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<SEC-DOCUMENT>0000355348-04-000178.txt : 20040629
<SEC-HEADER>0000355348-04-000178.hdr.sgml : 20040629
<ACCEPTANCE-DATETIME>20040629122449
ACCESSION NUMBER:		0000355348-04-000178
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040430
FILED AS OF DATE:		20040629
EFFECTIVENESS DATE:		20040629

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ABERDEEN ASIA PACIFIC INCOME FUND INC
		CENTRAL INDEX KEY:			0000790500
		IRS NUMBER:				133334183
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04611
		FILM NUMBER:		04887531

	BUSINESS ADDRESS:	
		STREET 1:		ONE SEAPORT PLAZA
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10292
		BUSINESS PHONE:		2122141250

	MAIL ADDRESS:	
		STREET 1:		ONE SEAPORT PLAZA
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10292

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ABERDEN ASIA-PACIFIC INCOME FUND INC
		DATE OF NAME CHANGE:	20010531

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST AUSTRALIA PRIME INCOME FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
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SIGNATURE   JACK BENINTENDE
TITLE       ASSISTANT TREASURER


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>fap77c.txt
<TEXT>
Attachment 77C

Supplemental Proxy Information (unaudited)
The Annual Meeting of Shareholders of Aberdeen Asia-Pacific Income Fund,
Inc. was held on April 20, 2004 at Hilton Newark Gateway, Raymond
Boulevard, Newark, New Jersey.
The meeting was held for the following purposes:
(1)	To elect three Directors to serve as Class I Directors for a three-year
term expiring in 2007:
* Anthony E. Aaronson
* Beverley Hendry
* Neville J. Miles
(2)	To elect two directors to represent the interests of the holders of
preferred  stock for the ensuing year:
* Dr. Anton E. Schrafl
* John T. Sheehy
The results of the voting on the above matters were as follows:
(1) Election of Class I Directors:
Director                                   Votes For             VotesWithheld
Anthony E. Aaronson           231,905,755               3,154,652
Beverley Hendry                   232,009,578              3,050,829
Neville J. Miles                     232,067,839               2,992,568
(2) Election of Preferred Directors:
Director                                   Votes For              VotesWithheld
Dr. Anton E. Schrafl                  16,623                         33
John T. Sheehy                          16,623                         33
Directors whose term of office continued beyond this meeting are as follows:
David L. Elsum, Martin J. Gilbert, P. Gerald Malone, Peter J. O'Connell,
William J. Potter, Peter D. Sacks and Brian M. Sherman.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>fap77q1.txt
<TEXT>
ABERDEEN ASIA-PACIFIC INCOME FUND, INC.

MANAGEMENT AGREEMENT

AGREEMENT dated as of March 8, 2004, between
Aberdeen Asia-Pacific Income Fund, Inc. (the "Fund"), a
Maryland corporation registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), and
Aberdeen Asset Management Asia Limited, a Singapore
corporation ("AAMAL" or the "Investment Manager").

WHEREAS, the Fund is a closed-end management
investment company; and

WHEREAS, the Fund engages in the business of
investing its assets in the manner and in accordance with its
stated current investment objective and restrictions;

WHEREAS, the Fund (then known as The First
Australia Prime Income Fund, Inc.) entered into a
management agreement dated December 22, 2000 (the
"Former Management Agreement") with Aberdeen Asset
Managers (C.I.) Limited (then known as EquitiLink
International Management Limited), a Jersey, Channel
Islands corporation ("AAMCIL");

WHEREAS, in December 2003, the Board of Directors
of the Fund approved the transfer by AAMCIL to AAMAL
of the rights and obligations of AAMCIL under the Former
Management Agreement (the "Transfer");

WHEREAS, the Transfer would not be deemed an
"assignment" of the Former Management Agreement under
the 1940 Act, based upon factors including: (1) both before
and after the Transfer, Aberdeen Asset Management PLC
will continue to indirectly own 100% of, and to control,
AAMCIL and AAMAL; (2) the persons providing day-to-
day portfolio management of the Fund prior to the Transfer
will continue to provide such services after the Transfer;
(3) AAMAL and its personnel have, since 2001, been
providing portfolio management, research and trading
services to the Fund pursuant to a Memorandum of
Understanding, as amended, to which AAMAL, AAMCIL
and Aberdeen Asset Management Limited (the Fund's
Investment Adviser) are parties; (4) the Transfer will have
no material impact on the investment management of the
Fund's portfolio; (5) the nature and quality of the
investment management services to be provided to the
Fund by AAMAL will not be materially different from
those provided to the Fund by AAMCIL; (6) the Transfer is
not intended to, and will not result in, any change in the
fundamental investment processes, investment strategies or
investment techniques currently employed by portfolio
managers and investment professionals in providing
investment advisory services to the Fund; and (7) the
Transfer will not result in any change in the terms of the
Former Management Agreement, other than in the name of
the investment manager.

