
[Federal Register Volume 76, Number 188 (Wednesday, September 28, 2011)]
[Notices]
[Pages 60100-60101]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-24869]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29817; 812-13944]


The Singapore Fund, Inc.; Notice of Application

September 22, 2011.
AGENCY: Securities and Exchange Commission (``Commission'').

Applicant: The Singapore Fund, Inc. (the ``Fund'').

ACTION: Notice of application for an order under section 17(b) of the 
Investment Company Act of 1940 (the ``Act'') for an exemption from 
section 17(a) of the Act.

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SUMMARY: Summary of Application: Applicant seeks an order that would 
permit in-kind repurchases of shares of the Fund held by certain 
affiliated shareholders of the Fund.

DATES: Filing Dates: The application was filed on August 22, 2011, and 
amended on September 21, 2011.

Hearing or Notification of Hearing:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on October 17, 2011, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090. Applicant, c/o Daiwa Securities Trust 
Company, One Evertrust Plaza, 9th Floor, Jersey City, NJ 07302-3051.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel, at 
(202) 551-6876, or Dalia Osman Blass, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicant's Representations

    1. The Fund, a Maryland corporation, is registered under the Act as 
a closed-end management investment company. Applicant's investment 
objective is to seek long-term capital appreciation through investment 
primarily in Singapore equity securities. Applicant states that under 
normal circumstances it invests at least 80% of its net assets in 
Singapore equity securities.\1\ Shares of the Fund are listed and trade 
on the New York Stock Exchange. Aberdeen Asset Management Asia Limited 
(the ``Adviser''), an investment adviser registered under the 
Investment Advisers Act of 1940, serves as the investment adviser to 
the Fund.
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    \1\ Applicant states that as of July 31, 2011, approximately 
94.72% of applicant's net assets were invested in Singapore equity 
securities. The Singapore Stock Exchange is the primary trading 
market for the Singapore equity securities held by applicant. As of 
July 31, 2011, approximately 0.99% of applicant's net assets were 
invested in Malaysian equity securities, however applicant has 
subsequently disposed of its Malaysian holdings. The balance of 
applicant's net assets were in the form of time deposits and other 
cash equivalents. The Fund held no preferred securities, warrants or 
convertible debt securities of Singapore issuers as of that date.
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    2. The Fund proposes to conduct a tender offer for up to 25% of its 
outstanding shares at a price equal to 99% of net asset value per share 
(``NAV'') as of the business day immediately after the day such tender 
offer expires (the ``In-Kind Repurchase Offer''). Payment for any 
shares repurchased during the In-Kind Repurchase Offer would be made 
in-kind through a pro rata distribution of the Fund's portfolio 
securities (with exceptions generally for odd lots, fractional shares, 
and cash items). The In-Kind Repurchase Offer will be made pursuant to 
section 23(c)(2) of the Act and conducted in accordance with rule 13e-4 
under the Securities Exchange Act of 1934.
    3. Applicant states that the In-Kind Repurchase Offer is designed 
to accommodate the needs of stockholders who wish to participate in the 
In-Kind Repurchase Offer and long-term stockholders who would prefer to 
remain invested in a closed-end investment vehicle. Under the In-Kind 
Repurchase Offer, only participating

[[Page 60101]]

stockholders will pay U.S. Federal taxes on the gain on appreciated 
securities distributed in the In-Kind Repurchase Offer. Non-
participating stockholders would avoid the imposition of a significant 
Federal tax liability, which would occur if the Fund sold the 
appreciated securities to make payments in cash. Applicant further 
states that the In-Kind Repurchase Offer will minimize disruption to 
the investment management of applicant, while allowing the Fund to 
avoid a cascade of distributions that would reduce the size of the Fund 
drastically to a point where it could potentially be no longer viable.
    4. Applicant requests relief to permit any common stockholders of 
the Fund who are ``affiliated persons'' of the Fund solely by reason of 
owning, controlling, or holding with the power to vote, 5% or more of 
the Fund's outstanding voting securities (each, an ``Affiliated 
Stockholder'') to participate in the proposed In-Kind Repurchase Offer.

