a proof of claim in bankruptcy or similar document against any account debtor of the Borrower, (xiii) to prepare, file and sign the Borrower’s
name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral, (xiv) to change the address for delivery of mail addressed to the Borrower to such address as the Bank may designate and to receive, open and dispose of all mail addressed to the Borrower, and (xv) to do all other acts and things necessary to carry out this Security Agreement; and the Borrower agrees to reimburse the Bank on demand for any payment made or any expense incurred by the Bank in connection with any of the foregoing; provided that, this authorization shall not relieve the Borrower of any of its obligations under this Security Agreement or under the Credit Agreement. All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Bank under this Section 5 are solely to protect the Bank’s interests in the Collateral and shall not impose any duty upon the Bank to exercise any such powers. The Bank agrees that, except for the powers granted in Section 5(c)(i), (iii), (iv), and (vi), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing; provided that the foregoing shall not be deemed to restrict the power or authority granted to the Bank pursuant to Section 6.
(d) The Borrower hereby irrevocably constitutes and appoints the Bank as its proxy and attorney-in-fact (as set forth in this Section 5) with respect to the Collateral, including the right to vote Collateral, with full power of substitution to do so. In addition to the right to vote any Collateral, the appointment of the Bank as proxy and attorney-in-fact shall, subject to subsections (a) and (b) above, include the right to exercise all other rights, powers, privileges and remedies to which a holder of Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Collateral on the record books of the issuer thereof) by any Person (including the issuer of such Collateral or any officer or agent thereof), solely upon the occurrence and during the continuance of an Event of Default.
(e) The appointment of the Bank as proxy and attorney-in-fact in this Section 5 is coupled with an interest and shall be irrevocable until the date on which this Security Agreement is terminated in accordance with the terms hereof. Notwithstanding anything contained herein, neither the Bank nor any Related Party thereof shall have any duty to exercise any right or power granted hereunder or otherwise or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so, except in respect of damages attributable solely to their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction; provided that, in no event shall they be liable for any punitive, exemplary, indirect or consequential damages.
11. Exhibit F of the Credit Agreement is hereby amended and restated in the form of Exhibit F hereto.
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12. Paragraphs 1 – 11 of this Amendment shall not be effective until each of the following conditions is satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Amendment Effective Date”):
(i) the Bank shall have received from the Borrower either (a) a counterpart of this Amendment executed on behalf of the Borrower or (b) written evidence satisfactory to the Bank (which may include telecopy transmission of a signed signature page of this Amendment) that the Borrower has executed a counterpart of this Amendment;
(ii) the Bank shall have received a certificate from the Secretary of the Borrower, in all respects satisfactory to the Bank, (a) certifying as to the incumbency of authorized persons of the Borrower executing this Amendment, (b) attaching true, complete and correct copies of the resolutions duly adopted by the board of directors of the Borrower approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof, and (c) certifying that the Borrower’s Organization Documents have not been amended, supplemented or otherwise modified since March 7, 2008 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification;
(iii) the Bank shall have received written opinions from counsel to the Borrower in form and substance acceptable to the Bank;
(iv) the Bank shall have received an upfront fee in the amount of $100,000;
(v) the Bank shall have received an administrative fee in the amount of $50,000; and
(vi) the Borrower shall have paid all reasonable out-of-pocket fees and expenses incurred by the Bank (including, without limitation, legal fees and disbursements of counsel to the Bank) in connection herewith.
13. The Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document and all of its obligations thereunder, (b) agrees and admits that it has no defense to or offset against any such obligation, and (c) represents and warrants that, as of the date of execution and delivery hereof by the Borrower, no Default has occurred and is continuing.
14. In all other respects, the Loan Documents shall remain in full force and effect, and no amendment in respect of any term or condition of any Loan Document shall be deemed to be an amendment in respect of any other term or condition contained in any Loan Document.
15. This Amendment may be executed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than
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one counterpart signed by the party to be charged.
16. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the Credit Agreement and Amendment No. 1 to the Security Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
ABERDEEN GLOBAL INCOME FUND, INC.
By: /s/ Timothy P. Sullivan
Name: Timothy P. Sullivan
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ David L. Mahmood
Name: David L. Mahmood
Title: Managing Director
Exhibit (k)(16)
AMENDMENT TO THE SUB-ADMINISTRATION AGREEMENT
WHEREAS, Aberdeen Asset Management, Inc., ("AAM"), and Princeton Administrators, LLC ("Princeton" or the "Sub-administrator") have entered into a Sub-Administration Agreement, dated September 30, 2004;
WHEREAS, the parties hereto desire to amend the Agreement pursuant to Article 6 of the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement to amend certain provisions as set forth below.
NOW, THEREFORE, AAM and the Sub-administrator hereby amend the Agreement as follows:
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I. |
Article 1 of the Agreement is amended to add the following new subsection (v): |
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1. |
Duties of the Sub-administrator. |
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(v) |
Prospectus Compliance Services. The Sub-administrator shall provide periodic testing of the portfolios to assist AAM in complying with Internal Revenue Code mandatory qualification requirements, the requirements of the Investment Company Act of 1940, as amended and Fund prospectus limitations as may be mutually agreed upon, in each case, subject to the control, supervision and direction of the AAM and the review and comment by independent registered public accountants and legal counsel and in accordance with procedures which may be established from time to time between AAM and the Sub- Administrator. |
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II. |
Article 2 of the Agreement is amended to add the following: |
Prospectus Compliance Services
The sub-administrator will receive an additional annual fee of $105,000 for compliance services rendered to AAM on behalf of the Fund complex.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of this 30th day of November, 2006.
ABERDEEN ASSET MANAGEMENT, INC.
By /s/ Christian Pittard
Name: Christian Pittard
Title: Director
PRINCETON ADMINISTRATORS, LLC
By /s/ Donald C. Burke
Name: Donald C. Burke
Title: Managing Director
DECHERT LLP
1775 I STREET, NW
WASHINGTON, DC 20006
TELEPHONE: (202) 261-3300
FAX: (202) 261-3333
June 23, 2009
VIA EDGAR
U.S. Securities and Exchange Commission
Attn: Filing Desk
100 F Street, NE
Washington, DC 20549
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Re: |
Aberdeen Global Income Fund, Inc. (the “Fund”) |
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File No. 811-06342 |
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Amendment to Registration Statement Exhibits |
Ladies and Gentlemen:
On behalf of the Fund, attached for filing via the EDGAR System pursuant to Section 8 of the Investment Company Act of 1940, as amended (“1940 Act”), is Amendment No. 11 to the Fund’s Registration Statement under the 1940 Act (“Registration Statement”). This filing amends the Registration Statement to include 3 additional exhibits.
No fee is required in connection with this filing. Please direct any questions concerning this filing to Victoria M. Szybillo at 202-261-3463 or Sander M. Bieber at 202-261-3308.
Very truly yours,
/s/ Victoria M. Szybillo
Victoria M. Szybillo