SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENTS
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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 Rule 14a-11(c) or Rule 14a-12
THE ASIA PACIFIC FUND, INC.
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.................................................................
2) Aggregate number of securities to which transaction applies:
.................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid: ................................................
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
THE ASIA PACIFIC FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The Asia
Pacific Fund, Inc. (the Fund) will be held on July 2, 1996, at 11:00 a.m., at
199 Water Street, New York, New York 10292, for the following purposes:
1. To elect three Directors.
2. To approve an amendment to the Articles of Incorporation to
increase the authorized Common Stock of the Fund.
3. To authorize the Board of Directors to approve from time to
time the investment by the Fund in additional Asian countries (excluding
Japan).
4. To ratify the selection of Deloitte & Touche LLP as
independent public accountants of the Fund for the fiscal year ending
March 31, 1997.
5. To consider and act upon any other business as may properly
come before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 27, 1996 as
the record date for the determination of stockholders entitled to vote at the
Meeting or any adjournment thereof.
S. Jane Rose
Secretary
Dated: May 28, 1996
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
<PAGE>
THE ASIA PACIFIC FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
---------------
PROXY STATEMENT
---------------
This Proxy Statement is furnished by the Board of Directors of The Asia
Pacific Fund, Inc. (the Fund) in connection with its solicitation of proxies for
use at the Annual Meeting of Stockholders to be held on July 2, 1996 at 11:00
a.m., at 199 Water Street, New York, New York 10292, the Fund's principal
executive office. The purpose of the Meeting and the matters to be acted upon
are set forth in the accompanying Notice of Annual Meeting.
The most recent annual report for the Fund is being mailed to stockholders
together with this Proxy Statement.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted for the election of Directors, for proposals 2 through 4, and if
any other business is presented at the meeting, in the best judgment of the
persons named as Proxies. A proxy may be revoked at any time prior to the time
it is voted by written notice to the Secretary of the Fund or by attendance at
the Meeting.
If sufficient votes to approve one or more of the proposed items are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting or represented by proxy. When voting on a proposed adjournment, the
persons named as proxies will vote for the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed to
disapprove the item, in which case such shares will be voted against the
proposed adjournment.
If a Proxy that is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a Proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary power), the shares represented thereby will be considered
not to be present at the Meeting for purpose of determining the existence of a
quorum for the transaction of business and be deemed not cast with respect to
such proposal. If no instructions are received by the broker or nominee from the
shareholder with reference to routine matters, the shares represented thereby
may be considered for purposes of determining the existence of a quorum for the
transaction of business and will be deemed cast with respect to such proposal.
Also, a properly executed and returned Proxy marked with an abstention will be
considered present at the Meeting for the purposes of determining the existence
of a quorum for the transaction of business. However, abstentions and broker
"non-votes" do not constitute a vote "for" or "against" the matter, but have the
effect of a negative vote on matters which require approval by a requisite
percentage of the outstanding shares.
The close of business on May 27, 1996 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 18,903,278 shares of Common Stock
outstanding and entitled to vote. Also on that date, no stockholder held of
record or beneficially 5% or more of the Fund's outstanding shares of Common
Stock. Each share will be entitled to one vote at the Meeting. It is expected
that the Notice of Annual Meeting, Proxy Statement and form of proxy will first
be mailed to stockholders of record on or about May 30, 1996.
1
<PAGE>
The expense of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of Prudential Mutual
Fund Management, Inc. (PMF). In addition, the Fund's Board of Directors has
authorized management to retain a proxy solicitation firm to assist in the
solicitation of proxies for the Meeting. Management has selected Shareholder
Communications Corporation as the proxy solicitation firm (the Proxy
Solicitation Firm). The cost of solicitation by the Proxy Solicitation Firm is
not expected to exceed $10,000 in fees and expenses and will be borne by the
Fund.
The Investment Manager of the Fund is Baring International Investment (Far
East) Limited, 1901 Edinburgh Tower, 15 Queens Road Central, Hong Kong, and the
Administrator of the Fund is Prudential Mutual Fund Management, Inc., One
Seaport Plaza, New York, New York 10292.
