Edgar Filing: ABERDEEN COMMONWEALTH INCOME FUND INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12

ABERDEEN COMMONWEALTH INCOME FUND, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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[Aberdeen Logo appears here] 800 Scudders Mill Road
Plainsboro, New Jersey 08536
(609) 282-4600

January 30, 2002

Dear Shareholder:

The Annual Meeting of Shareholders is to be held at 1:00 p.m. (Eastern
time), on Thursday, March 21, 2002 at the offices of Prudential Securities
Incorporated, One Seaport Plaza, 35th Floor, New York, New York. A Proxy
Statement regarding the meeting, a proxy card for your vote at the meeting and
an envelope postage prepaid in which to return your proxy card are enclosed.

At the Annual Meeting, the holders of the Fund's common stock will elect the
Fund's Class I Directors for a three-year term and the holders of the Fund's
preferred stock will vote separately as a single class to elect two additional
Directors. In addition, the shareholders present will hear a report on the
Fund. There will be an opportunity to discuss matters of interest to you as a
shareholder.

Your Directors recommend that you vote in favor of each of the foregoing
matters.

/s/ Martin J. Gilbert

MARTIN J. GILBERT
Chairman

YOU ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE TO ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS OF
THE SIZE OF YOUR SHAREHOLDING.

ABERDEEN COMMONWEALTH INCOME FUND, INC.

800 Scudders Mill Road
Plainsboro, New Jersey 08536

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 21, 2002

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Aberdeen
Commonwealth Income Fund, Inc. (the "Fund") will be held at the offices of
Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New York,
New York, on Thursday, March 21, 2002, at 1:00 p.m. (Eastern time), for the
following purposes:

(1) To elect four Directors to serve as Class I Directors for a three-year
term;

(2) To elect two Directors to represent the interests of the holders of
preferred stock for the ensuing year; and

(3) To transact any other business as may properly come before the meeting
or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on January 19, 2002
as the record date for the determination of shareholders entitled to vote at
the meeting or any adjournment or postponement thereof.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the meeting, the
persons named as proxy holders may propose one or more adjournments of the
meeting, in accordance with applicable law, to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the
meeting. The persons named as proxy holders will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of any
proposal and will vote against any such adjournment those proxies to be voted
against that proposal.

By Order of the Board of Directors,

Roy M. Randall, Secretary

Plainsboro, New Jersey
January 30, 2002

IMPORTANT: You are cordially invited to attend the meeting. Shareholders who
do not expect to attend the meeting in person are requested to complete, date
and sign the enclosed proxy card and return it promptly in the addressed
envelope which requires no postage and is intended for your convenience. Your
prompt return of the enclosed proxy card may save the Fund the necessity and
expense of further solicitations to assure a quorum at the meeting. The
enclosed proxy is being solicited on behalf of the Board of Directors of the
Fund.

PROXY STATEMENT

ABERDEEN COMMONWEALTH INCOME FUND, INC.

800 Scudders Mill Road
Plainsboro, New Jersey 08536

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Annual Meeting of Shareholders
March 21, 2002

---------------

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Aberdeen Commonwealth Income
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Annual
Meeting of Shareholders of the Fund (the "Meeting") to be held at the offices
of Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New
York, New York, on Thursday, March 21, 2002, at 1:00 p.m. (Eastern time). The
approximate mailing date for this Proxy Statement is January 30, 2002 or as
soon as practicable thereafter.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked on the proxy card.
Unless instructions to the contrary are marked, proxies submitted by holders
of the Fund's common stock will be voted FOR Proposal 1, and proxies submitted
by holders of the Fund's preferred stock will be voted FOR Proposal 2. The
appointed proxy holders will vote in their discretion on any other business as
may properly come before the meeting or any adjournments or postponements
thereof. Any proxy may be revoked at any time prior to its exercise by giving
written notice to the Secretary of the Fund (addressed to the Secretary at the
principal executive office of the Fund, 800 Scudders Mill Road, Plainsboro,
New Jersey 08536). Shareholders may vote using the enclosed postage pre-paid
proxy card.

The presence at the Meeting, in person or by proxy, of the stockholders
entitled to cast a majority of all the votes entitled to be cast at the
Meeting shall be necessary and sufficient to constitute a quorum for the
transaction of business with respect to the Fund. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker non-votes (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular proposal with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present.

Approval of the election of Class I Directors to the Board of Directors
(Proposal 1) will require the affirmative vote of a majority of the shares of
common stock present in person or by proxy at the Meeting. Approval of the
election of Preferred Directors to the Board of Directors (Proposal 2) will
require the affirmative vote of a majority of the shares of preferred stock
present in person or by proxy at the Meeting. Abstentions are treated as
present and will have the effect of a vote "against" each Proposal. Proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares on the Proposals will be voted "for" each Proposal.

In the event that the necessary quorum to transact business at the Meeting
is not obtained or a quorum is present at the Meeting but sufficient votes to
approve the proposals are not received, the proxy holders may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
Any adjournment will require the affirmative vote of a majority of those
shares present at the Meeting in person or by proxy. If the necessary quorum
is not obtained, the persons named as proxy holders will vote in favor of the
adjournment. If a quorum is present, the proxy holders will vote those proxies
required to be voted "for" a proposal with respect to which insufficient votes
for approval have been received, in favor of such adjournment, and will vote
those proxies required to be voted "against" a proposal, against adjournment.
A shareholder vote may be taken on any proposal prior to adjournment if
sufficient votes have been received for approval of that proposal.

The following table indicates which class of the Fund's shareholders is
being solicited with respect to each Proposal to be considered at the Meeting.

Solicitation of Vote
Solicitation of of
Vote of Preferred Stockholders
Common Stockholders (Series W-7)
------------------- ----------------------

Proposal 1:
Election of Class I Directors....... Yes No

Proposal 2:
Election of Preferred Directors..... No Yes

The Board of Directors has fixed the close of business on January 19, 2002
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment or postponement thereof.
Shareholders on the record date will be entitled to one vote for each share
held. As of January 19, 2002, the Fund had outstanding 9,266,209 shares of
common stock, par value $0.01 per share and 1,200 shares of Auction Market
Preferred Stock, Series W-7, par value $0.01 per share.

The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named on the enclosed proxy card to vote in
accordance with their best judgment.

The Fund will furnish, without charge, a copy of the Fund's annual report
for its fiscal year ended October 31, 2001, and any more recent reports, to
any Fund shareholder upon request. To request a copy, please call or write to
Investor Relations, Aberdeen Asset Management, 45 Broadway, 31st Floor, New
York, New York 10006, Telephone: 1-800-522-5465.

