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<SEC-DOCUMENT>0000355348-03-000158.txt : 20030630
<SEC-HEADER>0000355348-03-000158.hdr.sgml : 20030630
<ACCEPTANCE-DATETIME>20030630172958
ACCESSION NUMBER:		0000355348-03-000158
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030430
FILED AS OF DATE:		20030630
EFFECTIVENESS DATE:		20030630

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ABERDEEN AUSTRALIA EQUITY FUND INC
		CENTRAL INDEX KEY:			0000779336
		IRS NUMBER:				133304681
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04438
		FILM NUMBER:		03765686

	BUSINESS ADDRESS:	
		STREET 1:		100 MUDBERRY STREET
		CITY:			NEW YORK
		STATE:			NJ
		ZIP:			07102-4077
		BUSINESS PHONE:		2122141250

	MAIL ADDRESS:	
		STREET 1:		100 MUDBERRY STREET
		CITY:			NEWARK
		STATE:			NJ
		ZIP:			07102-4077

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST AUSTRALIA FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
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000 D000000 N
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000 H000000 N
000 I000000 6.1
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001 A000000 ABERDEEN AUSTRALIA EQUITY FUND, INC.
001 B000000 811-4438
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SIGNATURE   JACK R. BENINTENDE
TITLE       ASSISTANT TREASURER


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C6 OTHER OPIN
<SEQUENCE>4
<FILENAME>amd_v2.txt
<TEXT>
ARTICLES OF AMENDMENT

OF

ABERDEEN AUSTRALIA EQUITY FUND, INC.

Aberdeen Australia Equity Fund, Inc., a Maryland Corporation having
 its principal office
in this State in Baltimore City, Maryland (hereinafter called the Corporation),
 hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:

FIRST:		The charter of the Corporation is hereby amended by striking out
Article FIFTH of the Articles of Incorporation and, in lieu thereof,
a new Article FIFTH
is added and shall read in its entirety as follows:

FIFTH:  Stock.

(1)  Authorized Shares.  The total number of shares of stock
which the Corporation has authority to issue is 50,000,000 shares,
consisting of 20,000,000 shares of common stock, $.01 par value per
share ("Common Stock"), and 30,000,000 shares of Preferred Stock,
$.01 par value per share ("Preferred Stock").  The aggregate par value
of all shares of stock of the Corporation having a par value is $500,000.
If shares of one class of stock are classified or reclassified into shares
of another class of stock pursuant to this Article FIFTH, the number of
authorized shares of the former class shall be automatically decreased
and the number of shares of the latter class shall be automatically
increased, in each case by the number of shares so classified or
reclassified, so that the aggregate number of shares of stock of all
classes that the Corporation has authority to issue shall not be more
than the total number of shares of stock set forth in the first sentence of
this paragraph.

(2)  Preemptive Rights.  Stockholders shall not have
preemptive rights to acquire any shares of the Corporation's stock.

(3)  Common Stock.  Subject to the Investment Company Act
of 1940, as amended, and the voting rights of any holders of any class
or series of stock hereafter designated pursuant to paragraphs (4) and
(5) of this Article FIFTH, each share of Common Stock shall entitle the
holder thereof to one vote.

(4)  Preferred Stock.  The Board of Directors may classify any
unissued shares of Preferred Stock and reclassify any previously
classified but unissued shares of Preferred Stock of any series from
time to time, in one or more classes or series of stock.

(5)  Classified or Reclassified Shares.  Prior to issuance of
classified or reclassified shares of any class or series, the Board of
Directors by resolution shall: (a) designate that class or series to
distinguish it from all other classes and series of stock of the
Corporation; (b) specify the number of shares to be included in the
class or series; (c) set or change, subject to the express terms of any
class or series of stock of the Corporation outstanding at the time, the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and
terms and conditions of redemption for each class or series; and (d)
cause the Corporation to file articles supplementary with the State
Department of Assessments and Taxation of Maryland ("SDAT").  Any
of the terms of any class or series of stock set or changed pursuant to
this paragraph (5) of this Article FIFTH may be made dependent upon
facts or events ascertainable outside the charter (including
determinations by the Board of Directors or other facts or events within
the control of the Corporation) and may vary among holders thereof,
provided that the manner in which such facts, events or variations shall
operate upon the terms of such class or series of stock is clearly and
expressly set forth in the articles supplementary filed with the SDAT.

