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Administration Agreement

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Title:

Administration Agreement

Entities:

Aberdeen Asia-Pacific Income Fund Inc.

Date:

2006

Size:

Preview shows 5KB of 23KB total

Price:

$34

ID:

#2483458

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ADMINISTRATION AGREEMENT

AGREEMENT, dated as of September 30, 2004, between Aberdeen Asia-Pacific Income Fund, Inc., a Maryland corporation (the "Fund"), and Aberdeen Asset Management Inc., a Delaware corporation (the "Administrator").

WHEREAS, the Fund is a non-diversified, closed-end management investment company registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, the Fund wishes to retain the Administrator to provide certain administrative services in the manner and on the terms and conditions hereinafter set forth; and

WHEREAS, the Administrator desires to be retained to perform such services on said terms and conditions.

NOW, THEREFORE, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR

The Fund hereby retains AAM to act as Administrator to the Fund as herein set forth. AAM accepts such appointment and agrees to perform or arrange for the performance of the services stated herein.

2. ADMINISTRATION SERVICES

a. The Administrator shall provide the services listed in Schedule A, in each case, subject to the control, supervision and direction of the Board of Directors and subject to any necessary review and comment by the Fund's auditors and legal counsel and in accordance with procedures or policies that may be established from time to time by and between the Fund and the Administrator and approved by the Board of Directors.

b. In performing its duties hereunder, the Administrator shall act in accordance with the charter, bylaws, and Registration Statement on Form N-2 of the Fund, each as amended from time to time, and with instructions of the Board and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations, and will consult with legal counsel to the Fund, as necessary and appropriate.

c. The Administrator is hereby authorized to retain one or more third parties and to delegate all or some its duties and obligations hereunder to such persons, provided that such persons shall remain under the general supervision of the Administrator and the Administrator shall be responsible for assuring the performance by such persons of any duty or obligation so delegated. The compensation of such persons shall be paid by the Administrator and no obligation shall be incurred on behalf of the Fund in such respect. The division of the Administrator's duties and obligations hereunder between those to be delegated to a third party and those to be performed by the Administrator shall be in the Administrator's sole discretion and may be changed from time to time by the Administrator. To the extent any of the obligations of the Administrator is delegated to one or more third parties, the Fund agrees to take or cause to be taken any actions reasonably requested by the Administrator that may be necessary or appropriate in connection with such delegation.

3. COMPENSATION

The Administrator shall receive from the Fund such compensation for the Administrator's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in Schedule B to this Agreement. In the event this Agreement is terminated before the end of a month, the fee shall be pro-rated according to the proportion of the month that services were provided and shall be payable within seven days after the date of termination of this Agreement.

4. INSTRUCTIONS AND ADVICE

At any time, the Administrator may consult with counsel for the Fund or with the independent accountants for the Fund at the expense of the Fund, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the Fund, for any action taken or omitted to be taken by it in good faith in reliance upon any written instructions or advice or upon oral instructions or advice received from the Fund's independent accountants or Fund counsel, provided the Administrator can produce sufficient contemporaneous evidence demonstrating receipt of such instructions or advice.

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a.	The Administrator shall provide the services listed in Schedule A, in each case, subject to the control, supervision and direction of the Board of Directors and subject to any necessary review and comment by the Fund's auditors and legal counsel and in accordance with procedures or policies that may be established from time to time by and between the Fund and the Administrator and approved by the Board of Directors.
b.	In performing its duties hereunder, the Administrator shall act in accordance with the charter, bylaws, and Registration Statement on Form N-2 of the Fund, each as amended from time to time, and with instructions of the Board and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations, and will consult with legal counsel to the Fund, as necessary and appropriate.
c.	The Administrator is hereby authorized to retain one or more third parties and to delegate all or some its duties and obligations hereunder to such persons, provided that such persons shall remain under the general supervision of the Administrator and the Administrator shall be responsible for assuring the performance by such persons of any duty or obligation so delegated. The compensation of such persons shall be paid by the Administrator and no obligation shall be incurred on behalf of the Fund in such respect. The division of the Administrator's duties and obligations hereunder between those to be delegated to a third party and those to be performed by the Administrator shall be in the Administrator's sole discretion and may be changed from time to time by the Administrator. To the extent any of the obligations of the Administrator is delegated to one or more third parties, the Fund agrees to take or cause to be taken any actions reasonably requested by the Administrator that may be necessary or appropriate in connection with such delegation.