EXHIBIT (K)(5)

                            ASSIGNMENT AND ASSUMPTION

     Assignment and Assumption dated as of January 1, 2002, between EquitiLink
USA, Inc., a Delaware Corporation authorized to transact business under the name
Aberdeen Asset Management (the "Assignor") and Aberdeen Fund Managers Inc., a
Delaware Corporation authorized to transact business under the name Aberdeen
Asset Management, Inc. (the "Assignee").

     Whereas, the Assignor entered into an Investor Relations Services Agreement
dated as of March 1, 2000 (the "Agreement") between the Assignor and The First
Australia Prime Income Fund, Inc., a closed-end management investment company
now known as Aberdeen Asia-Pacific Income Fund, Inc. (the "Fund"), and

     Whereas, the Assignor desires to assign its rights under the Agreement to
the Assignee, in consideration of the assumption by the Assignee of all
obligations and liabilities of the Assignor under the Agreement, and

     Whereas, the Assignor is a wholly-owned subsidiary of Aberdeen Asset
Managers (C.I.) Limited ("AAMCIL"), the Fund's Investment Manager, and the
Assignee is an affiliate of AAMCIL, and

     Whereas, the Board of Directors of the Fund, at a Board meeting held on
March 14, 2002, approved the assignment by the Assignor of its rights under the
Agreement to the Assignee.

     Now, therefore, the Assignor hereby assigns to the Assignee the entire
right, title and interest of the Assignor under the Agreement, and the Assignee
hereby undertakes, assumes and agrees to perform and discharge all obligations
and liabilities of the Assignor under the Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption to be duly executed by their authorized officers as of the date first
set forth above.

                                         EquitiLink USA, Inc.

                                     By /s/ Timothy P Sullivan
                                        ----------------------------------------
                                         Name:  Timothy P Sullivan
                                         Title: Secretary

                                         Aberdeen Fund Managers, Inc.

                                     By /s/ Beverly Hendry
                                        ----------------------------------------
                                         Name:  Beverly Hendry
                                         Title: Director
                                                Chief Executive Officer

The undersigned hereby consents to this Assignment and Assumption.

                                         Aberdeen Asia-Pacific Income Fund, Inc.

                                     By /s/ Simon Bignell
                                        ----------------------------------------
                                         Name:  Simon Bignell
                                         Title: Assistant Treasurer