ELECTION OF DIRECTORS
(Proposal No. 1)
The Fund's By-Laws provide that the Board of Directors is divided into three
classes of Directors, as nearly equal in number as possible. Each Director
serves for a term of three years with one class being elected each year. Each
year the term of office of one class will expire.
At the Meeting, three Class I Directors will be elected to serve for the
ensuing three years, ending in 1999, and until their successors have been
elected and qualified. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of Messrs. Chaipravat, Downey and Morrell
(the nominees). Each of the nominees has consented to be named in this Proxy
Statement and to serve as a Director if elected. Each of the Class I nominees is
currently a Class I Director of the Fund and has previously been elected by
stockholders. The Board of Directors has no reason to believe that any of the
nominees named above will become unavailable for election as a Director, but if
that should occur before the Meeting, proxies will be voted for such persons as
the Directors may recommend. All of the Fund's Directors were previously elected
by stockholders. The affirmative vote of a plurality of all the votes cast at
the Meeting is required to approve the election of a nominee.
The following table sets forth certain information concerning each of the
nominees and each Director of the Fund.
INFORMATION REGARDING DIRECTORS
<TABLE>
<CAPTION>
Name, age, business experience Shares Owned at
during the past five years and other directorships Position with Fund May 17, 1996
-------------------------------------------------- ------------------ ---------------
Class I Directors
(Nominated to be Elected for Term Expiring 1999)
<S> <C> <C>
Olarn Chaipravat (51), President and Chief Executive Officer (since October Director -0-
1992), Director and Senior Executive Vice President (July 1990-September 1992)
and Senior Executive Vice President (September 1987-June 1990), The Siam
Commercial Bank, Public Company Limited, Thailand.
Michael J. Downey (52), Private Investor, previously, Chairman (August 1990-May Director 4,674
1993), Chief Executive Officer and Director (June 1987-May 1993) and President
of PMF (June 1987-July 1990); Director of Prudential Securities Group, Inc.
(July 1991-May 1993); President, Asset Management Group (July 1991-May 1993);
Executive Vice President, (May 1989-May 1993), Director (July 1985-June 1991)
and Senior Vice President (December 1983-May 1989) of Prudential Securities
Incorporated (PSI); Director, International Imaging Materials, Inc., The Merger
Fund, Value Asset Management, Inc. and The Simba Fund Limited.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name, age, business experience Shares Owned at
during the past five years and other directorships Position with Fund May 17, 1996
-------------------------------------------------- ------------------ ---------------
<S> <C> <C>
John A. Morrell (68), Principal, John Morrell & Associates; Director, Mercury Director -0-
International Investment Trust Ltd.; Govett Oriental Trust Plc; Govett Emerging
Markets Investment Trust Plc.; Govett High Income Investment Trust Plc; HCG
Lloyds Investment Trust Plc; Invesco Japan Discovery Trust Plc; Law Debenture
Corporation Plc.; Lowland Investment Company Plc; Johnson Fry Utilities trusts;
PRICOA Worldwide Investors Portfolio; Fidelity Asian Values Investment Trust;
The Romanian Fund and Fidelity Japan Values Trust; Member, Advisory Board to the
Trustees of the Atlantic Richfield Pension Fund. Previously, Executive Chairman,
Baring International Investment Ltd.; Director, Baring International Investment
(Far East) Ltd.; Baring Asset Management Ltd.; Drayton Asia Trust Ltd. and Inner
London Board of National Westminster Bank.
Class II Directors
(Term Expiring 1997)
Robert H. Burns (66), Chairman, Robert H. Burns Holdings Limited, Hong Kong; Director 28,000
previously, Chairman and Chief Executive Officer, Regent International Hotels,
Limited, Hong Kong.
Douglas Tong Hsu (50), Director and President, Far Eastern Textile Ltd., Taiwan; Director -0-
Director, the Baring Taiwan Fund Limited (since 1993).