NOW THEREFORE, in consideration of the premises
and mutual covenants herein contained, the parties agree as
follows:



1.   Obligations.

1.1   The Investment Manager will manage, in
accordance with the Fund's stated investment objective,
policies and limitations and subject to the supervision of
the Fund's Board of Directors, the Fund's investments and
will make investment decisions on behalf of the Fund
including the selection of and placing of orders with
brokers and dealers to execute portfolio transactions on
behalf of the Fund. The Investment Manager shall give the
Fund the benefit of the Investment Manager's best
judgment and efforts in rendering services under this
Agreement.

1.2   The Fund will pay the Investment Manager a fee
at the annual rate of 0.65% of the Fund's average weekly
net assets applicable to shares of common stock and shares
of preferred stock up to $200 million, 0.60% of such assets
between $200 million and $500 million, 0.55% of such
assets between $500 and $900 million, 0.50% of such
assets between $900 million and $1,750 million and 0.45%
of such assets in excess of $1,750 million, computed based
upon net asset value applicable to shares of common stock
and shares of preferred stock at the end of each week and
payable at the end of each calendar month.

1.3   In rendering the services required under this
Agreement, the Investment 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 this Agreement. However, the
Investment Manager may not retain any person or company
that would be an "investment adviser," as that term is
defined in the 1940 Act, to the Fund unless (i) the Fund is a
party to the contract with such person or company and (ii)
such contract is approved by a majority of the Fund's
Board of Directors and a majority of Directors who are not
parties to any agreement or contract with such company
and who are not "interested persons," as defined in the
1940 Act, of the Fund, the Investment Manager, or any
such person or company retained by the Investment
Manager, and is approved by the vote of a majority of the
outstanding voting securities of the Fund to the extent
required by the 1940 Act.

2.   Expenses. The Investment Manager shall bear all
expenses of its employees, except as provided in the
following sentence, and overhead incurred in connection
with its duties under this Agreement and shall pay all
salaries and fees of the Fund's Directors and officers who
are interested persons (as defined in the 1940 Act) of the
Investment Manager. The Fund will bear all of its own
expenses, including: expenses of organizing the Fund; fees
of the Fund's Directors who are not interested persons (as
defined in the 1940 Act) of any other party; out-of-pocket
expenses for all Directors and officers of the Fund,
including expenses incurred by the Investment Manager's
employees, who serve as Directors and officers of the
Fund, which may be reimbursed by the Fund under the
Fund's policy governing reimbursement of Fund-related
expenses; and other expenses incurred by the Fund in
connection with meetings of Directors and shareholders;
interest expense; taxes and governmental fees including
any original issue taxes or transfer taxes applicable to the
sale or delivery of shares or certificates therefor; brokerage
commissions and other expenses incurred in acquiring or
disposing of the Fund's portfolio securities; expenses in
connection with the issuance, offering, distribution, sale or
underwriting of securities issued by the Fund; expenses of
registering and qualifying the Fund's shares for sale with
the Securities and Exchange Commission and in various
states and foreign jurisdictions; auditing, accounting,
insurance and legal costs; custodian, dividend disbursing
and transfer agent expenses; and the expenses of
shareholders' meetings and of the preparation and
distribution of proxies and reports to shareholders.

3.   Liability. The Investment Manager shall not be
liable for any error of judgment or for any loss suffered by
the Fund in connection with the matters to which this
Agreement relates, 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) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of, or from reckless disregard by it of its
obligations and duties under, this Agreement.

4.   Services Not Exclusive. It is understood that the
services of the Investment Manager are not deemed to be
exclusive, and nothing in this Agreement shall prevent the
Investment Manager or any affiliate, from providing similar
services to other investment companies and other clients
(whether or not their investment objectives and policies are
similar to those of the Fund) or from engaging in other
activities. When other clients of the Investment Manager
desire to purchase or sell a security at the same time such
security is purchased or sold for the Fund, such purchases
and sales will be allocated among the Investment
Manager's clients, including the Fund, in a manner that is
fair and equitable in the judgment of the Investment
Manager in the exercise of its fiduciary obligations to the
Fund and to such other clients.