PROPOSAL 1: ELECTION OF CLASS I DIRECTORS

The Fund's Articles of Incorporation provide that the Board of Directors to
be elected by holders of the Fund's common stock will be divided into three
classes, as nearly equal in number as possible, each of whom, after a
transition period, will serve for three years with one class being elected
each year. Each year the term of office of one class will expire. The Board of
Directors of the Fund, including the Directors who are not interested persons
of the Fund, upon the recommendation of the Fund's Nominating Committee which
is composed entirely of Directors who are not interested persons of the Fund,
has nominated David Lindsay Elsum, Laurence S. Freedman, E. Duff Scott, and
Sir David Rowe-Ham to serve as Class I Directors for a three-year term to
expire at the Annual Meeting of Shareholders to be held in 2005 and until
their successors are duly elected and qualified. Messrs. Elsum, Freedman and
Scott were elected by shareholders to serve until the 2002 Annual Meeting. Sir
David Rowe-Ham was appointed to the Board by the Board of Directors, including
the Directors who are not interested persons of the Fund, upon the
recommendation of the Fund's Nominating Committee which is composed entirely
of Directors who are not interested persons of the Fund, to fill a vacancy on
the Board of Directors. The nominees have indicated an intention to serve if
elected and have consented to be named in this Proxy Statement.

It is the intention of the persons named on the enclosed proxy card to vote
for the election of the persons listed below under Class I for a three-year
term. The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such inability, the
proxies received will be voted for such substituted nominees as the Board of
Directors may recommend.

The following table sets forth certain information concerning each of the
Fund's nominees for election as a Director and each Director of the Fund. Each
of the Fund's nominees is currently a Director of the Fund.

Shares
Beneficially
Owned and
% of Total
Principal Occupations and Employment for Director Outstanding
Name and Address Past Five Years and Other Directorships Age Since on 10/31/01(1)
---------------- ---------------------------------------- --- -------- --------------

Class I
(Current Directors and Nominees for a Term
Expiring at the Annual Meeting to be held in 2005)

David Lindsay Elsum, A.M.++ Mr. Elsum has over 20 years of experience in 64 1992 694
9 May Grove investment and insurance markets. He was a member
South Yarra, Victoria 3141 of the Corporations and Securities Panel of the
Australia Australian Securities Commission to 2000 and a
member of the Australian Federal Government
Administrative Appeals Tribunal to 2001 and has
been a member of the State of Victoria Regulator-
General Appeal Panel since 2001. Previously, he
was founding Managing Director of Capel Court
Investment Bank and Chairman of Stodart Investment
Pty. Ltd., and subsequently, Chief Executive of
major public companies including The MLC Limited
(insurance) and President of the State of Victoria
Superannuation Fund (pension fund management).

Director, Aberdeen Australia Equity Fund, Inc.
(since 1985), Aberdeen Asia-Pacific Income Fund,
Inc. (since 1986) and Aberdeen Asia-Pacific Income
Investment Company Limited (since 1986); Chairman,
Audit Victoria (government statutory authority)
(from 1997-2000); Chairman, Melbourne Wholesale
Fish Market Pty. Ltd.; Chairman, Queen Victoria
Market Pty. Ltd. (municipal market); Director,
EquitiLink e-Link Fund Limited (investment
company); Director, Financial Planning Association
Limited (industry association); Director, Aberdeen
Leaders Limited (investment company).

Laurence S. Freedman* Mr. Freedman has over 35 years of experience in 58 1992 0
25 Lime Street, Suite 405 funds management with a focus on global investment
Sydney, N.S.W. 2000 analysis. Prior to founding EquitiLink in 1981, he
Australia was Director of Investment at BT Australia
Limited. Mr. Freedman's areas of fund management
specialization include investment in resource and
development companies, international economies and
the geo-political impact on investment markets. He
was Chairman of the Fund from 2000 to 2001 and
President of the Fund to 2001. He was founder of
the Fund's Investment Adviser, and until December
2000, he was Joint Managing Director of the Fund's
Investment Adviser and a Director of the Fund's
Investment Manager.

Chairman, (from 1995 to 2001), President (from 1985
to 2000) and Director (since 1985), Aberdeen
Australia Equity Fund, Inc.; Chairman (from 1995
to 2000), Vice President (from 1986 to 2001) and
Director (from 1986 to 2000), Aberdeen Asia-
Pacific Income Fund, Inc.; Joint Managing
Director, Aberdeen Asia-Pacific Income Investment
Company Limited (from 1986 to 2001); Director,
EquitiLink Limited (holding company) (from 1986 to
2000); Director, EquitiLink Holdings Limited
(holding company) (since 1998); Chairman (since
1987) and Joint Managing Director (from 1987 to
2000), Aberdeen Leaders Limited (investment
company); Joint Managing Director (from 1994 to
2000) and Director (since 1994), EquitiLink eLink
Limited (investment company); Director, Ten
Network Holdings Limited (television network)
(since 1998); Director, EIML Australia Pty.
Limited (investment company).

Sir David Rowe-Ham Sir David Rowe-Ham has been Chairman and Director of 66 2001 0
140 Piccadilly Brewin Dolphin Holdings PLC, a fund manager and
London stockbroker listed on the L.S.E., since 1992.
United Kingdom W1J7NS
Director, Aberdeen Australia Equity Fund, Inc.
(since 2001); Chairman and Director, Roam
Investments Ltd. (investment company)(since 1984);
Chairman and Director, Olayan Europe Ltd.
(international trading and investment)(since
1989); Chairman and Director, Coral Products PLC
(plastics manufacturer)(since 1995); Chairman and
Director, BNP Paribas South Asia Investment Co.
Ltd. (trust management company)(since 1995);
President, The Crown Agents Foundation (Crown
agents)(since 1996); Director, St. David's
Investment Trust PLC (investment trust)(since
1996); Chairman and Director, Aspect Internet
Holdings Ltd. (solutions, design,
consultancy)(since 2000); Director, Chubb plc
(security company)(since 2000).

E. Duff Scott+ Mr. Scott is currently President of Multibanc 65 1992 5,000
8 Sunnydene Crescent Financial Corporation and Multibanc NT Financial
Toronto, Ontario M4N 3J6 Corporation, investment holding companies. He also
Canada serves as Chairman of QLT Phototherapeutics, a
biopharmaceutical company. Previously, he was
Chairman of Peoples Jewelers Corporation (retail
jeweler).