SECOND:	The total number of shares of stock which the Corporation had
authority to issue immediately prior to the aforesaid amendment
of the charter was
20,000,000, consisting entirely of Common Stock, $.01 par value per share.  The
aggregate par value of all shares of Common Stock having a
par value was $200,000.

THIRD:		The total number of shares of stock which the Corporation has
authority to issue pursuant to the foregoing amendment of the
charter is 50,000,000,
consisting of 20,000,000 shares of Common Stock, $.01 par value per share, and
30,000,000 shares of Preferred Stock, $.01 par value per share.
The aggregate par value
of all authorized shares of stock having a par value is $500,000.

FOURTH:		The terms of the Common Stock and Preferred Stock of the
Corporation, including any preferences, conversion and other rights,
voting powers,
restrictions, limitations as to dividends and other distributions,
qualification and terms
and conditions of redemption, are the terms described in the charter,
including these
Articles of Amendment.

FIFTH:		The amendment of the charter as hereinabove set forth was duly
advised by the Corporation's Board of Directors and approved by
the stockholders of the
Corporation as required by law.

The undersigned Vice President acknowledges these Articles of
Amendment to be the
corporate act of the Corporation and as to all matters or facts required
to be verified under
oath, the undersigned Vice President acknowledges that to the
best of his knowledge,
information and belief, these matters and facts are true in all
material respects and that
this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
be signed in its name and on its behalf by its Vice President
and witnessed by its
Assistant Secretary on this 27th day of June, 2003.

AUSTRALIA EQUITY FUND, INC.

By:	/s/ Bev Hendry                      	Attest:		/s/
Sander M. Bieber
	Bev Hendry
	Sander M. Bieber
	Vice President
	Assistant Secretary




2


237527.2.03 06/30/2003 2:46 PM


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>5
<FILENAME>aae_77.txt
<TEXT>
Exhibit Relating to Item 77(c) of Form N-SAR for
Aberdeen Australia Equity Fund, Inc.
for the six months ended April 30, 2003
The Annual Meeting of Shareholders of Aberdeen Australia Equity Fund,
 Inc. (the "Fund") was held on Tuesday, April 15, 2003
at the offices of Prudential
Financial, Inc., 751 Broad Street, Newark, New Jersey.
The meeting was held for the following purposes:
(1)	To elect four Directors to serve as Class III Directors
 for a three-year term expiring in 2006.
?	David L. Elsum
?	Laurence S. Freedman
?	Peter J. O'Connell
?	William J. Potter
Directors whose term of office continued beyond this meeting are as follows:
 Anthony E. Aaronson, Howard A. Knight (since deceased), Neville J.
Miles, Peter D. Sacks, John T. Sheehy and Hugh Young.
(2)	To amend the Fund's charter to increase the number of authorized
shares of stock, to authorize an undesignated class of preferred stock and to
authorize the Board of Directors to classify
and reclassify any unissued shares of
preferred stock into one or more classes or series of preferred or
common stocks.
(3)	To amend the Fund's fundamental borrowing policy.
(4A)	To amend the Fund's Investment Management Agreement to
provide that fees paid thereunder to the Investment Manager
will be based on all
managed assets.
(4B)	To amend the Fund's Investment Advisory Agreement to provide
that fees paid thereunder to the Investment Adviser
will be based on all managed
assets.
(5)	To consider a stockholder proposal that the stockholders of the Fund ask
the Board of Directors to consider taking steps necessary to convert the
Fund to an open-end fund or otherwise permit stockholders to
realize net asset value for their shares.
The results of voting on the above matters were as follows:
Directors
(1)	David L. Elsum
Laurence S. Freedman
Peter J. O'Connell
William J. Potter


(2)	Amendment of Charter
(3)	Amendment of Borrowing
Policy
(4A)      Amendment of Management
Agreement
(4B)      Amendment of Investment
Advisory Agreement
(5)         Stockholder Proposal