*David G. P. Scholfield (52), Chairman, Baring Mutual Fund Management S.A.; President and 11,700
Director, International Fund Managers UK Limited; Baring Asset Management (C.I.) Director
Limited; European and Asian Fund Management S.A.; The Baring Chrysalis Fund
Limited; The Simba Fund Limited; The Baring Peacock Fund Limited; The Baring
Taiwan Fund Limited; World Value Fund SICAF and Divisional Director, Baring
International Investment Management Limited. Previously, Managing Director,
Baring International Asset Administration Limited and Baring Mutual Fund
Management (Ireland) Limited and Director, The Greater China Fund, Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name, age, business experience Shares Owned at
during the past five years and other directorships Position with Fund May 17, 1996
-------------------------------------------------- ------------------ ---------------
<S> <C> <C>
Class III Directors
(Term Expiring 1998)
*Robert F. Gunia (49), Director (since January 1989), Chief Administrative Vice President 1,200
Officer (since July 1990) and Executive Vice President, Treasurer and Chief and Director
Financial Officer (since June 1987), Prudential Mutual Fund Management, Inc.
(PMF) and Senior Vice President of PSI; Director (since February 1992),
Nicholas-Applegate Growth Equity Fund, Inc.
*David J. Brennan (38), Managing Director, Baring Asset Management Holdings Vice President -0-
Limited; Baring Asset Management Limited; Chairman, Baring Asset Management and Director
(Asia) Limited; Baring Asset Management (Asia) Holdings Limited; Baring
International Fund Managers Limited; and Baring International Investment (Far
East) Limited; Divisional Director, Baring International Investment Limited and
Baring International Investment Management Limited; Director, Austin Assets
Limited; Baring International Fund Managers (Bermuda) Limited; Baring Korea Fund
Limited.
Don G. Hoff (60), Chairman and Chief Executive Officer, Intertec, Inc. (since Chairman of 690
1975); Chairman and Chief Executive Officer, Electronic Hair Styling, Inc. the Board
(since 1995); Director, Prudential Global Fund, Inc.; Prudential Pacific and Director
Growth Fund, Inc.; Prudential Global Limited Maturity Fund, Inc. and The
Greater China Fund, Inc.
<FN>
- -----------------
*Indicates "interested" Directors of the Fund, as defined in the Investment Company Act of 1940, as amended (the Investment Company
Act). Messrs. Scholfield and Brennan are deemed to be "interested" Directors of the Fund, by reason of their affiliations with
Baring International Investment (Far East) Limited. Mr. Gunia is deemed to be an "interested" Director of the Fund, by reason of his
affiliation with PMF.
</FN>
</TABLE>
As of May 17, 1996, the Directors and officers of the Fund as a group
beneficially owned 46,264 (less than 1%) of the outstanding shares of Common
Stock of the Fund. The Fund pays each of its Directors who is not an affiliated
person (as defined in the Investment Company Act) of the Investment Manager or
the Administrator an annual fee of US$10,000, plus US$750 for each Board or
committee meeting attended. The Chairman of the Fund is paid an additional
amount of US$2,500 annually. The Fund reimburses all Directors for their
out-of-pocket travel expenses. For the fiscal year ended March 31, 1996,
Directors' fees and expenses amounted to $86,000 and approximately $91,000,
respectively. The Board of Directors does not have a compensation committee.
The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Investment Manager or the
Administrator and the aggregate compensation paid to such Directors for service
on the Fund's board and that of all other registered investment companies
managed by Baring International Investment (Far East) Limited or any of its
affiliates (Fund Complex) during the Fund's fiscal year ended March 31, 1996.
