0000943663-09-000121 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 24th, 2009 • Aberdeen Asia-Pacific Income Fund Inc • New York

THIS AGREEMENT is made and entered into as of the 3rd day of April, 2009 (“Effective Date”), by and among ABERDEEN ASIA-PACIFIC INCOME FUND, INC. (the “Fund"), a Maryland corporation, ABERDEEN ASSET MANAGEMENT ASIA LIMITED (the “Manager”) a Singapore corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED, a United Kingdom corporation (the “Sub-Adviser”), and also registered under the Advisers Act.

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AMENDMENT TO THE SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 24th, 2009 • Aberdeen Asia-Pacific Income Fund Inc

WHEREAS, Aberdeen Asset Management, Inc., ("AAM"), and Princeton Administrators, LLC ("Princeton" or the "Sub-administrator") have entered into a Sub-Administration Agreement, dated September 30, 2004;

ABERDEEN ASIA-PACIFIC INCOME FUND, INC. MANAGEMENT AGREEMENT AMENDED AND RESTATED AS OF APRIL 3, 2009
Management Agreement • June 24th, 2009 • Aberdeen Asia-Pacific Income Fund Inc • New York

AGREEMENT amended and restated as of April 3, 2009, 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”).

CREDIT AGREEMENT dated as of April 15, 2009 among ABERDEEN ASIA-PACIFIC INCOME FUND, INC., THE LENDERS PARTY HERETO, and THE BANK OF NOVA SCOTIA, as Administrative Agent THE BANK OF NOVA SCOTIA, as Lead Arranger and Book Runner THE ROYAL BANK OF...
Credit Agreement • June 24th, 2009 • Aberdeen Asia-Pacific Income Fund Inc • New York

CREDIT AGREEMENT, dated as of April 15, 2009, among Aberdeen Asia-Pacific Income Fund, Inc., a Maryland corporation, the Lenders party hereto, and The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative Agent”).

ABERDEEN ASIA-PACIFIC INCOME FUND, INC. INVESTMENT ADVISORY AGREEMENT AMENDED AND RESTATED AS OF APRIL 3, 2009
Investment Advisory Agreement • June 24th, 2009 • Aberdeen Asia-Pacific Income Fund Inc • New York

AGREEMENT amended and restated as of April 3, 2009, 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”).

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