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

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