4
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
Total
Pension or Compensation
Retirement From Fund
Aggregate Benefits Accrued Estimated Annual and Fund
Compensation As Part of Fund Benefits Upon Complex Paid
Name and Position From Fund Expenses Retirement to Directors
----------------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C>
John A. Morrell-Director $13,500 None N/A $13,500(1)*
Robert Burns-Director $11,500 None N/A $11,500(1)*
Olarn Chaipravat-Director $13,000 None N/A $13,000(1)*
Michael J. Downey-Director $13,000 None N/A $13,000(1)*
Don G. Hoff-Director and Chairman $14,250 None N/A $24,250(2)*
Douglas Tong Hsu-Director $11,500 None N/A $11,500(1)*
Alfonso T. Yuchengco-Director+ $ 4,000 None N/A $ 4,000(1)*
<FN>
- ---------------
+Mr. Yuchengco was a Director until June 16, 1995.
*Indicates number of funds in Fund Complex (including the Fund) to which aggregate compensation relates.
</FN>
</TABLE>
There were two regularly scheduled meetings of the Fund's Board of Directors
for the fiscal year ended March 31, 1996. The Board of Directors has an Audit
Committee, which makes recommendations to the full Board of Directors with
respect to the engagement of the independent public accountants and reviews with
the independent public accountants the plan and results of the audit engagement
and matters having a material effect upon the Fund's financial operations. The
Audit Committee consists of the Directors who are not interested persons (as
such term is defined in the Investment Company Act) of the Fund, Messrs. Burns,
Chaipravat, Downey, Hoff, Morrell, and Tong Hsu. The Audit Committee met two
times during the fiscal year ended March 31, 1996. For the fiscal year ended
March 31, 1996, Robert Burns and Douglas Tong Hsu attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Directors and of the
Audit Committee. The Board of Directors does not have a nominating committee for
the selection of Directors.
Certain of the Directors of the Fund, including the nominees, reside outside
the United States, and substantially all the assets of such persons are located
outside the United States. It may not be possible, therefore, for investors to
effect service of process within the United States upon such persons or to
enforce against them, in United States courts or foreign courts, judgments
obtained in United States courts predicated upon the civil liability provisions
of the federal securities laws of the United States or the laws of the State of
Maryland. In addition, it is not certain that a foreign court would enforce, in
original actions or in actions to enforce judgments obtained in the United
States, liabilities against such persons predicated solely upon the federal
securities laws.
The executive officers of the Fund, other than as shown above, are: S. Jane
Rose, Secretary, having held such office since September 18, 1986; Eugene S.
Stark, Treasurer and Principal Financial and Accounting Officer, having held
such office since March 15, 1995; and Deborah A. Docs, Assistant Secretary,
having held such office since November 3, 1989. Ms. Rose is 50 years old and is
a Senior Vice President (since January 1991) and Senior Counsel (since June
1987) of PMF and Senior Vice President and Senior Counsel of PSI (since July
1992); prior thereto, she was First Vice President of PMF (June 1987-December
1990). Mr. Stark is 38 years old and is a First Vice President (since January
1989) of PMF and a First Vice President (since January 1992) of PSI. Ms. Docs is
38 years old and is a Vice President and Associate General Counsel (since
January 1993) of PMF and a Vice President and Associate General Counsel (since
January 1993) of PSI; prior thereto, she was an Associate Vice President
(January 1990-December 1992) and Assistant General Counsel (November
1991-December 1992) of PMF.
5
<PAGE>
APPROVAL OF AMENDMENT TO
ARTICLES OF INCORPORATION
(Proposal No. 2)
The Board of Directors proposes, subject to the approval of stockholders,
that the Fund's Articles of Incorporation be amended to increase the total
number of authorized shares of Common Stock from 20,000,000 shares (par value,
$.01) to 30,000,000 shares (par value, $.01). At May 27, 1996, 18,903,278 shares
of the 20,000,000 shares of Common Stock currently authorized by the Articles of
Incorporation were issued.
The purpose of the proposed amendment is to increase the total authorized
shares of Common Stock available for issuance, including issuance to permit
reinvestment of dividends and capital gains distributions. There are currently
only 1,096,722 shares of Common Stock available for issuance, and it is possible
that the Fund will run out of authorized shares for issuance upon reinvestment
of dividends and capital gains distributions in the near future if share capital
is not increased. The Fund does not currently contemplate issuing additional
shares of Common Stock other than for purposes of reinvestment of dividends and
capital gains distributions.
