0001072613-17-000493.txt : 20171005 0001072613-17-000493.hdr.sgml : 20171005 20171005160819 ACCESSION NUMBER: 0001072613-17-000493 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171005 DATE AS OF CHANGE: 20171005 GROUP MEMBERS: CITY OF LONDON INVESTMENT MANAGEMENT CO LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABERDEEN INDONESIA FUND, INC. CENTRAL INDEX KEY: 0000859120 IRS NUMBER: 133558141 STATE OF INCORPORATION: MD FISCAL YEAR END: 0117 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40987 FILM NUMBER: 171124664 BUSINESS ADDRESS: STREET 1: ABERDEEN ASSET MANAGEMENT INC. STREET 2: 1735 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 215-405-5700 MAIL ADDRESS: STREET 1: C/O ABERDEEN ASSET MANAGEMENT INC. STREET 2: 1735 MARKET STREET - 32ND FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: INDONESIA FUND INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITY OF LONDON INVESTMENT GROUP PLC CENTRAL INDEX KEY: 0001018138 IRS NUMBER: 000000000 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 77 GRACECHURCH STREET CITY: LONDON STATE: X0 ZIP: EC3V0AS BUSINESS PHONE: 011441717110771 MAIL ADDRESS: STREET 1: 77 GRACECHURCH STREET CITY: LONDON STATE: X0 ZIP: EC3V0AS FORMER COMPANY: FORMER CONFORMED NAME: OLLIFF & PARTNERS PLC DATE OF NAME CHANGE: 19960705 SC 13D/A 1 abindonesia13d_18111.htm ABERDEEN INDONESIA FUND, INC. -- 13D/A-1 koreaequity13d_17921.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 


Aberdeen Indonesia Fund, Inc.
(Name of Issuer)
 

Common Stock, par value $.01 per share
(Title of Class of Securities)
 
 
00305P106
(CUSIP Number)

 
Barry Olliff
c/o City of London Investment Management Company Limited
77 Gracechurch Street, London, UK EC3V 0AS
+44 207 711 0771
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
October 3, 2017
(Date of Event Which Requires Filing of This Statement)
 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box .

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 

 
 
1
NAMES OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
City of London Investment Group PLC, (CLIG) a company incorporated under the laws of England and Wales.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,530,034
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,530,034
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,530,034
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.1%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
HC
 
 
 
 
 
 

 
1
NAMES OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,530,034
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,530,034
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,530,034
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.1%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IA
 
 
 
 
 

 
Item 1(a).            Name of Issuer:

Aberdeen Indonesia Fund, Inc.
 

Item 1(b).            Address of Issuer’s Principal Executive Offices:
 
The principal executive offices of the Fund are located at:

Aberdeen Indonesia Fund, Inc.
c/o Aberdeen Asset Management Inc.
1735 Market Street, 32nd  Floor
Philadelphia, PA 19103
 
 
Item 2.                 Identity and Background.
 
(a).  This statement is being filed by City of London Investment Group PLC ("CLIG") and City of London Investment Management Company Limited ("CLIM," and together with CLIG, the "Reporting Persons").

(b).  The business address and principal executive offices of CLIG are 77 Gracechurch Street London, EC3V 0AS England.  The directors and executive officers of CLIG, their business addresses and present principal occupation or employment are set forth on Annex A attached to this Schedule 13D.  The business address and principal executive offices of CLIM are 77 Gracechurch Street London, EC3V 0AS England.  The directors and executive officers of CLIM, their business addresses and present principal occupation or employment are set forth on Annex A attached.

(c).  CLIM is primarily an emerging markets fund manager, which specializes in investing in closed-end investment companies and is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.  CLIM is controlled by CLIG.  CLIM is principally engaged in the business of providing investment advisory services to various public and private investment funds, including:
Emerging (BMI) Markets Country Fund ("BMI"), a private investment fund organized as a Delaware business trust;
Emerging Markets Free Fund ("CF"), a private investment fund organized as a Delaware business trust;
Emerging Markets Global Fund ("CG"), a private investment fund organized as a Delaware business trust;
Emerging Markets Investable Fund ("CI"), a private investment fund organized as a Delaware business trust;
Global Emerging Markets Fund ("EUREKA"), a private investment fund organized as a Delaware business trust;
The Emerging World Fund ("EWF"), a Dublin, Ireland-listed open-ended investment company;
Emerging Free Markets Country Fund ("FREE"), a private investment fund organized as a Delaware business trust;
Emerging Markets Country Fund ("GBL"), a private investment fund organized as a Delaware business trust;
Investable Emerging Markets Country Fund ("INV"), a private investment fund organized as a Delaware business trust;
and unaffiliated third-party segregated accounts over which CLIM exercises discretionary voting and investment authority (the "Segregated Accounts").