5.   Duration and Termination. This Agreement shall
be effective as of the date first above written, and shall
continue in effect until December 22, 2004. If not sooner
terminated, this Agreement shall continue in effect with
respect to the Fund for successive periods of twelve months
thereafter, provided that each such continuance shall be
specifically approved annually by the vote of a majority of
the Fund's Board of Directors who are not parties to this
Agreement or interested persons (as defined in the 1940
Act) of any such party, cast in person at a meeting called
for the purpose of voting on such approval and either (a)
the vote of a majority of the outstanding voting securities of
the Fund, or (b) the vote of a majority of the Fund's entire
Board of Directors. Notwithstanding the foregoing, this
Agreement may be terminated with respect to the Fund at
any time, without the payment of any penalty, by a vote of
a majority of the Fund's Board of Directors or a majority of
the outstanding voting securities of the Fund upon at least
sixty (60) days' written notice to the Investment Manager
or by the Investment Manager upon at least ninety (90)
days' written notice to the Fund. This Agreement shall
automatically terminate in the event of its assignment (as
defined in the 1940 Act).

6.   Miscellaneous.

6.1   This Agreement shall be construed in accordance
with the laws of the State of New York, provided that
nothing herein shall be construed as being inconsistent with
the 1940 Act and any rules, regulations and orders
thereunder.

6.2   The captions in this Agreement are included for
convenience only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction
or effect.

6.3   If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby and, to that extent, the provisions of this
Agreement shall be deemed to be severable.

6.4   Nothing herein shall be construed as constituting
the Investment Manager an agent of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed effective as of the day and
year first above written.

ABERDEEN ASIA-PACIFIC INCOME FUND, INC.



By:   /s/ Martin Gilbert
Name:    Martin Gilbert
Title:      President


ABERDEEN ASSET MANAGEMENT ASIA LIMITED



By:   /s/ Hugh Young
Name: Hugh Young
Title:   Managing Director


6
- -  -


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>fap77q2.txt
<TEXT>
ABERDEEN ASIA-PACIFIC INCOME FUND, INC.

INVESTMENT ADVISORY AGREEMENT

AGREEMENT dated as of March 8, 2004, among
Aberdeen Asia-Pacific Income Fund, Inc. (the "Fund"), a
Maryland corporation registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), and
Aberdeen Asset Management Asia Limited, a Singapore
corporation ("AAMAL" or the "Investment Manager"), and
Aberdeen Asset Management Limited, a New South Wales,
Australia corporation (the "Investment Adviser").

WHEREAS, the Fund is a closed-end management
investment company;

WHEREAS, the Fund engages in the business of
investing and reinvesting its assets in the manner and in
accordance with its stated investment objectives and
restrictions;

WHEREAS, the Fund (then known as The First
Australia Prime Income Fund, Inc.) entered into a
management agreement dated December 22, 2000 (the "
Former Management Agreement") with Aberdeen Asset
Managers (C.I.) Limited (then known as EquitiLink
International Management Limited), a Jersey, Channel
Islands corporation ("AAMCIL"), pursuant to which
AAMCIL then managed the Fund's investments and made
investment decisions on behalf of the Fund, and for which
AAMCIL received a monthly fee from the Fund as
specified in the Former Management Agreement;

WHEREAS, in connection with rendering the services
required under the Former Management Agreement,
AAMCIL was permitted to retain, at its expense and in the
manner set forth in the Former Management Agreement,
investment advisers to assist it in carrying out its
obligations to the Fund under the Former Management
Agreement;

WHEREAS, pursuant to an investment advisory
agreement executed December 22, 2000 (the "Former
Advisory Agreement") among the Fund, AAMCIL and the
Investment Adviser (then known as EquitiLink Australia
Limited), AAMCIL retained the Investment Adviser to
assist it in carrying out its obligations to the Fund under the
Former Management Agreement;

WHEREAS, in December 2003, the Board of Directors
of the Fund approved the transfer by AAMCIL to AAMAL
of the rights and obligations of AAMCIL under the Former
Management Agreement and the Former Advisory
Agreement (the "Transfer");

WHEREAS, the Fund entered into a management
agreement dated as of March 8, 2004 (the "Management
Agreement") with AAMAL, pursuant to which AAMAL
will manage the Fund's investments and will make
investment decisions on behalf of the Fund, and for which
AAMAL will receive a monthly fee from the Fund as
specified in the Management Agreement;

WHEREAS, the Fund desires to have AAMAL assume
the rights and obligations of AAMCIL under the Former
Advisory Agreement, and AAMAL is willing to assume
such rights and obligations, by entering into this investment
advisory agreement (the "Agreement");

NOW, THEREFORE, in consideration of the premises
and mutual covenants herein contained, the parties agree as
follows:

I.	Investment Adviser.

A.	The Investment Adviser will make
recommendations to the Investment Manager
as to specific portfolio securities to be
purchased, retained or sold by the Fund and
will provide or obtain such research and
statistical data as may be necessary in
connection therewith. The Investment Adviser
shall give the Investment Manager (and the
Fund) the benefit of the Investment Adviser's
best judgment and efforts in rendering services
under this Agreement.