The Board of Directors has approved the amendment and has directed that it
be submitted to the Fund's stockholders for consideration at this Annual
Meeting. The Directors believe that the amendment is in the best interests of
the stockholders and the Fund.
The proposal to increase the authorized Common Stock must be approved by the
holders of a majority of the Fund's shares of Common Stock in accordance with
the Fund's Articles of Incorporation. The amendment will be effected as soon as
is practicable after stockholder approval.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
APPROVAL OF A CHANGE IN THE FUND'S INVESTMENT OBJECTIVE
TO AUTHORIZE THE BOARD OF DIRECTORS TO APPROVE
INVESTMENT IN ADDITIONAL ASIAN COUNTRIES (EXCLUDING JAPAN)
(Proposal No. 3)
At the request of the Fund's Investment Manager, the Board of Directors has
considered and approved, subject to stockholder ratification, an amendment to
the Fund's investment objective that would authorize the Board of Directors to
approve investment by the Fund in equity securities of additional Asian
countries (excluding Japan).
The Fund's current investment objective is:
long-term capital appreciation through investment primarily in
equity securities of companies in China, Hong Kong, India,
Indonesia, Malaysia, Pakistan, the Philippines, Singapore, South
Korea, Sri Lanka, Taiwan and Thailand (the "Asia Pacific
Countries"), consisting of (i) securities traded principally on
stock exchanges in the Asia Pacific Countries, (ii) securities of
companies that derive 50% or more of their total revenue from
either goods produced, sales made or services performed in the Asia
Pacific Countries, (iii) securities (including American Depositary
Receipts) of companies organized under the laws of an Asia Pacific
Country that are publicly traded on recognized securities exchanges
outside of the Asia Pacific Countries, and (iv) securities of
investment companies and trusts that invest principally in the
foregoing.
6
<PAGE>
If this proposal No. 3 is approved by stockholders, the revised investment
objective would be:
long-term capital appreciation through investment primarily in
equity securities of Asia Pacific Countries, consisting of (i)
securities traded principally on stock exchanges in the Asia
Pacific Countries, (ii) securities of companies that derive 50% or
more of their total revenue from either goods produced, sales made
or services performed in the Asia Pacific Countries, (iii)
securities (including American Depositary Receipts) of companies
organized under the laws of an Asia Pacific Country that are
publicly traded on recognized securities exchanges outside of the
Asia Pacific Countries, and (iv) securities of investment companies
and trusts that invest principally in the foregoing.
This amendment would be effected by changing the definition of "Asia Pacific
Countries," which is included in the statement of the Fund's investment
objective, to mean the current countries in which the Fund may invest and
additional Asian countries (excluding Japan) approved by the Board of Directors
of the Fund from time to time.
It is the policy of the Fund normally to invest at least 80% of the Fund's
total assets in equity securities of companies in the Asia Pacific Countries.
The Fund has no predetermined policy on the allocation of funds for investment
among such countries. Neither of these policies will change if this proposal is
approved.
Historically, it has been necessary for the Board of Directors to submit the
addition of each new Asian country deemed appropriate for investment by the Fund
to stockholders for their approval. This procedure may delay desirable expansion
of the Fund's investment mandate until the next annual meeting of stockholders
following approval by the Board of Directors unless the expense of holding a
special stockholders' meeting is to be incurred. If this proposal No. 3 is
approved, the Board of Directors would be provided with the ability to react in
a more timely manner to developments in the region that make it desirable to
expand the Fund's investment mandate (i.e., expand the definition of the "Asia
Pacific Countries") to include additional Asian countries (excluding Japan). The
Board of Directors believes that this amendment is in the best interest of
stockholders and recommends its approval.
The Board of Directors is not currently considering adding any additional
Asian countries to the definition of "Asia Pacific Countries." The Investment
Manager does, however, regularly consider the suitability of investments in
equity securities of companies in additional Asian countries, such as Vietnam.