The Shares to which this Schedule 13D relates are owned directly by the City of London Funds and the Segregated Accounts, collectively "the Funds".

(d).  None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding.

(e).  None of the Reporting Persons has, during the last five years, been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f).  City of London Investment Group PLC, (CLIG) and City of London Investment Management Company Limited (CLIM) are companies incorporated under the laws of England and Wales.
 
 
 

Item 3.                 Source and Amount of Funds or Other Considerations.

Beneficial ownership of the Shares to which this statement relates was acquired by the Reporting Persons with invested capital of the City of London Funds and the Segregated Accounts. The aggregate purchase price of the 3,530,034 Shares beneficially owned by the Reporting Persons was $33,028,603, inclusive of brokerage commissions.
The aggregate purchase price of the 283,708 Shares owned directly by BMI was $3,476,045, inclusive of brokerage commissions.
The aggregate purchase price of the 95,663 Shares owned directly by CF was $841,044, inclusive of brokerage commissions.
The aggregate purchase price of the 272,687 Shares owned directly by CG was $2,336,895, inclusive of brokerage commissions.
The aggregate purchase price of the 216,694 Shares owned directly by CI was $1,883,431, inclusive of brokerage commissions.
The aggregate purchase price of the 251,606 Shares owned directly by EUREKA was $2,566,015, inclusive of brokerage commissions.
The aggregate purchase price of the 129,232 Shares owned directly by EWF was $1,588,371, inclusive of brokerage commissions.
The aggregate purchase price of the 251,807 Shares owned directly by FREE was $1,960,155, inclusive of brokerage commissions.
The aggregate purchase price of the 275,156 Shares owned directly by GBL was $3,001,879, inclusive of brokerage commissions.
The aggregate purchase price of the 45,104 Shares owned directly by INV was $361,321, inclusive of brokerage commissions.
The aggregate purchase price of the 1,708,377 Shares owned directly by the Segregated Accounts was $15,013,446, inclusive of brokerage commissions.
 
 
Item 4.                 Purpose of Transaction.

City of London Investment Management Company Limited and the Fund have entered into a Standstill Agreement, effective October 3, 2017, and terminating on December 31, 2019.  The Standstill Agreement is attached as Exhibit A.
 
 
Item 5.                 Interests in Securities of the Issuer.

(a)  
and (b).  As of the date hereof, CLIG, through its control of CLIM, and CLIM, in its capacity as investment adviser to the City of London Funds and the Segregated Accounts, have voting and dispositive power with respect to all 3,530,034 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 38.1% of the 9.257 million Shares outstanding as of October 4, 2017, as last reported by the Fund. As of the date hereof, BMI, CF, CG, CI, EUREKA, EWF, FREE, GBL, INV, and the Segregated Accounts owned directly 283,708; 95,663; 272,687; 216,694; 251,606; 129,232; 251,807; 275,156; 45,104; and 1,708,377 Shares, respectively, representing approximately 3.1%, 1.0%, 2.9%, 2.3%, 2.7%, 1.4%, 2.7%, 3.0%, 0.5% and 18.5% respectively, of the 9.257 million Shares outstanding as of October 4, 2017.
 
 
 
 
 


(c).  
Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past 60 days is set forth below:
 
No trades
 
(d).  Other than disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Shares.
 
(e).  Not applicable.
 
 
Item 6.                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Fund including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Fund, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or losses, or the giving or withholding of proxies.
 

Item 7.                 Materials to be Filed as Exhibits

The Standstill Agreement referenced in Item 4.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
 

October 5, 2017

CITY OF LONDON INVESTMENT GROUP PLC


/ s / Barry Olliff                                           
Name: Barry Olliff
Title:  Director


CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED


/ s / Barry Olliff                                            
Name: Barry Olliff
Title:  Director
 
 
 
 
 
 
 
 
 
 
 
 
 

ANNEX A


DIRECTORS AND EXECUTIVE OFFICERS

The names of the directors and executive officers of CLIG and their business addresses and present principal occupation or employment are set forth below.  If no business address is given, the business address of such director or executive officer is c/o City of London Investment Group PLC, 77 Gracechurch Street, London EC3V 0AS, England.
 