Votes For
13,309,417
13,268,685
13,362,285
13,356,112

Votes For
8,641,895

8,681,895

12,102,598

12,063,703
 3,293,248

Votes Against
2,277,079
2,317,811
2,224,210
2,230,383

Votes Against
3,041,057

3,156,089

3,079,038

3,118,196
3,099,291






Abstentions
377,628

222,593

404,855

404,591
5,668,136





Broker
Non-Votes
3,525,916

3,525,919

5

6
3,525,821






















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C6 OTHER OPIN
<SEQUENCE>6
<FILENAME>amd_advagmt.txt
<TEXT>
ABERDEEN AUSTRALIA EQUITY FUND, INC.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

	AMENDED AND RESTATED AGREEMENT dated as of June 11, 2003, among
Aberdeen Australia Equity Fund, Inc. ( the "Fund"),
a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), Aberdeen
Asset Managers (C.I.) Limited, a Jersey, Channel Islands
 corporation (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 (formerly known as The First Australia Fund, Inc.) and the
Investment Manager (formerly known as EquitiLink International Management
Limited ) entered into a management agreement executed December 22, 2000 (the
"Management Agreement") pursuant to which the Investment Manager manages the
Fund's investments and makes investment decisions on
behalf of the Fund, and for
which the Investment Manager receives a fee from the Fund as specified in the
Management Agreement;

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

	WHEREAS, pursuant to an investment advisory agreement executed December 22,
2000 (the "Advisory Agreement") among the Fund, the Investment Manager and the
Investment Adviser (formerly known as EquitiLink Australia Limited),
the Investment
Manager has retained the Investment Adviser to assist it
 in carrying out its obligations
to the Fund under the Management Agreement in connection with the services
specified below with regard to the Fund, and the Fund
has appointed the Investment
Adviser to provide the investment advisory services specified
 below with regard to the
Fund;

	WHEREAS, on January 20, 2003, the Board of Directors of the Fund determined
that it was advisable and in the best interests of stockholders,
 to seek stockholder
approval for an amendment to the Fund's fundamental
investment restrictions to permit
the Fund to borrow to the extent permitted by the 1940 Act,
 and to seek stockholder
approval for charter amendments to permit the fund to issue
senior securities in the
form of preferred stock;

	WHEREAS, on January 20, 2003, the independent directors of the Fund, and the
entire Board of Directors, voting separately, determined that
it was advisable and in the
best interests of stockholders, to approve an amendment to the fee calculation
provisions of the Management Agreement and the
Advisory Agreement (collectively,
the "Amendments") to clarify that the fee payable under
the Management Agreement
to the Investment Manager and the fee payable under
the Advisory Agreement to the
Investment Adviser, respectively, will be based on all
assets under management,
including the proceeds of any borrowings used for
investment and the proceeds of any
issuance of senior securities;

	WHEREAS, on January 20, 2003, the independent directors of the Fund, and the
entire Board of Directors, voting separately, approved the
terms of the Amendments to
the Agreements and determined to recommend that Fund stockholders approve the
Amendments to the Agreements at the Fund's 2003 Annual Meeting of Stockholders;

	WHEREAS, on April 15, 2003, at the Fund's Annual Meeting of Stockholders, the
stockholders of the Fund approved an amendment to the Fund's fundamental
investment restrictions to permit the Fund to borrow,
charter amendments to permit the
Fund to issue preferred stock, and the Amendments to the Agreements;

	WHEREAS, on June 11, 2003, at an in-person meeting of the Board of Directors,
the independent directors of the Fund, and the entire
Board of Directors, voting
separately, approved the Amendments to the Agreements; and

	WHEREAS, the parties desire to amend and restate the Advisory Agreement to
reflect the changed names of the parties and the adoption of
the foregoing Amendment
to the Advisory Agreement.

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

	1.   Investment Adviser.

	1.1   The Investment Adviser will make recommendations to the Investment
Manager as to specific portfolio securities, which are
denominated in Australian or
New Zealand dollars, 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.

	1.2   The Investment Manager will pay the Investment Adviser a fee computed at
the annual rate of 0.30% of the Fund's average weekly
Managed Assets (as hereinafter
defined) up to $50 million; 0.25% of Managed Assets
between $50 million and $100
million; and 0.15% of Managed Assets in excess of $100 million;
computed as of the
end of each week and payable at the end of each calendar month.
As used in this
Agreement, "Managed Assets" shall mean net assets plus the amount of any
borrowings for investment purposes.