Director, Aberdeen Asia-Pacific Income Investment
Company Limited (since 1989); President, Multibanc
Financial Corporation and Multibanc NT Financial
Corporation (investment holding companies) (since
1990); Chairman, QLT Phototherapeutics
(biopharmaceuticals) (since 1991); Director, Perle
Systems, Inc. (computers) (since 1997); Director,
Lions Gate Entertainment (media)(since 2001);
Director, Becker Milk Company (real estate);
Director, Pene Falls Paper; Director, B Split
Corporation (split share company); Director, Telco
Split Co. (split share company); Director, Simmons
Income Trust.

Class II
(Term Expiring at the Annual Meeting to be held in 2003)

William J. Mr. Potter has extensive experience in investment 53 1992 0
Potter+++(degrees) banking and fund management, including senior
236 West 27th Street positions with Toronto Dominion Bank, Barclays
New York, NY 10001 Bank PLC and Prudential Securities, Inc. as well
as board of director positions with investment
funds involving over $20 billion in assets
beginning in 1983. Mr. Potter has been involved in
the Australia capital markets since 1974,
including management and board of director
positions with a noted Australian brokerage house.
Mr. Potter is President of a U.S. investment bank
and has securities licenses in the U.S. and
Canada. Mr. Potter also has securities
underwriting experience in various capital markets
with an emphasis on natural resources.

Director, Aberdeen Australia Equity Fund, Inc.
(since 1985), Aberdeen Asia-Pacific Income Fund,
Inc. (since 1986) and Aberdeen Asia-Pacific Income
Investment Company Limited (since 1986);
President, Ridgewood Group International Ltd.
(international consulting and merchant banking
company) (since 1989); President, Ridgewood
Capital Funding, Inc. (private placement
securities firm) (since 1989); Director,
International Panorama, Inc. (mining)(since 1994);
Director, National Foreign Trade Counsel (trade
association)(since 1985); Director, Alexandria
Bancorp (banking group in Cayman Islands)(since
1991); Director, Vanstone Investments
(software)(since 1990); Director, E.C. Power, Inc.
(energy company)(since 1996); Director, Serapec
S.A. (energy company)(since 1996).

Peter D. Sacks+++ Mr. Sacks' career has spanned 20 years in executive 56 1992 250
445 King Street West, positions in treasury management with CIBC, Chase
4th Floor Manhattan Bank and Midland Bank. He is currently
Toronto, Ontario M5V 1K4 President and Director of Toron Capital Markets,
Canada Inc., a company which he established in 1988 to
design and manage customized hedging solutions for
institutional clients with commodity risks and
currency and interest rate exposures.

Director, Aberdeen Australia Equity Fund, Inc.
(since 1999), Aberdeen Asia-Pacific Income Fund,
Inc. (since 1993) and Aberdeen Asia-Pacific Income
Investment Company Limited (since December 1998).

Hugh Young* Mr. Young has been in the financial services 43 2001 0
21 Church Street business since 1979. He has been an Executive
#01-01 Capital Square Director of Aberdeen Asset Management PLC (parent
Two company of the Fund's Investment Manager and
Singapore 049480 Investment Adviser) since 1991. He has also been
Managing Director of Aberdeen Asset Management
Asia Limited (affiliate of the Fund's Investment
Manager and Investment Adviser) since 1991 and
Managing Director of Aberdeen International Fund
Managers Limited (affiliate of the Fund's
Investment Manager and Investment Adviser) since
2000. He has been President of the Fund, of
Aberdeen Australia Equity Fund, Inc., and of
Aberdeen Asia-Pacific Income Fund, Inc. since
2001. He has been a Director of Aberdeen Asset
Management Limited (the Fund's Investment Adviser)
and Aberdeen Asset Managers (C.I.) Limited (the
Fund's Investment Manager) since 2001.

Director, Aberdeen Asset Management Holdings Limited
(since 2000); Director, Aberdeen Asia Total Return
(since 1998); Director, Aberdeen Asian Smaller
Companies Investment Trust PLC (since 1995);
Director, Aberdeen Emerging Asia Investment Trust
Limited (since 1990); Director, Aberdeen Asset
Management Asia Limited (since 1991); Director,
Aberdeen India Fund Limited (since 1996);
Director, Aberdeen Islamic Fund Managers Limited
(since 2000); Director, Aberdeen New Dawn
Investment Trust PLC (since 1989); Director,
Aberdeen New Thai Investment Trust PLC (since
1989); Director, Aberdeen International Fund
Managers Limited (since 1998); Director, Aberdeen
International Management Ireland Limited (since
2000); Director, Apollo Europe Fund Limited (since
1996); Director,

Apollo Investment Management Limited (since 1994);
Director, Apollo Hedge Fund Limited (since 1996);
Director, Apollo Japan Fund Limited (since 1995);
Director, Apollo Tiger Fund Limited (since 1994);
Director, Apollo Californian Fund Limited (since
1997); Director, JF Philippine Fund Limited (since
1991); Director, Phoenix Aberdeen International
Advisors LLC (since 1996); Director, Apollo
Protector Fund Limited (since 1994); Director,
Aberdeen Global (since 1998); Director, Aberdeen
PCC Limited (since 2000); Director, Aberdeen
Guernsey Limited (since 1999); Director, The
London Market Fund PLC (since 1999); Director,
Murray Goh Equity Private PTE Limited (since
2001); Director, Murray Johnstone Asia Limited
(since 2000); Senior Vice President, Phoenix-
Aberdeen Series Fund.

Class III
(Term Expiring at the Annual Meeting to be held in 2004)

Martin J. Gilbert* Mr. Gilbert is the Chief Executive and an Executive 46 2001 0
One Bow Churchyard Director of Aberdeen Asset Management PLC, which
London, United Kingdom was established in 1983 and is the parent company
EC4M 9HH of the Fund's Investment Manager and Investment
Adviser. He is one of the founding directors of
Aberdeen Asset Management PLC and has been
involved in the investment management industry
since 1982 after he qualified as a chartered
accountant. He has been Chairman of the Board of
the Fund and of Aberdeen Asia-Pacific Income Fund,
Inc. since 2001. He has been a Director of
Aberdeen Asset Management Limited (the Fund's
Investment Adviser) and Aberdeen Asset Managers
(C.I.) Limited (the Fund's Investment Manager)
since 2001.