David Cardale
Non-Executive Chairman
Barry Olliff
Chief Executive Officer
Susannah Nicklin
Non-Executive Director
Mark Driver
Non-Executive Director
Barry Aling
Non-Executive Director
Mark Dwyer
Executive Director
Tracy Rodrigues
Executive Director
Thomas Griffith
Executive Director

 
 

 
The names of the directors and executive officers of CLIM and their business addresses and present principal occupation or employment are set forth below.  If no business address is given, the business address of such director or executive officer is c/o City of London Investment Management Limited, 77 Gracechurch Street, London EC3V 0AS, England.
 
David Cardale
Non-Executive Chairman
Barry Olliff
Chief Executive Officer / Chief Investment Officer
Tracy Rodrigues
Finance Director
Thomas Griffith
Director
Mark Dwyer
Director
 
 
 
 
 
 
 
EX-99.A 2 exh99a_18111.htm STANDSTILL AGREEMENT
EXHIBIT A

Standstill Agreement
 
This Agreement is entered into as of October 3, 2017 (including the exhibit(s) hereto, this "Agreement"), by and between City of London Investment Management Company Limited ("CoL") and, severally and not jointly, each fund identified in Exhibit A, as may be mutually agreed to and amended from time to time (each a "Fund" and together the "Funds") (each Fund with CoL, the "Parties," and each individually a "Party").
 
WHEREAS, the Board of Directors of Aberdeen Chile Fund, Inc. (also referred to herein as the "Acquiring Fund") has considered transactions pursuant to which the Acquiring Fund would acquire all of the assets, subject to the liabilities, of the other Funds listed in Exhibit A hereto (as amended from time to time, the "Target Funds" and each a "Target Fund"), subject to necessary shareholder approvals by each Fund, resulting in a single larger combined fund in one or more reorganizations (collectively, the "Reorganization"); and
 
WHEREAS, the Board of the Acquiring Fund has approved making a tender offer for its shares following the Reorganization; and
 
WHEREAS, CoL or its clients are the beneficial owners (as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") of shares of each of the Acquiring Fund and one or more of the Target Funds.
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
 
Section 1. Reorganization and Tender Offer.
 
 
1.1.
On the basis of the representations, warranties and agreements set forth herein, the Acquiring Fund agrees to seek to effect the Reorganization and to tender for shares of the combined fund as described herein:
 
 
(a)
The Acquiring Fund shall take all steps reasonable and appropriate to seek to effect the Reorganization with the Target Funds as have agreed to participate in the Reorganization as soon as reasonably practicable subject to shareholder approval in 2018 at an annual or special meeting of shareholders.  Such steps shall include the filing of a proxy statement to modify certain investment policies and restrictions of the Acquiring Fund and to approve the issuance of shares in connection with the Reorganization. The Acquiring Fund shall also file prospectus/proxy statements to be used to solicit the requisite approval of the Target Funds.  The Acquiring Fund shall seek to close the Reorganization with respect to each Target Fund during the first calendar quarter of 2018, although the timing of the various closings could be delayed but not later than the end of the second calendar quarter.

 
 

 
(b)
As soon as practicable following the Reorganization with respect to each Target Fund, the Acquiring Fund shall conduct a tender offer to purchase a percentage (the "Tender Amount") of its outstanding common shares (the "Tender Offer"), such amount to be determined by the Board of the Acquiring Fund, but which shall not be less than an amount which in combination with the distributions then estimated to be required to be distributed in 2018 to maintain the Acquiring Fund's status as a regulated investment company under the Internal Revenue Code of 1986 results in a reduction of the Acquiring Fund's net assets by at least 40% with a maximum distribution of 50%. The Tender Offer shall include the following terms: (i) shareholders shall have the opportunity to tender some or all of their common shares at a price equal to 99% of the Acquiring Fund's net asset value per share ("NAV") as determined as of the close of the regular trading session of the NYSE MKT on the next day after the expiration date of the Tender Offer or, if the Tender Offer is extended, on the next day after the day to which the Tender Offer is extended, (ii) the Acquiring Fund shall purchase common shares properly tendered and not withdrawn on a prorated basis up to the Tender Amount if greater than the Tender Amount of common shares are properly tendered and not properly withdrawn, (iii) the consideration to be paid by the Acquiring Fund for common shares under the Tender Offer shall consist solely of cash, and (iv) if less than the Tender Amount of common shares have been properly tendered and not withdrawn, then the Acquiring Fund shall only be obligated to purchase such amount of shares actually tendered.
 
 
(c)
The Tender Offer shall not provide for preferential treatment for any shareholders of the Acquiring Fund.

 
(d)
The Tender Offer shall require odd lot tenders to be subject to the same proration terms as tenders of 100 shares or more.