Applicant's Legal Analysis

    1. Section 17(a) of the Act prohibits an affiliated person of a 
registered investment company, or any affiliated person of the person, 
acting as principal, from knowingly purchasing or selling any security 
or other property from or to the company. Section 2(a)(3) of the Act 
defines an ``affiliated person'' of another person to include any 
person who directly or indirectly owns, controls, or holds with power 
to vote 5% or more of the outstanding voting securities of the other 
person. Applicant states that to the extent that the In-Kind Repurchase 
Offer could be deemed the purchase or sale of securities by an 
Affiliated Stockholder, the transactions would be prohibited by section 
17(a). Accordingly, applicant requests an exemption from section 17(a) 
of the Act to the extent necessary to permit the participation of 
Affiliated Stockholders in the In-Kind Repurchase Offer.
    2. Section 17(b) of the Act authorizes the Commission to exempt any 
transaction from the provisions of section 17(a) if the terms of the 
transaction, including the consideration to be paid or received, are 
reasonable and fair and do not involve overreaching on the part of any 
person concerned, and the transaction is consistent with the policy of 
each registered investment company and with the general purposes of the 
Act.
    3. Applicant asserts that the terms of the In-Kind Repurchase Offer 
meet the requirements of sections 17(b) of the Act. Applicant asserts 
that neither the Fund nor an Affiliated Stockholder has any choice as 
to the portfolio securities to be received as proceeds from the In-Kind 
Repurchase Offer. Instead, stockholders will receive their pro rata 
portion of each of the Fund's portfolio securities, excluding (a) 
Securities which, if distributed, would have to be registered under the 
Securities Act of 1933 (``1933 Act''), (b) securities issued by 
entities in countries which restrict or prohibit the holding of 
securities by non-residents other than through qualified investment 
vehicles, or whose distribution would otherwise be contrary to 
applicable local laws, rules or regulations, and (c) certain portfolio 
assets that involve the assumption of contractual obligations, require 
special trading facilities, or may only be traded with the counterparty 
to the transaction. Moreover, applicant states that the portfolio 
securities to be distributed in the In-Kind Repurchase Offer will be 
valued in accordance with section 2(a)(41) of the Act, which will be an 
objective, verifiable standard that removes any discretion of an 
Affiliated Stockholder or the Adviser to conduct the In-Kind Repurchase 
Offer at a price that would be beneficial or detrimental to the 
interests of any particular stockholder. Applicant further states that 
the In-Kind Repurchase Offer is consistent with the investment policies 
of the Fund. Applicant represents that the In-Kind Repurchase Offer is 
consistent with the general purposes of the Act because the interests 
of all stockholders are equally protected and no Affiliated Stockholder 
would receive an advantage or special benefit not available to any 
other stockholder participating in the In-Kind Repurchase Offer.

Applicant's Conditions

    Applicant agrees that any order granting the requested relief will 
be subject to the following conditions:
    1. Applicant will distribute to stockholders participating in the 
In-Kind Repurchase Offer an in-kind pro rata distribution of portfolio 
securities of applicant. The pro rata distribution will not include: 
(a) Securities that, if distributed, would be required to be registered 
under the 1933 Act; (b) securities issued by entities in countries that 
restrict or prohibit the holdings of securities by non-residents other 
than through qualified investment vehicles, or whose distribution would 
otherwise be contrary to applicable local laws, rules or regulations; 
and (c) certain portfolio assets, such as derivative instruments or 
repurchase agreements, that involve the assumption of contractual 
obligations, require special trading facilities, or can only be traded 
with the counterparty to the transaction. Cash will be paid for that 
portion of applicant's assets represented by cash and cash equivalents 
(such as certificates of deposit, commercial paper and repurchase 
agreements) and other assets which are not readily distributable 
(including receivables and prepaid expenses), net of all liabilities 
(including accounts payable). In addition, Applicant will distribute 
cash in lieu of fractional shares and accruals on such securities. 
Applicant may round down or up the proportionate distribution of each 
portfolio security to the nearest round lot amount to eliminate any odd 
lot prior to the distribution and will distribute the value of the 
remaining odd lot, if any, in cash. Applicant may also distribute a 
higher pro rata percentage of other portfolio securities to represent 
such fractional shares and odd lots.
    2. The securities distributed to stockholders pursuant to the In-
Kind Repurchase Offer will be limited to securities that are traded on 
a public securities market or for which quoted bid and asked prices are 
available.
    3. The securities distributed to stockholders pursuant to the In-
Kind Repurchase Offer will be valued in the same manner as they would 
be valued for purposes of computing Applicant's net asset value, 
consistent with the requirements of section 2(a)(41) of the 1940 Act.
    4. Applicant will maintain and preserve for a period of not less 
than six years from the end of the fiscal year in which the In-Kind 
Repurchase Offer occurs, the first two years in an easily accessible 
place, a written record of the In-Kind Repurchase Offer, that includes 
the identity of each stockholder of record that participated in the In-
Kind Repurchase Offer, whether that stockholder was an Affiliated 
Stockholder, a description of each security distributed, the terms of 
the distribution, and the information or materials upon which the 
valuation was made.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-24869 Filed 9-27-11; 8:45 am]
BILLING CODE 8011-01-P