Director, Aberdeen Asia-Pacific Income Investment
Company Limited (since 2000); Director, Aberdeen
Asset Management Holdings Limited (since 2000);
Director, Aberdeen Asian Smaller Companies
Investment Trust PLC (since 1995); Director,
Aberdeen Asset Management Asia Limited (since
1991); Director, Aberdeen Asset Management Ireland
Limited (since 1998); Director, Aberdeen Asset
Managers Jersey Limited (since 1999); Director,
Aberdeen Asset Managers Limited (since 1987);
Director, Aberdeen Celexa Property Investors UK &
Ireland Limited (since 2000); Director, Aberdeen
Convertible Income Trust PLC (since 1995);
Director, Aberdeen Development Capital PLC (since
1986); Director, Aberdeen Emerging Asia Investment
Trust Limited (since 1990); Director, Aberdeen
Emerging Economies

Investment Trust PLC (since 1993); Director,
Aberdeen Football Club PLC (since 1997); Director,
Aberdeen Fund Managers Inc. (since 1995);
Director, Aberdeen Global Fund (since 1998);
Director, Aberdeen Graham Asset Management Limited
(since 1999); Director, Aberdeen Growth VCT I PLC
(since 2001); Director, Aberdeen International
Fund Managers Limited (since 1998); Director,
Aberdeen International Fund PLC (since 1997);
Director, Aberdeen Private Investors Limited
(since 2001); Director, Aberdeen Property Asset
Managers Limited (since 2001); Director, Aberdeen
Property Investors International Limited (since
2001); Director, Aberdeen Umbrella Cash Fund PLC
(since 1998); Director, Aberdeen Unit Trust
Managers Limited (since 1987); Director, Aberdeen
Fund Managers Ireland Limited (since 2000);
Director, APFM Wind-Up Limited (since 1994);
Director, Argosy Asset Management Luxembourg SA
(since 1991); Director, Asset Value Investors
Limited (since 2001); Director, Balgranach
Properties Limited (since 1998); Director, Bogey
One Limited (since 1998); Director, Broadgate
Investment Trust PLC (since 1995); Director,
Chaucer Holdings PLC (since 1993); Director,
FirstGroup PLC (since 1995); Director, Grampian
Country Food Group Limited (since 1996); Director,
Healthcare Reform Investment Trust PLC (since
1996); Director, Inner Workings Group PLC (since
1999); Director, Jersey Phoenix Trust Limited
(since 1999); Director, Lombard International
Assurance SA (since 1991); Director, Murray
Johnstone Holdings Limited (since 2001); Director,
Murray Johnstone International Limited (since
2001); Director, Murray Johnstone Limited (since
2001); Director, Murray Johnstone Unit Trust
Management Limited (since 2001); Director, New
Asia (Isle of Man) Limited (since 1996); Director,
Phoenix Aberdeen International Advisors LLC (since
1996); Director, Primary Health Properties PLC
(since 1996); Director, Property Management
Employment Services Limited (since 2000);
Director, Property Partners (Two Rivers) Limited
(since 2001); Director, Property Partners
(Whitgift) Limited (since 2000); Director, Regent
Property Partners (Residential) Limited (since
2000); Director, Regent Property Partners (Retail
Parks) Limited (since 2000); Director, Regent
Retail Parks (St. John's Wolverhampton) Limited
(since 2001); Director, Scottish Medicine PLC
(since 1998); Director, Templar Hotels LTD (from
1985 to 1989, reappointed 1990); Director, Tenon
Nominees Limited (since 1987); Director, The
London Market Fund PLC (since 1999); Director, The
Taverners Trust PLC

(alternate) (since 2000); Director, Themis
Investment Management Limited (since 2000).

Neville J. Miles(degrees) Mr. Miles has over 20 years of international 55 1999 550
2 Paddington Street investment banking experience. He was formerly
Paddington, N.S.W. 2021 head of Corporate Treasury at Westpac Banking
Australia Corporation and Managing Director of Ord Minnett
Securities Limited (stockbrokers). Mr. Miles has
extensive experience in the areas of corporate
acquisitions and equity offerings. He is currently
an investor and real estate developer.

Director, Aberdeen Australia Equity Fund, Inc.
(since 1996) and Aberdeen Asia-Pacific Income
Fund, Inc. (since 1996); Director, Aberdeen Asia-
Pacific Income Investment Company Limited;
Chairman and Director, MTM Funds Management
Limited (property trust) (since 1998); Director,
Aberdeen Leaders Limited (investment company) and
EquitiLink eLink Limited (investment company);
Executive Director, EL&C Ballieu Limited
(stockbroker) (from 1994 to 1997).

Warren C. Smith Mr. Smith is a Managing Editor with The Bank Credit 46 1992 6,800
1002 Sherbrooke St. West Analyst Research Group, independent publishers of
Suite 1600 financial market research. Since 1982, he has
Montreal, Quebec H3A 3L6 helped direct the firm's investment strategy, and
Canada has been editor of several U.S. and international
publications. He also has developed and edited new
institutional research products since 1989. Mr.
Smith lectures to investment groups around the
globe.

Managing Editor, BCA Publications Ltd. (financial
publications, including The Bank Credit Analyst)
(since 1982); Director, Aberdeen Asia-Pacific
Income Investment Company Limited (since 1993).

-------
* Directors considered by the Fund and its counsel to be persons who are
"interested persons" (which as used in this Proxy Statement is as
defined in the Investment Company Act of 1940, as amended (the "1940
Act")) of the Fund or of the Fund's Investment Manager or Investment
Adviser. Mr. Freedman is deemed to be an interested person because of
his ownership of securities of Aberdeen Asset Management PLC, the
parent company of the Fund's Investment Manager and Investment
Adviser. Messrs. Gilbert and Young are deemed to be interested persons
because of their affiliation with the Fund's Investment Manager and
Investment Adviser. See "Further Information Regarding Directors and
Officers--Relationship of Directors or Nominees with the Investment
Adviser and the Investment Manager."
+ Messrs. Potter, Sacks and Scott are members of the Audit and Valuation
Committee.
++ Messrs. Elsum, Potter and Sacks are members of the Contract Review
Committee.
(degrees) Messrs. Miles and Potter are members of the Nominating Committee.
(1) The information as to beneficial ownership as of October 31, 2001 is
based on statements furnished to the Fund by the Directors and
nominees. All shares listed in this table were owned with sole voting
and investment power. The Directors of the Fund representing the
common stock, as a group, owned less than one percent of the total
shares of common stock outstanding as of October 31, 2001 and no
shares of the Fund's preferred stock.

Please also see the information contained below under the heading "Further
Information Regarding Officers and Directors."

The Board of Directors recommends that holders of common stock vote FOR the
election of the four nominees to the Fund's Board of Directors.

PROPOSAL 2: ELECTION OF PREFERRED DIRECTORS

The Fund has outstanding 1,200 shares of Auction Market Preferred Stock,
Series W-7, with an aggregate liquidation preference of $30,000,000.