 
(e)
Although the Acquiring Fund has committed to conduct the Tender Offer under the circumstances set forth above, the Fund will not commence the Tender Offer or accept tenders of the Fund's common shares during any period when (i) such transactions, if consummated, would: (A) result in the delisting of the Acquiring Fund's shares from the NYSE MKT or (B) impair the Acquiring Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"); (ii) there is any (A) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (B) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), including the National Association of Securities Dealers Automated Quotation System ("NASDAQ") National Market System, or (C) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States; or (iii) the Board of Directors of the Acquiring Fund (the "Fund Board") determines in good faith and upon the written opinion of counsel, that effecting any such transaction during the period would constitute a breach of its fiduciary duty owed to the Acquiring Fund or its shareholders. In the event of a delay pursuant to any of clauses (i), (ii) or (iii) above, the Acquiring Fund will provide prompt written notice to CoL together with a detailed written analysis stating the reason for such delay and reasonable support for such determination. In the event of a delay pursuant to either of clauses (i) or (ii) above, the Acquiring Fund will commence the Tender Offer as soon as practicable and no later than 20 days after the termination of such delaying event.

2

 
(f)
The Acquiring Fund shall not issue any common shares or any securities exchangeable or convertible into common shares prior to the payment of the Tender Offer proceeds.

 
1.2.
CoL covenants and agrees to tender, or caused to be tendered, 100% of the common shares of the Acquiring Fund of which it is the beneficial owner (as such term is used in Rule 13d-3 under the Exchange Act) in the Tender Offer. For the avoidance of doubt, and without limiting the generality of the foregoing, CoL covenants and agrees to tender, or caused to be tendered, all common shares of the Acquiring Fund owned, controlled or held by CoL and its principals, general partners, managing members, affiliated persons (as defined in the 1940 Act and which, for the avoidance of doubt, shall include (without limitation) any account or pooled investment vehicle now or in the future managed, advised or sub-advised by CoL or its affiliated persons) (all such persons, collectively, the "CoL Entities") as of the closing of the Tender Offer. The CoL Entities, together with the directors, officers and employees of CoL, are collectively referred to herein as the "CoL Affiliates".
     
Section 2. Additional Agreements.

 
2.1.
CoL covenants and agrees that:

 
(a)
CoL will cause all shares it and the CoL Entities beneficially own as of the record date for a shareholder meeting to be counted as present for purposes of a quorum at any annual or special meeting of shareholders of a Fund held on or prior to December 31, 2019;

 
(b)
CoL will cause all shares it and the CoL Entities beneficially own as of the record date for a shareholder meeting to be voted in favor of all Director nominees and proposals presented at the 2018 special and/or annual general meetings to effect the Reorganization; and
 
 
(c)
From the date of this Agreement through December 31, 2019, CoL will cause all shares it and the CoL Entities beneficially own as of the record date for a shareholder meeting to be voted in favor of any Director nominee with respect to which the Board recommends a vote in favor and against any proposal or Director nominee with respect to which the Board recommends a vote against.

 
For the avoidance of doubt, CoL or any of the CoL Entities shall not affirmatively lend any common shares of a Fund to any third party for the purpose of avoiding compliance with the terms hereof, and CoL (or the CoL Entities other than separately managed accounts, as applicable), to the extent practicable, shall recall any such stock loan in advance of the record date for any vote of or consent by the shareholders of the Fund so that CoL shall have full voting rights with respect to all such loaned shares.
3

 
 
2.2.
 
The Board of the Acquiring Fund covenants and agrees that
 
     
(a)  the Acquiring Fund's Post-Reorganization total annualized expense ratio will not exceed 120 basis points during the period commencing on the closing of the Reorganization and ending on December 31, 2019 (excluding: leverage cost, tax and non-routine/exceptional expenses); and
 
(b)   the Acquiring Fund will establish a targeted discount policy which will seek to manage the Fund's discount by:
 
•        the Board of the Acquiring Fund adopting one or more resolutions as necessary, committing to buying back shares of common stock in the open market at times when the Fund's shares trade at a discount of 10% or more to NAV; and
 
•        if the average discount exceeds 11% over any rolling twelve (12) month period commencing on the closing of the Reorganization and ending on December 31, 2019, the Board will undertake a 15% tender offer; provided that the Fund shall not be required to conduct more than one tender offer under this 2.2(b) prior to December 31, 2019.
 
 
2.3.
CoL represents and warrants as follows:
 
 
(a)
This Agreement has been duly and validly authorized, executed and delivered by it and is enforceable against CoL in accordance with its terms.

 
(b)
The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, organizational document or provision of law applicable to it.
 