	2.   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.

	3.   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.

	4.   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.

	5.   Duration and Termination. This Agreement is effective upon shareholder
approval thereof as required under the 1940 Act and
shall continue in effect for two (2)
years from the date of its execution. 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).

	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
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 AUSTRALIA EQUITY
FUND, INC.


By:
	____________________________
____
	Title:

ABERDEEN ASSET MANAGERS
(C.I.) LIMITED


By:
	____________________________
_____
	Title:

ABERDEEN ASSET MANAGEMENT
LIMITED


By:
	____________________________
____
	Title:




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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C6 OTHER OPIN
<SEQUENCE>7
<FILENAME>amd_agmt.txt
<TEXT>
ABERDEEN AUSTRALIA EQUITY FUND, INC.

AMENDED AND RESTATED MANAGEMENT AGREEMENT

	AMENDED AND RESTATED AGREEMENT dated as of June 11, 2003, between
Aberdeen Australia Equity Fund, Inc. (the "Fund"),
a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
Aberdeen Asset Managers (C.I.) Limited, a Jersey,
Channel Islands corporation (the
"Investment Manager").

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

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

	WHEREAS, the Fund (formerly known as The First Australia Fund, Inc.) and the
Investment Manager (formerly known as EquitiLink International Management
Limited ) entered into a management agreement executed December 22, 2000 (the
"Agreement") pursuant to which the Investment Manager manages the Fund's
investments and makes investment decisions on
behalf of the Fund, and for which the
Investment Manager receives a fee from the Fund as specified in the Agreement;

	WHEREAS, on January 20, 2003, the Board of Directors of the Fund determined
that it was advisable and in the best interests of stockholders,
to seek stockholder
approval for an amendment to the Fund's fundamental
investment restrictions to permit
the Fund to borrow to the extent permitted by the 1940 Act,
and to seek stockholder
approval for charter amendments to permit the fund
to issue senior securities in the
form of preferred stock;

	WHEREAS, on January 20, 2003, the independent directors of the Fund, and the
entire Board of Directors, voting separately, determined
that it was advisable and in the
best interests of stockholders, to approve an amendment
(the "Amendment") to the fee
calculation provision of the Agreement to clarify that the
fee payable thereunder to the
Investment Manager will be based on all assets under management, including the
proceeds of any borrowings used for investment and
 the proceeds of any issuance of
senior securities;

	WHEREAS, on January 20, 2003, the independent directors of the Fund, and the
entire Board of Directors, voting separately, approved the terms
of the Amendment to
the Agreement and determined to recommend that Fund stockholders approve the
Amendment to the Agreement at the Fund's 2003 Annual Meeting of Stockholders;

	WHEREAS, on April 15, 2003, at the Fund's Annual Meeting of Stockholders, the
stockholders of the Fund approved an amendment to the Fund's fundamental
investment restrictions to permit the Fund to borrow,
charter amendments to permit the
Fund to issue preferred stock, and the Amendment to the Agreement;

	WHEREAS, on June 11, 2003, at an in-person meeting of the Board of Directors,
the independent directors of the Fund, and the
entire Board of Directors, voting
separately, approved the Amendment to the Agreement; and

	WHEREAS, the parties desire to amend and restate the Agreement to reflect the
changed names of the parties and the adoption of the Amendment to the Agreement.

	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 1.10%
of the Fund's average weekly Managed Assets (as hereinafter defined) up to $50
million; 0.90% of Managed Assets between $50 million
and $100 million; and 0.70%
of Managed Assets in excess of $100 million; computed as of
the end of each week and
payable at the end of each calendar month. As used in this Agreement, "Managed
Assets" shall mean net assets plus the amount of any borrowings for investment
purposes.

	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 become effective upon
shareholder approval thereof as required under the
1940 Act and shall continue in
effect for two (2) years from the date of its execution.
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 as of the day and year first above written.


ABERDEEN AUSTRALIA EQUITY
FUND, INC.



By:
	____________________________
_______________
	Name:
	Title:



ABERDEEN ASSET MANAGERS
(C.I.) LIMITED



By:
	____________________________
_______________
	Name:
	Title:

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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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