Section 18 of the Investment Company Act of 1940, as amended (the "1940
Act") requires that the holders of any preferred shares, voting separately as
a single class without regard to series, have the right to elect at least two
Directors at all times. The Board of Directors of the Fund, including the
Directors who are not interested persons of the Fund, upon the recommendation
of the Fund's Nominating Committee which is composed entirely of Directors who
are not interested persons of the Fund, has nominated Dr. Anton E. Schrafl and
John T. Sheehy to serve as Preferred Directors, representing exclusively the
holders of all series of the Fund's preferred stock until the Annual Meeting
of Shareholders to be held in 2003. The nominees have indicated an intention
to continue to serve if elected and have consented to be named in this Proxy
Statement.

It is the intention of the persons named in the enclosed proxy to vote for
the election of the persons listed below. The Board of Directors of the Fund
knows of no reason why either of these nominees will be unable to serve, but
in the event of any such inability, the proxies received will be voted for
such substituted nominees as the holders of preferred stock shall recommend,
and if no such recommendations are made, such substituted nominees as the
Board of Directors shall recommend.

The following table sets forth certain biographical information concerning
each of the nominees as a Preferred Director of the Fund.

Shares of
Common Stock
Beneficially
Owned and %
of Total
Outstanding
Principal Occupations and Employment for Director on
Name and Address Past Five Years and Other Directorships Age Since 10/31/01(1)
---------------- ---------------------------------------- --- -------- ------------

Dr. Anton E. Schrafl Dr. Schrafl is currently Deputy Chairman of Holcim 70 1993 0
Talstrasse 83 Limited, a global manufacturer and distributor of
CH-8001 Zurich cement and allied products. He also serves on the
Switzerland Board of Directors of Organogenesis, Inc., a
medical products company involved in
biotechnological tissue engineering, and Apogee
Technology, Inc., a manufacturer of digital
amplifiers.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1998);
Director, Aberdeen Asia-Pacific Income Investment
Company Limited.

John T. Sheehy++(degrees) Mr. Sheehy has over 30 years' experience in 59 1992 0
560 Sylvan Avenue investment banking with companies such as J. P.
Englewood Cliffs, NJ Morgan & Company and Bear, Stearns & Co. Inc. His
07632 specialty areas include securities valuation,
public offerings and private placements of debt
and equity securities, mergers and acquisitions
and management buyout transactions. He has been
Senior Managing Director of B.V. Murray and
Company (investment banking) since 2001.

Director, Aberdeen Australia Equity Fund, Inc.
(since 1985), Aberdeen Asia-Pacific Income Fund,
Inc. (since 1986) and Aberdeen Asia-Pacific Income
Investment Company Limited (since 1986); Member,
The Value Group LLC (private equity) (since 1997);
Director, Video City, Inc. (video retail
merchandising) (since 1997).

-------
++ Mr. Sheehy is a member of the Contract Review Committee.

(degrees) Mr. Sheehy is a member of the Nominating Committee.

(1) As of October 31, 2001, the Preferred Directors of the Fund as a
group owned no shares of the Fund's common or preferred stock.

Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."

The Board of Directors recommends that holders of preferred stock vote FOR
the election of the two nominees as Preferred Directors to the Fund's Board of
Directors.

FURTHER INFORMATION REGARDING DIRECTORS AND OFFICERS

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Section 30(h) of the 1940 Act, as applied to the Fund, require the Fund's
officers, Directors, the Investment Manager and Investment Adviser, affiliates
of the Investment Manager or Investment Adviser, and persons who beneficially
own more than 10% of a registered class of the Fund's outstanding securities
("Reporting Persons") to file reports of ownership of the Fund's securities
and changes in such ownership with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish the Fund with copies of all such filings.

Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end
reports were required for those persons, and except as provided in the
following sentences, the Fund believes that during the fiscal year ended
October 31, 2001, its Reporting Persons complied with all applicable filing
requirements. Following the acquisition of the Investment Adviser and the
Investment Manager by Aberdeen Asset Management PLC, Messrs. Martin Gilbert,
Hugh Young, Chris Fishwick, Christian Pittard, Richard Fabricius, Vincent
Parrott, and Ms. Ouma Sananikone, who became "affiliated persons" of the
Investment Manager and the Investment Adviser, filed

Form 3 Initial Statements of Beneficial Ownership of the Fund's securities
subsequent to 10 day period specified in the Form. Messrs. James Blair, Joe
Tham, Chong Yoon-Chou and Charles Macrae, and Ms. Melissa Hall, who
subsequently became "affiliated persons" of the Investment Adviser, filed Form
3 Initial Statements of Beneficial Ownership of the Fund's securities
subsequent to the 10 day period specified in the Form. Mr. Neville Miles filed
a Form 5 Annual Statement of Beneficial Ownership of Securities subsequent to
the 45 day period specified in the Form.

Committees and Board of Directors Meetings. The Board of Directors has a
standing Audit and Valuation Committee, composed entirely of Directors who are
not "interested persons" of the Fund or the Fund's Investment Manager or
Investment Adviser, within the meaning of the 1940 Act, and who are
"independent" as defined in the New York Stock Exchange listing standards. The
Audit and Valuation Committee reviews both the audit and non-audit work of the
Fund's independent public accountants, submits recommendations to the Board of
Directors as to the selection of independent public accountants, and reviews
compliance of the Fund with regulations of the SEC and the Internal Revenue
Service, and other related matters.

The Fund adopted an Audit Committee Charter on March 16, 2000, and on
December 11, 2001 amended this charter to be an Audit and Valuation Committee
Charter. The Audit and Valuation Committee has received the written
disclosures and the letter required by Independence Standards Board Standard
No. 1 from PricewaterhouseCoopers LLP ("PwC"), the Fund's independent
accountants, and has discussed with PwC its independence. The Audit and
Valuation Committee has also reviewed and discussed the audited financial
statements with Fund management and PwC, and discussed certain matters with
PwC required to be discussed by Statements on Auditing Standards No. 61. Based
on the foregoing, the Audit and Valuation Committee recommended to the Board
of Directors that the Fund's audited financial statements be included in the
Fund's Annual Report to Shareholders for the fiscal year ended October 31,
2001. The members of the Fund's Audit and Valuation Committee are Messrs.
William J. Potter, E. Duff Scott and Peter D. Sacks.

The Board of Directors also has a standing Contract Review Committee,
composed entirely of Directors who are not "interested persons" of the Fund or
the Fund's Investment Manager or Investment Adviser within the meaning of the
1940 Act. The Contract Review Committee reviews and makes recommendations to
the Board with respect to entering into, renewal or amendment of the
Management Agreement, the Advisory Agreement, the Administration Agreement,
the Investor Relations Services Agreement and other agreements. The members of
the Fund's Contract Review Committee are Messrs. David L. Elsum, William J.
Potter, Peter D. Sacks and John T. Sheehy.