If in the future, the Investment Manager believes it is appropriate for the Fund
to invest in these or any other Asian countries, it may so recommend to the
Board of Directors of the Fund. If the Board of Directors approves investment by
the Fund in such additional countries, they would be added to the definition of
Asia Pacific Countries. While the Fund does not expect that it will normally
give advance notice to stockholders of the approval by the Board of Directors of
investment in additional Asian countries the Fund will give notice of such
approval in subsequent semi-annual or annual reports to stockholders.
The proposed amendment of the Fund's investment objective requires the vote
of a majority of the Fund's outstanding voting securities (as defined in the
Investment Company Act). Under the Investment Company Act, a majority of the
outstanding voting securities is defined as the lesser of (i) 67% of the
outstanding shares represented at a meeting at which more than 50% of the
outstanding shares are present in person or represented by proxy, or (ii) more
than 50% of the outstanding shares. If the amendment is not so approved by
stockholders, the Fund's current investment objective will remain in effect.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 3.
7
<PAGE>
SELECTION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 4)
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected Deloitte & Touche LLP as independent public
accountants for the Fund for the fiscal year ending March 31, 1997. The
ratification of the selection of independent accountants is to be voted on at
the Meeting, and it is intended that the persons named in the accompanying proxy
vote for Deloitte & Touche LLP. No representative of Deloitte & Touche LLP is
expected to be present at the Meeting.
The Board of Directors' policy regarding engaging independent public
accountants' services is that management may engage the Fund's principal
independent public accountants to perform any service(s) normally provided by
independent public accounting firms. The Audit Committee reviews and approves
all services, substantially all of which are auditing services, provided by the
independent public accountants prior to their being rendered.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 4.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDERS' PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1997 must be received by the Fund on or before
February 1, 1997 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting. The mere submission of a proposal by a
stockholder does not guarantee that such proposal will be included in the proxy
statement because certain federal rules must be complied with before inclusion
of the proposal is required.
Dated: May 28, 1996 S. Jane Rose
Secretary
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
8
<PAGE>
PROXY THE ASIA PACIFIC FUND, INC. PROXY
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
Proxy for the Annual Meeting of Stockholders, July 2, 1996.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Deborah A. Docs, S. Jane Rose and David G.P.
Scholfield as Proxies, each with the power of substitution, and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of Common Stock of The Asia Pacific Fund, Inc. held of record by the
undersigned on May 27, 1996 at the Annual Meeting of Stockholders to be held on
July 2, 1996, or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned Stockholder. If no direction is made, this proxy will be voted
for Proposals 1 through 4 and if any other business is presented at the Meeting,
in the best judgment of the persons named as Proxies herein.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
(Left Column)
| X | PLEASE MARK VOTES
AS IN THIS EXAMPLE
For With- For All
hold Except
__ __ __
1.) Election of Directors. | | | | | |
Class I (Term Expiring in 1999) |__| |__| |__|
Olarn Chaipravat
Michael J. Downey
John A. Morrell
INSTRUCTION: To withhold authority for any individual nominee, mark the "For All
Except" box and strike a line through that nominee's name in the list above.
---------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- -----------Stockholder sign here-----------Co-owner sign here-------------------
<TABLE>
<S> <C> <C> <C>
(Right Column)
For Against Abstain
2.) To approve an Amendment to the Articles of Incorporation to increase the ___ ___ ___
authorized Common Stock of the Fund. | | | | | |
|___| |___| |___|
3.) To authorize the Board of Directors to approve from time to time investment ___ ___ ___
by the Fund in additional Asian countries (excluding Japan). | | | | | |
|___| |___| |___|
4.) To ratify the selection of Deloitte & Touche LLP as independent accountants ___ ___ ___
of the Fund for the fiscal year ending March 31, 1997. | | | | | |
|___| |___| |___|
5.) In their discretion, the Proxies are authorized to vote upon such other ___ ___ ___
business as may properly come before the Meeting. | | | | | |
|___| |___| |___|
</TABLE>
Mark box at right if address change has been noted on reverse side of this card.
RECORD DATE SHARES:
