EXHIBIT B

EX-99.77Q1 OTHR EXHB 3 fco2q1.htm EXHIBIT B

ABERDEEN GLOBAL INCOME FUND, INC.

INVESTMENT ADVISORY AGREEMENT

AGREEMENT dated as of March 8, 2004, among Aberdeen Global 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 Commonwealth 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:

Investment Adviser.

1.1 To the extent requested by the Investment Manager, the Investment

Adviser will make recommendations to the Investment Manager as to the-overall

structure of the Fund’s portfolio, including asset allocation advice and general

advice on investment strategy relating to the Fund’s overall investment objectives.

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 For the services rendered to the Investment Manager under Section

1.1 hereof, the Investment Manager will pay the Investment Adviser a fee

computed at the annual rate of 0.15% of the Fund’s average weekly net assets,

computed based upon net asset value applicable to shares of common stock and

shares of preferred stock determined weekly and payable on the first business day

of each calendar month.

1.3 To the extent requested by the Investment Manager, 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.

1.4 For the services rendered to the Investment Manager under Section

1.3 hereof, the Investment Manager will pay the Investment Adviser a fee

computed at the annual rate of up to 0.10% of the Fund’s average weekly net

assets computed based upon net asset value applicable to shares of common stock

and shares of preferred stock determined weekly and payable on the first business

day of each calendar month; it being understood that any such fee shall be

reduced by the amount, if any, that the Investment Manager may pay other

entities for rendering any of the services contemplated by Section 1.3 hereof.

1.5 For the purpose of determining the fees payable to the Investment

Adviser hereunder, the value of the Fund’s net assets shall be computed initially

at the times and in the manner specified in the Fund’s Registration Statement an

Form N-2, as such times and manner may be amended from time to time by action

of the Fund’s Board.

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.

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.

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.

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 Manager or the 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).

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 GLOBAL 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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