The Board of Directors also has a standing Nominating Committee, composed
entirely of Directors who are not "interested persons" of the Fund or the
Fund's Investment Manager or Investment Adviser within the meaning of the 1940
Act. The Nominating Committee considers candidates for service as Fund
directors and remuneration to be paid to Fund directors. The Nominating
Committee will not consider nominees recommended by security holders. The
members of the Fund's Nominating Committee are Messrs. Neville J. Miles,
William J. Potter and John T. Sheehy.

During the Fund's fiscal year ended October 31, 2001, the Board of Directors
held four regularly scheduled meetings and one special meeting, the Audit
Committee held two meetings, the Contract Review Committee held one meeting,
and the Nominating Committee held one meeting. Each of the Directors then in
office (except Dr. Schrafl) attended at least 75% of the aggregate number of
meetings of the Board of Directors and of all the Committees of the Board on
which he served.

Officers of the Fund. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors are as follows: Hugh Young (age 43),
President (since 2001); Christian Pittard (age 28), Treasurer and Assistant
Secretary (since 2001); Michael Karagianis (age 38), Assistant Vice President
(since 2001); Beverley Hendry (age 48), Assistant Treasurer (since 2001);
Simon Bignell (age 40), Assistant Treasurer (since 2001); Timothy Sullivan
(age 40), Assistant Treasurer (since 2001); Roy M. Randall (age 65), Secretary
(since inception); Allan S. Mostoff (age 69), Assistant Secretary (since
inception); Sander M. Bieber (age 51), Assistant Secretary (since 1999); and
Margaret A. Bancroft (age 63), Assistant Secretary (since inception).

The respective principal occupations and employment during the past five
years of the Fund's officers are as follows: Hugh Young, as set forth above
under "Proposal 1: Election of Class I Directors;" Christian Pittard, Managing
Director (since 2001) of the Fund's Investment Manager, Treasurer and
Assistant Secretary (since 2001) of Aberdeen Commonwealth Income Fund, Inc.,
Aberdeen Australia Equity Fund, Inc. and Aberdeen Asia-Pacific Income Fund,
Inc., Managing Director (since 1998) of Aberdeen Graham Asset Management Ltd.
(affiliate of the Fund's Investment Manager and Investment Adviser), Chartered
Accountant (1994-1998), KPMG; Michael Karagianis, Assistant Vice President
(since 2001) of Aberdeen Commonwealth Income Fund, Inc., Aberdeen Australia
Equity Fund, Inc., and Aberdeen Asia-Pacific Income Fund, Inc., Director of
Economics and Investment Strategy (since 1999) of the Fund's Investment
Adviser, Director of Portfolio Investment (1995-1999) of County Investment
Management; Beverley Hendry, Executive Director (since 1991) of Aberdeen Asset
Management PLC (parent company of the Fund's Investment Manager and Investment
Adviser), Director (since 2001) of the Fund's Investment Manager, Chief
Executive Director (since 1995) of Aberdeen Fund Managers, Inc. (affiliate of
the Fund's Investment Manager and Investment Adviser), Director (since 2001)
of Aberdeen Asia-Pacific Income Fund, Inc.; Simon Bignell, Director (since
2001) of the Fund's Investment Manager, Director (1995-2001) of Kleinwort
Benson (Jersey) Fund Managers Limited (fund administration); Timothy Sullivan,
Managing Director (since 1999) of EquitiLink USA, Inc. (doing business under
the name Aberdeen Asset Management) (investor relations service provider and
affiliate of the Fund's Investment Manager), Vice President (1997-1999) of the
Bank of New York; Roy M. Randall, Partner of Stikeman, Elliott (law firm);
Allan S. Mostoff, Sander M. Bieber and Margaret A. Bancroft, Partners of
Dechert (law firm).

Messrs. Hugh Young and Christian Pittard serve as executive officers of the
Fund. As of October 31, 2001, the executive officers of the Fund owned no
shares of the Fund's common or preferred stock.

Relationship of Directors or Nominees with the Investment Adviser and the
Investment Manager. Aberdeen Asset Managers (C.I.) Limited serves as
investment manager to the Fund (the "Investment Manager") and Aberdeen Asset
Management Limited serves as investment adviser to the Fund (the "Investment
Adviser") pursuant to a management agreement dated December 22, 2000 and an
advisory agreement dated December 22, 2000, respectively. The Investment
Manager is a Jersey, Channel Islands corporation organized in October 1985
with its registered office located at 17 Bond Street, St. Helier, Jersey,
Channel Islands. The Investment Adviser is a wholly-owned subsidiary of
Aberdeen Asset Management Holdings Limited ("AAMHL"), an Australian
corporation. The registered offices of the Investment Adviser and AAMHL are
located at Level 6, 201 Kent Street, Sydney, N.S.W., Australia. Both the
Investment Manager and AAMHL are wholly-owned subsidiaries of Aberdeen Asset
Management PLC, a United Kingdom corporation. The registered offices of
Aberdeen Asset Management PLC are located at One Albyn Place, Aberdeen,
Scotland AB10 1YG.

Mr. Martin Gilbert, a Director of the Fund, also serves as a director of the
Investment Manager and the Investment Adviser, and as the Chief Executive and
an Executive Director of Aberdeen Asset Management PLC, the parent of the
Investment Manager and the Investment Adviser. Mr. Gilbert is a shareholder of
Aberdeen Asset Management PLC. Mr. Hugh Young, a Director and President of the
Fund, also serves as a director of the Investment Manager and the Investment
Adviser, and as an Executive Director of Aberdeen Asset Management PLC. Mr.
Young is a shareholder of Aberdeen Asset Management PLC.

Under the terms of an Investor Relations Services Agreement, EquitiLink USA,
Inc. (doing business under the name Aberdeen Asset Management), a wholly-owned
subsidiary of the Investment Manager, provides investor relations services to
the Fund for a monthly retainer of $4,000.

On December 22, 2000, all of the shares of the Investment Manager, of the
parent of the Investment Adviser, and of EquitiLink International (Channel
Islands) Limited ("EICIL") were transferred to Aberdeen Asset Management PLC,
pursuant to a Share Sale Agreement between Aberdeen on the one side, and
entities of which Messrs. Laurence S. Freedman and Brian M. Sherman are the
principal shareholders, and the shareholders of EICIL, on the other side.
Total consideration for the sale was US $80 million, subject to certain
adjustments. The consideration was paid in a combination of cash and

preference shares issued by Aberdeen. At the time of the execution of the
Share Sale Agreement, Messrs. Freedman and Sherman were directors and the
principal shareholders of the Investment Manager, and also served as,
respectively, Joint Managing Director, and Joint Managing Director and
Chairman, of the Investment Adviser. In connection with this sale, Messrs.
Freedman and Sherman resigned as Joint Managing Directors of the Investment
Adviser and as directors of the Investment Manager.