B.	The Investment Manager will pay the
Investment Adviser a fee computed at the
annual rate of 0.25% of the Fund's average
weekly net assets applicable to the shares of
common stock and shares of preferred stock up
to $1,200 million and 0.20% of such assets in
excess of $1,200 million, computed based
upon net asset value applicable to shares of
common stock and shares of preferred stock at
the end of each week and payable at the end of
each calendar month.

II.	Expenses. The Investment Adviser shall bear all
expenses of its respective employees, except
certain expenses incurred by the Investment
Adviser's employees who serve as officers and
directors of the Fund which are reimbursed by the
Fund under the Fund's policy governing
reimbursement of Fund-related expenses. The
Investment Adviser shall bear all overhead
incurred in connection with its duties under this
Agreement and shall pay all salaries and fees of
the Fund's directors and officers who are
interested persons (as defined in the 1940 Act) of
the Investment Adviser but who are not interested
persons of the Investment Manager.

III.	Liability. Neither the Investment Manager nor the
Investment Adviser shall be liable for any error of
judgment or for any loss suffered by the Fund in
connection with the matters to which this
Agreement relates, 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) or a loss resulting from willful
misfeasance, bad faith or gross negligence on the
part of the Investment Manager or the Investment
Adviser, as appropriate, in the performance of, or
from reckless disregard by such party of such
party's obligations and duties under, this
Agreement.

IV.	Services Not Exclusive. It is understood that the
services of the Investment Manager and the
Investment Adviser are not deemed to be
exclusive, and nothing in this Agreement shall
prevent the Investment Manager or the Investment
Adviser, or any affiliate of either of them, from
providing similar services to other investment
companies and other clients (whether or not their
investment objectives and policies are similar to
those of the Fund) or from engaging in other
activities. When other clients of the Investment
Manager or the Investment Adviser desire to
purchase or sell a security at the same time such
security is purchased or sold for the Fund, such
purchases and sales will be allocated among the
clients of each in a manner that is fair and
equitable in the judgment of the Investment
Manager and the Investment Adviser in the
exercise of their fiduciary obligations to the Fund
and to such other clients.

V.	Duration and Termination. This Agreement
shall be effective as of the date first above written,
and shall continue in effect until December 22,
2004. If not sooner terminated, this Agreement
shall continue in effect with respect to the Fund
for successive periods of twelve months
thereafter, provided that each such continuance
shall be specifically approved annually by the
vote of a majority of the Fund's Board of
Directors who are not parties to this Agreement or
interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called
for the purpose of voting on such approval and
either (a) the vote of a majority of the outstanding
voting securities of the Fund, or (b) the vote of a
majority of the Fund's entire Board of Directors.
Notwithstanding the foregoing, this Agreement
may be terminated with respect to the Fund at any
time, without the payment of any penalty, by a
vote of a majority of the Fund's Board of
Directors or a majority of the outstanding voting
securities of the Fund upon at least sixty (60)
days' written notice to the Investment Manager
and the Investment Adviser, or by either the
Investment Manager or Investment Adviser upon
at least ninety (90) days' written notice to the
Fund and the other party but any such termination
shall not affect continuance of this Agreement as
to the remaining parties. This Agreement shall
automatically terminate as to any party in the
event of its assignment (as defined in the 1940
Act).

VI.	Miscellaneous.

A.	This Agreement shall be construed in
accordance with the laws of the State of New
York, provided that nothing herein shall be
construed as being inconsistent with the 1940
Act and any rules, regulations and orders
thereunder.

B.	The captions in this Agreement are included
for convenience only and in no way define or
delimit any of the provisions hereof or
otherwise affect their construction or effect.

C.	If any provision of this Agreement shall be
held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to
that extent, the provisions of this Agreement
shall be deemed to be severable.

D.	Nothing herein shall be construed as
constituting any party an agent of the Fund or
of any other party.



IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the day and year first
above written.


ABERDEEN ASIA-PACIFIC INCOME FUND, INC.



By:          /s/ Martin Gilbert
Name:     Martin Gilbert
Title:       President


ABERDEEN ASSET MANAGEMENT ASIA LIMITED



By:          /s/ Hugh Young
Name:     Hugh Young
Title:       Managing Director


ABERDEEN ASSET MANAGEMENT LIMITED



By:      /s/ James Blair
Name:   James Blair
Title:   Director


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