 
2.4.
Each Fund represents and warrants as follows:
 
 
(a)
This Agreement has been duly and validly authorized, executed and delivered by the Fund and it is enforceable against the Fund in accordance with its terms.

 
(b)
The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, organizational document or provision of law applicable to the Fund.
 
Section 3. Termination.
 
 
3.1.
Notwithstanding anything herein to the contrary, if the Acquiring Fund or any Target Fund fails to complete the Reorganization on or before the end of the second calendar quarter of 2018 or the Acquiring Fund fails to complete the Tender Offer and distribute the proceeds of the Tender Offer in cash to the participating shareholders on or before the end of the third calendar quarter of 2018, this Agreement shall terminate and be of no further force or effect unless the parties agree to extend the time period for such actions.

4


 
3.2.
This Agreement remains in full force and effect until the earliest of:

 
(a)
the expiration of the Standstill Period;

 
(b)
a termination of this Agreement pursuant to Section 3.1; and

 
(c)
such other date established by mutual written agreement of the Fund and CoL.

 
3.3.
Section 4 shall survive the termination of this Agreement. No termination pursuant to this Section 3 relieves any Party from liability for any breach of this Agreement prior to such termination.
 
Section 4. Miscellaneous.
 
 
4.1.
Remedies. Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of New York, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. All rights and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to any Party at law or in equity.

 
4.2.
Jurisdiction; Venue; Waiver of Jury Trial. The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the state or federal courts in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts in the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF COL AND EACH FUND WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
 
 
4.3.
Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the Parties hereto. This Agreement supersedes all previous negotiations, representations and discussions by the Parties hereto concerning the subject matter hereof, and integrates the whole of all of their agreements and understanding concerning same. No prior oral representations or undertakings concerning the subject matter hereof will operate to amend, supersede, or replace any of the terms or conditions set forth in this Agreement, nor will they be relied upon.
 
 

 
5

 
4.4.
Section Headings. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.

 
4.5.
Notice. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto will be validly given, made or served, if in writing and sent by email or facsimile, with a copy by personal delivery, certified mail, return receipt requested, or by overnight courier service to:
 
If to a Fund:
 
[Fund Name]
c/o Aberdeen Asset Management, Inc.
1735 Market St., 32nd Floor
Philadelphia, PA 19103
Attention: Legal Department
Legal.us@aberdeen-standard.com
 
If to CoL:

Attn: Barry M. Olliff
City of London Investment Management Company Limited
1125 Airport Road
Coatesville, PA 19320
 
 
4.6.
Severability. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any provisions of this Agreement in any other jurisdiction. In addition, the Parties agree to use commercially reasonable efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction.

 
4.7.
Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof.

 
4.8.
Binding Effect; No Assignment. This Agreement will be binding upon and inure to the benefit of and be enforceable by and against, as applicable, the successors and assigns of the Parties hereto. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto, or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. No Party to this Agreement may, directly or indirectly, assign its rights or delegate its obligations hereunder (whether voluntarily, involuntarily, or by operation of law) without the prior written consent of the other Party. Any such attempted assignment will be null and void.
 

 
6

 
4.9.
Amendments; Waivers. No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties hereto, and no provision hereof may be waived other than by an instrument in writing signed by the Party against whom enforcement is sought.

 
4.10.
No Reliance. Each Party acknowledges that it has received adequate information to enter into this Agreement, that is has not relied on any promise, representation or warranty, express or implied not contained in this Agreement and that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party shall have no application and is expressly waived. The provisions of the Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.

 
4.11.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or other electronic means shall be effective as delivery of a manually executed counterparty hereof.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
7

 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
 
 
 
 
 
On behalf of the Funds listed in Appendix A
 
 
 
 
       
By:
/s/ Lucia Sitar  
    Name:  Lucia Sitar  
    Title:  V.P.  
       
 
 
 
 
 
 
 
 
City of London Investment Management Company Limited
 
 
 
 
       
By:
/s/ Tom Griffith  
    Name:  Tom Griffith  
    Title:  Director  
       
 
 
 
 

 
8


 
Exhibit A
 
Funds
 
 
 
Name of Fund
Date Fund Added as Party to Agreement
Aberdeen Singapore Fund, Inc. (SGF)
October 3, 2017
Aberdeen Israel Fund, Inc. (ISL)
October 3, 2017
Aberdeen Latin America Equity Fund, Inc. (LAQ)
October 3, 2017
Aberdeen Indonesia Fund, Inc. (IF)
October 3, 2017
Aberdeen Chile Fund, Inc. (CH)
October 3, 2017
Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc. (ABE)
October 3, 2017
Aberdeen Greater China Fund, Inc. (GCH)
October 3, 2017

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9