In 2001, entities of which Messrs. Freedman and Sherman are the principal
shareholders sold (i) 275,000 shares of the Fund's Common Stock to Real Estate
Opportunities Fund, a fund managed by an affiliate of the Fund's Investment
Manager and Investment Adviser, for $2,447,500, and (ii) 130,897 shares of the
Fund's Common Stock to American Monthly Income Trust Limited, a fund managed
by an affiliate of the Fund's Investment Manager and Investment Adviser, for
$1,164,983.

Compensation of Directors and Certain Officers. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended October 31,
2001. Officers of the Fund and Directors who are interested persons of the
Fund do not receive any compensation from the Fund or any other fund in the
fund complex. In the column headed "Total Compensation From Fund and
Associated Funds Paid to Directors," the number in parentheses indicates the
total number of boards in the fund complex on which the Director serves or
served at any time during the fiscal year ended October 31, 2001. In June
2001, the Board of Directors, upon the recommendation of the Fund's Nominating
Committee, approved an increase in the fees payable to each non-interested
director of the Fund from a $8,000 per year retainer fee, a fee of $1,000 per
meeting for attendance at in-person Board meetings, and a fee of $1,000 per
meeting for attendance at telephonic Board meetings, to an aggregate fee of
$16,000 per year. Members of the Fund's Audit Committee, Contract Review
Committee, and Nominating Committee receive a fee of $500 per committee
meeting attended, and the Chairman of each of these Committees receives an
additional fee of $500 per committee meeting attended.

Compensation Table
Fiscal Year Ended 10/31/01

Total
Pension or Compensation
Retirement Estimated From Fund
Aggregate Benefits Accrued Annual and Associated
Compensation As Part of Benefits Upon Funds Paid
Name of Director From Fund Fund Expenses Retirement to Directors
---------------- ------------ ---------------- ------------- --------------

David Lindsay Elsum..... $15,500 N/A N/A $53,625(3)
Laurence S. Freedman++.. 0 N/A N/A 0(3)
Martin J. Gilbert....... 0 N/A N/A 0(2)
Michael Gleeson-White*.. $ 2,110 N/A N/A $ 2,110(1)
Neville J. Miles........ $15,000 N/A N/A $54,125(3)
William J. Potter....... $17,500 N/A N/A $55,625(3)
Sir David Rowe-Ham...... $11,333 N/A N/A $24,208(2)
Peter D. Sacks.......... $16,500 N/A N/A $55,125(3)
E. Duff Scott........... $16,000 N/A N/A $16,000(1)
Brian M. Sherman*....... 0 N/A N/A 0(3)
Warren C. Smith......... $15,000 N/A N/A $15,000(1)
Hugh Young.............. 0 N/A N/A 0(2)
Preferred Directors:
Dr. Anton E. Schrafl.... $14,000 N/A N/A $32,375(2)
John T. Sheehy.......... $16,000 N/A N/A $57,125(3)

-------
++ Mr. Freedman is paid consulting fees by the Fund's Investment Manager equal
to the fees paid to independent directors of funds of which Mr. Freedman is
a director in the fund complex. For the fiscal year ended October 31, 2001,
the amount of the consulting fees paid to Mr. Freedman was an aggregate of
$23,560 with respect to the two funds of which Mr. Freedman is a director in
the fund complex, of which $11,870 was paid with respect to the Fund.

* Messrs. Gleeson-White and Sherman resigned from the Board of Directors
effective December 2000.

INFORMATION REGARDING INDEPENDENT ACCOUNTANTS

The Board of Directors of the Fund, upon recommendation of the Audit and
Valuation Committee, has selected PricewaterhouseCoopers LLP independent
accountants, to audit the financial statements of the Fund for the fiscal year
ending October 31, 2002.

During the fiscal year ended October 31, 2001, the fees for services
rendered by PwC were:

Financial Information Systems Design
Audit Fees and Implementation Fees All Other Fees*
---------- ------------------------------------ ---------------

$76,585 $ None $41,500

* This amount includes fees for services rendered by PwC to the Fund, the
Investment Manager and Investment Adviser, and entities controlling,
controlled by, or under common control with, the Investment Manager and
Investment Adviser that provide services to the Fund.

The Audit and Valuation Committee of the Fund has reviewed information
presented by the Fund's independent accountants that addressed the matters set
forth in Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees, and considered whether the provision of non-audit
services to the Fund and of professional services to the Fund's adviser and to
entities controlling, controlled by, and under common control with, the Fund's
adviser that provide services to the Fund is compatible with maintaining the
independence of the Fund's independent accountants.

Representatives from PwC are expected to be present at the Meeting and will
have the opportunity to respond to questions from shareholders and to make a
statement if they so desire.

The Fund knows of no direct or indirect interest of PwC in the Fund.

ADDITIONAL INFORMATION

Administrator. The Fund's administrator is Princeton Administrators, L.P.,
Box 9095, Princeton, NJ 08543.

Expenses. The expense of preparation, printing and mailing of the enclosed
proxy card and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the
Meeting, supplementary solicitation may be made by mail, telephone, telegraph
or personal interview. Such solicitation may be conducted by, among others,
officers, Directors and employees of the Fund, the Investment Manager, the
Investment Adviser or State Street Bank and Trust Company, the Transfer Agent
of the Fund. Georgeson Shareholder Communications, Inc. ("Georgeson") may be
retained to assist in the solicitation of proxies. If retained, Georgeson will
be paid approximately $3,500 by the Fund and the Fund will reimburse Georgeson
for its related expenses.

Solicitation and Voting of Proxies. Solicitation of proxies is being made
primarily by the mailing of this Proxy Statement with its enclosures on or
about January 30, 2002. As mentioned above, Georgeson may be engaged to assist
in the solicitation of proxies. As the meeting date approaches, certain
shareholders of the Fund may receive a call from a representative of Georgeson
if the Fund has not yet received their vote. Authorization to permit Georgeson
to execute proxies may be obtained by telephonic or electronically transmitted
instructions from shareholders of the Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. Management of the Fund believes that these procedures are reasonably
designed to ensure that the identity of the shareholder casting the vote is
accurately determined and that the voting instructions of the shareholder are
accurately determined.

In all cases where a telephonic proxy is solicited, the Georgeson
representative is required to ask the shareholder for such shareholder's full
name, address, social security number or employer identification number, title
(if the person giving

the proxy is authorized to act on behalf of an entity, such as a corporation),
the number of shares owned, and to confirm that the shareholder has received
the Proxy Statement in the mail. If the information solicited agrees with the
information provided to Georgeson by the Fund, then the Georgeson
representative has the responsibility to explain the process, read the
proposals listed on the proxy card, and ask for the shareholder's instructions
on each proposal. The Georgeson representative, although he or she is
permitted to answer questions about the process, is not permitted to recommend
to the shareholder how to vote, other than to read any recommendation set
forth in the Proxy Statement. Georgeson will record the shareholder's
instructions on the card. Within 72 hours, Georgeson will send the shareholder
a letter or mailgram to confirm the shareholder's vote and asking the
shareholder to call Georgeson immediately if the shareholder's instructions
are not correctly reflected in the confirmation.

If a shareholder wishes to participate in the Meeting of shareholders, but
does not wish to give a proxy by telephone, such shareholder may still submit
the proxy card originally sent with the Proxy Statement or attend in person.
Any proxy given by a shareholder, whether in writing, by telephone or via the
internet, is revocable. A shareholder may revoke the accompanying proxy or a
proxy given telephonically or via the internet at any time prior to its use by
filing with the Fund a written revocation or duly executed proxy bearing a
later date. In addition, any shareholder who attends the Meeting in person may
vote by ballot at the Meeting, thereby canceling any proxy previously given.

Beneficial Ownership. To the best of the Fund's knowledge, based upon
filings with the Securities and Exchange Commission as of July 18, 2001, the
only beneficial owner of more than five percent of the voting securities of
the Fund is:

Title of Name and Address of Number of Shares
Class Beneficial Owner Beneficially Owned Percent of Class
-------- ------------------- ------------------ ----------------

Common Stock, First Union Corporation 1,324,220 14.3%
par value One First Union Center
$0.01 per Charlotte, NC 28228-0137
share

Shareholder Proposals. If a shareholder intends to present a proposal at the
Annual Meeting of Shareholders of the Fund to be held in 2003 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the Secretary of
the Fund at the office of the Fund, 800 Scudders Mill Road, Plainsboro, New
Jersey 08536, and such proposal must be received by the Secretary no later
than October 2, 2002.

Shareholders wishing to present proposals at the Annual Meeting of
Shareholders of the Fund to be held in 2003 which they do not wish to be
included in the Fund's proxy materials must send written notice of such
proposals to the Secretary of the Fund at the office of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey 08536, and such notice must be received by
the Secretary no sooner than November 21, 2002 and no later than December 21,
2002 in the form prescribed in the Fund's By-Laws.

OTHER BUSINESS

The Board of Directors knows of no business to be brought before the Meeting
other than as set forth above. If, however, any other matters properly come
before the Meeting, it is the intention of the persons named on the enclosed
proxy card to vote such proxies on such matters in accordance with their best
judgment.

By Order of the Board of Directors,

Roy M. Randall, Secretary

800 Scudders Mill Road
Plainsboro, New Jersey 08536
January 30, 2002

PROXY PROXY

ABERDEEN COMMONWEALTH INCOME FUND, INC.

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- March 21, 2002

The undersigned hereby appoints Beverley Hendry, William J. Potter, and Timothy
Sullivan, and each of them, the proxy holders of the undersigned, with power of
substitution to each of them, to vote all shares of the common stock of Aberdeen
Commonwealth Income Fund, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of Aberdeen Commonwealth Income Fund, Inc. to be
held at the offices of Prudential Securities Incorporated, One Seaport Plaza,
New York, New York on March 21, 2002 at 1:00 p.m. (Eastern time), and at any
adjournment or postponement thereof. By signing this proxy card on the reverse
side, the undersigned authorizes the appointed proxy holders to vote in their
discretion on any other business which may properly come before the meeting or
any adjournments or postponements thereof.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- -------------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

--------------------------------------------------------------------------------
ABERDEEN COMMONWEALTH INCOME FUND, INC.
--------------------------------------------------------------------------------

COMMON STOCK

Mark box at right if an address change or comment has been noted [ ]
on the reverse side of this card.

--------------------------------
Date
--------------------------------
Please be sure to sign and date this Proxy.
--------------------------------------------------------------------------------

Shareholder sign here _______________ Co-owner sign here _________________

This proxy, when properly executed, will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Item 1.

(1) The election of four Directors to serve
as Class I Directors for a three-year term:

For All For All
Nominees Withhold Except

David Lindsay Elsum [ ] [ ] [ ]

Laurence S. Freedman [ ] [ ] [ ]

E. Duff Scott [ ] [ ] [ ]

Sir David Rowe-Ham [ ] [ ] [ ]

NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE NOMINEE(S).
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).

The appointed proxy holders will vote in their discretion on any other business
which may properly come before the meeting or any adjournments or postponements
thereof.

RECORD DATE SHARES:

PROXY PROXY

ABERDEEN COMMONWEALTH INCOME FUND, INC.

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- March 21, 2002

The undersigned hereby appoints Beverley Hendry, William J. Potter, and Timothy
Sullivan, and each of them, the proxy holders of the undersigned, with power of
substitution to each of them, to vote all shares of the Auction Market Preferred
Stock, Series W-7 of Aberdeen Commonwealth Income Fund, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
Aberdeen Commonwealth Income Fund, Inc. to be held at the offices of Prudential
Securities Incorporated, One Seaport Plaza, New York, New York on March 21, 2002
at 1:00 p.m. (Eastern time), and at any adjournment or postponement thereof. By
signing this proxy card on the reverse side, the undersigned authorizes the
appointed proxy holders to vote in their discretion on any other business which
may properly come before the meeting or any adjournments or postponements
thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- -------------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

AUCTION MARKET PREFERRED STOCK, SERIES W-7

Mark box at right if an address change or comment has been noted [ ]
on the reverse side of this card.

--------------------------------
Date
--------------------------------

Please be sure to sign and date this Proxy.
--------------------------------------------------------------------------------

Shareholder sign here ________________ Co-owner sign here_________________

This proxy, when properly executed, will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Item 2.

2. The election of two Directors to
represent the interests of the
holders of preferred stock for the
ensuing year:

For All For All
Nominees Withhold Except

Dr. Anton E. Schrafl [ ] [ ] [ ]

John T. Sheehy [ ] [ ] [ ]

NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME OF THE NOMINEE. YOUR
SHARES WILL BE VOTED FOR THE REMAINING NOMINEE.

The appointed proxy holders will vote in their discretion on any other business
which may properly come before the meeting or any adjournments or postponements
thereof.

RECORD DATE SHARES: