Edgar Filing: ASIA PACIFIC FUND INC

The Asia Pacific Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number:		811-04710

Exact name of registrant as specified in charter:		The Asia Pacific Fund, Inc.

Address of principal executive offices:		Gateway Center 3,
		100 Mulberry Street,
		Newark, New Jersey 07102

Name and address of agent for service:		Deborah A. Docs
		Gateway Center 3,
		100 Mulberry Street,
		Newark, New Jersey 07102

Registrant’s telephone number, including area code:		973-367-7521

Date of fiscal year end:		3/31/2013

Date of reporting period:		3/31/2013

Item 1 – Reports to Stockholders

LOGO

ANNUAL REPORT

March 31, 2013

LOGO

The Asia Pacific Fund, Inc.

Contents


Share Price, Net Asset Value and Distribution History			2
The Fund’s Management			3
Report of the Investment Manager			4
Portfolio of Investments			10
Statement of Assets and Liabilities			15
Statement of Operations			16
Statement of Changes in Net Assets			17
Notes to Financial Statements			18
Financial Highlights			25
Report of Independent Registered Public Accounting Firm			27
Tax Information			28
Dividend Reinvestment Plan			29
Miscellaneous Information			30
Directors and Officers of the Fund			32

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that The Asia Pacific Fund, Inc. (the “Fund”) may purchase, from time to time, shares of its common stock at market prices.

This report, including the financial statements herein, is transmitted to the shareholders of the Fund for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

The Asia Pacific Fund, Inc.

Gateway Center Three

100 Mulberry Street

Newark, NJ 07102-4077

For general information on the Fund, please call (toll-free) the Pristine Advisers, our shareholders’ servicing agent, at: 1-(888) 4-ASIA-PAC

Current information about the Fund is available on its website (http://www.asiapacificfund.com). This website includes monthly updates of the Fund’s performance and other data as well as the Manager’s quarterly presentation of performance and asset allocations and comments on the current Asian outlook.

The Fund’s CUSIP number is 044901106.

The Asia Pacific Fund, Inc.

Share Price, Net Asset Value and Distribution History (Unaudited)



Quarter End	Closing Price at Quarter End		Net Asset Value per Share at Quarter End		Dividends and Distributions During Quarter*
Financial Year 2012/2013
June	$	9.54	$	10.71		—
September		10.28		11.51		—
December		10.82		12.19		—
March		10.76		11.92		—

Financial Year 2011/2012
June	$	12.12	$	13.21		—
September		9.36		10.00		—
December		9.40		10.37		—
March		10.58		11.67		—

Financial Year 2010/2011
June	$	9.19	$	10.08		—
September		11.02		12.10		—
December		11.95		12.94		—
March		11.83		13.06		—

Financial Year 2009/2010
June	$	8.38	$	8.89		—
September		9.68		10.24		—
December		10.40		11.08		—
March		9.95		10.97		—

Financial Year 2008/2009
June	$	17.97	$	19.81		—
September		13.22		15.21		—
December		6.42		6.98	$	5.10
March		6.23		6.75		—

*	Total per share distributions over the 5 years to March 31, 2013 amounted to $5.10. Total per share distributions over the Fund’s life (commencement of operations: May 4, 1987) have amounted to $30.78.

The Asia Pacific Fund, Inc.

The Fund’s Management

Directors

Michael J. Downey, Chairman

Jessica M. Bibliowicz

Robert H. Burns

Robert F. Gunia

Duncan M. McFarland

David G. P. Scholfield

Nicholas T. Sibley

Officers

Brian A. Corris, President

Grace C. Torres, Vice-President

M. Sadiq Peshimam, Treasurer and Chief Financial Officer

Deborah A. Docs, Secretary and Chief Legal Officer

Andrew R. French, Assistant Secretary

Valerie M. Simpson, Chief Compliance Officer

Theresa C. Thompson, Deputy Chief Compliance Officer

Investment Manager

Baring Asset Management (Asia) Limited

1901 Edinburgh Tower

15 Queen’s Road Central

Hong Kong

Administrator

Prudential Investments LLC

Gateway Center Three

100 Mulberry Street

Newark, NJ 07102-4077

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Transfer Agent

Computershare Trust Company N.A.

P.O. Box 43011

Providence, RI 02940-3011

Independent Registered Public Accounting Firm

KPMG LLP

345 Park Avenue

New York, NY 10154

Legal Counsel

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

The Asia Pacific Fund, Inc.

Report of the Investment Manager (Unaudited)

for the fiscal year ended March 31, 2013

Overview

During the fiscal year ended March 31 2013, the Fund’s net asset value (NAV) per share rose by 2.1%.

This compares with an increase of 7.1% in the Fund’s reference benchmark, the MSCI All Countries (AC) Asia Ex-Japan Gross Index. By way of international comparison, the returns of the S&P 500 Price and MSCI World Gross indices were +11.4% and +12.5% respectively.

The top three performing major markets, as measured by the MSCI country indices in US dollar terms over the period, were the Philippines (+44.4%), Thailand (+22.7%) and Hong Kong (+17.0%). The major laggards were Korea (+1.8%), India (+2.3%) and Taiwan (+2.6%). There was mixed performance from Asian currencies. The Thai Baht and the Philippine Peso strengthened against the US dollar, while the Indian Rupee and the Indonesia Rupiah weakened.

2012 was a challenging year for most investors as macro and policy-related events drove significant volatility in equity markets. Nonetheless, equities rose in the second half of the year, despite earning downgrades. This was largely driven by the implementation of accommodative monetary policy by global central banks, particularly the US Federal Reserve and European Central Bank, which removed several major tail risks and increased liquidity in the banking system. Further, the ongoing economic recovery in the US helped mitigate the weakness in Europe and cyclical slowdown in China. Stepping into 2013, the Year of the Snake has brought a solid start for Asian markets. However, a degree of volatility persists due to uncertainty in Europe (such as the uncertain outcome to the Italian elections) and concerns over potential policy tightening in China and other Asian economies. Asia was generally stronger than European markets in the period, but lagged the performance of the US equity market.

Throughout the period under review, we pursued a strategy of constructing the portfolio around attractively valued companies which we believe have the ability to deliver long-term earnings growth. We also favor stocks which offer sustainable dividend growth in a low yield environment globally. We believe this strategy enables us to benefit from growth in Asia, while also offering some protection in what remains a relatively uncertain macro environment. We are also focused on beneficiaries of recovering economic growth across the region, most notably China.

The Fund underperformed its reference benchmark over the fiscal year. This was mainly due to overweight exposure in economically-sensitive stocks in China and Korea, as well as a lack of exposure to more defensive sectors such as Telecoms and Utilities. These losses were partly offset by positive stock selection contribution from consumption growth beneficiaries in ASEAN and Hong Kong.

The Asia Pacific Fund, Inc.

Table 1. Stock Market Performance

April 2012 – March 2013 (MSCI free indices on a gross basis in USD terms)



Country - Index	2Q 2012 %		3Q 2012 %		4Q 2012 %		1Q 2013 %		1 Yr to 03/31/2013 %
North Asia
Hong Kong		–4.9		12.5		5.7		3.5		17.0
China		–5.3		4.7		12.9		–4.5		6.9
Taiwan		–9.5		11.8		1.5		–0.2		2.6
Korea		–8.6		9.9		4.8		–3.2		1.8
ASEAN
Philippines		4.1		4.5		11.6		19.0		44.4
Thailand		–5.4		11.3		5.9		10.1		22.7
Indonesia		–7.0		7.5		1.1		13.4		14.7
Singapore		–3.8		10.6		3.2		3.0		13.1
Malaysia		–3.6		5.3		3.7		–0.9		4.3
South Asia
Sri Lanka		–9.6		25.0		–3.3		11.7		22.1
Vietnam		1.2		–8.2		3.4		15.6		11.0
India		–9.5		15.4		0.5		–2.6		2.3
Region MSCI AC Asia Ex-Japan Gross		–6.7		9.4		5.7		–0.4		7.4
Source: Baring Asset Management, Factset.

Table 2. Currency Market Performance vs USD (Month-ends)*

March 2012 – March 2013



Currency US$/Local rate	March 2012		June 2012		Sept 2012		Dec 2012		March 2013		12M Change (%)
North Asia
South Korean Won		1,133		1,145		1,111		1,071		1,113		1.8
Chinese Renminbi		6.30		6.35		6.28		6.23		6.21		1.3
Hong Kong Dollar		7.76		7.76		7.75		7.75		7.76		—
New Taiwan Dollar		29.51		29.89		29.31		29.04		29.90		–1.3
ASEAN
Thai Baht		30.85		31.76		30.78		30.59		29.29		5.3
Philippine Peso		42.94		42.14		41.72		41.06		40.81		5.2
Singapore Dollar		1.26		1.27		1.23		1.22		1.24		1.4
Malaysian Ringgit		3.06		3.18		3.06		3.06		3.10		–1.1
Indonesian Rupiah		9,144		9,393		9,570		9,638		9,718		–5.9
South Asia
Sri Lankan Rupee		128.25		133.90		129.43		127.70		126.75		1.2
Vietnamese Dong		20,850		20,905		20,885		20,840		20,950		–0.5
Indian Rupee		50.95		55.84		52.75		54.79		54.35		–6.3
Source: Baring Asset Management, Factset.

*	Rounded up to the nearest tenth of one percent

The Asia Pacific Fund, Inc.

Report of the Investment Manager (Unaudited)

continued

Chart 2. Performance of the Asia Pacific Fund’s NAV against its Benchmark Index*

LOGO

*	Investment involves risk and past performance figures shown are not indicative of future performance.

Note:

The chart above compares the growth of a $100 investment in the Asia Pacific Fund with a similar investment in the MSCI AC Asia Ex-Japan Gross Index (the “Index”), beginning with the start date of the index on December 31, 1987.

Source:

Baring Asset Management, Factset.

Performance

During the 12-month period ended March 31, 2013, the Fund’s NAV per share was up $0.25, rising from $11.67 to $11.92. In percentage terms, the Fund’s total return performance was +2.1%. This compares with an increase of +7.4% by the reference benchmark index, the MSCI AC Asia Ex-Japan Gross Index. The Fund’s share price rose by 1.7% over the period, from $10.58 to $10.76. As the portfolio carried forward losses in the fiscal year, the Fund did not pay a dividend.

Over the fiscal year to March 31, 2013, stock selection in China and Korea detracted value, caused by a number of specific stock holdings which underperformed. This was offset to some extent by positive stock selection contribution from ASEAN and Hong Kong, with our exposure to consumer stocks adding the most value. With regard to country allocation, increased exposure to selected ASEAN markets such as Thailand, Indonesia and the Philippines added value, while our cautious stance on Singapore detracted.

At the individual stock level, the top five stock contributors were Sino Thai Engineering (Thailand), Wharf (Hong Kong), Merida Industry (Taiwan), Minor International (Thailand) and Kalbe Farma

The Asia Pacific Fund, Inc.

(Indonesia). The top five stock detractors were Hyundai Heavy Industries (Korea), Phison Electronics (Taiwan), Hon Hai Precision (Taiwan), Dongfeng Motor (China) and GCL-Poly Energy (China).

Table 3. Performance of Asia Pacific Fund, the Region and Major World Markets* (on a gross (dividend reinvested) basis to March 31, 2013, in USD terms)



	1 Yr %		3 Yrs %		5 Yrs %		10 Yrs %
Asia Pacific Fund – NAV		2.1		8.7		1.1		300.2
Asia Pacific Fund – Price		1.7		8.1		0.3		305.8
MSCI AC Asia Ex-Japan		7.1		19.6		16.7		334.0
S&P Composite 500 (Price)		11.4		34.2		18.6		85.0
MSCI Europe		11.3		17.3		–7.0		167.2
MSCI Japan		8.8		11.0		–1.8		98.6

*	Investment involves risk. Past performance figures shown are not indicative of future performance.

Source: Baring Asset Management, Factset

Portfolio Strategy

Markets remained focused on macro factors such as the Eurozone debt crisis in the first quarter of the year. Closer to home, the uncertain outlook for growth in China also negatively impacted upon investor sentiment. Against this backdrop, Asian equity markets have generally lagged other global markets in recent months. Despite this, we believe Asia is still very strongly positioned in the long-term to benefit from a recovery in global and regional growth. In this environment, we believe rising domestic consumption in Asia remains an important secular theme. The rise of the middle income class in countries such as China and Indonesia will benefit companies in sectors such as the food & beverage, personal care products, medical & healthcare and hospitality.

Over the first half of the review period, we increased the Fund’s weighting in the Utilities and Telecoms sectors. Within the Telecoms sector, we selected market leaders with strong balance sheets, and a high and sustainable dividend yield.

In terms of country allocation, we continue to favour domestically focused markets in South East Asia—particularly in Indonesia and Thailand—and we remain underweight Malaysia and India on structural issues. In North Asia, we reduced our overweight exposure in China and Korea and added to Hong Kong and Taiwan due to bottom-up stock opportunities. After the strong market consolidation in September 2012, the Fund increased its weighting in Hong Kong/China and Korea, particularly in companies which are beneficiaries of the economic recovery globally and within Asia itself, most notably in the Technology sector. We also moderately increased exposure to India during this time.

The Asia Pacific Fund, Inc.

Report of the Investment Manager (Unaudited)

continued

Funding was provided by moderate trimming of holdings in South East Asia among other markets.

In terms of relative weightings to the benchmark index, the Fund placed emphasis on China, Indonesia and Thailand, while adopting a more cautious approach to Singapore and Malaysia.

Table 4. Asset Allocation at Quarter Ends (% of Fund’s Net Assets)*



Country	Mar 31, 2012 %		June 30, 2012 %		Sept 30, 2012 %		Dec 31, 2012 %		Mar 31, 2013 %
North Asia		79.4		70.7		75.7		80.4		68.4
Hong Kong/China		38.6		36.3		33.5		43.1		36.4
South Korea		24.2		22.9		18.8		18.9		17.0
Taiwan		16.6		11.5		23.4		18.4		15.0
ASEAN		16.6		16.8		22.0		17.3		21.3
Indonesia		5.0		4.6		5.3		5.9		8.8
Philippines		0.0		1.1		1.6		1.0		1.8
Malaysia		2.7		3.1		2.7		1.5		1.0
Singapore		4.9		3.4		7.6		4.2		4.1
Thailand		4.0		4.6		4.8		4.7		5.6
South Asia		8.9		7.3		9.7		9.9		9.3
India		7.4		5.9		8.1		9.0		8.3
Sri Lanka		0.8		0.7		1.0		0.9		1.0
Vietnam		0.7		0.7		0.6		0.0		0.0
Cash & Others		–4.9		5.2		–7.4		–7.6		1.0

*	Rounded up to the nearest tenth of one percent

Outlook

Risk factors such as the European financial crisis and concerns over China’s growth trajectory could weigh on markets in the short-term. However, while the implementation of reforms in China could drive some volatility, most would agree it will likely be positive in the long-term as the authorities shift the economy away from exports and towards consumption. The outlook for corporate earnings will be a key factor in stock and market performance as observers look for signs that an improving global/local growth outlook is being translated into better corporate earnings for Asia. The Fund remains focused on key long-term growth themes such as beneficiaries of rising Asian consumption and companies that we believe should deliver strong and sustainable dividend growth.

Baring Asset Management (Asia) Limited

April 15, 2013

[THIS PAGE INTENTIONALLY LEFT BLANK]

The Asia Pacific Fund, Inc.

Portfolio of Investments

March 31, 2013


Shares		Description		Value (Note 1)
		LONG-TERM INVESTMENTS – 99.0%

		EQUITIES

		CHINA (INCLUDING HONG KONG SAR) – 36.4%
	647,000	AIA Group Ltd. (Diversified Financials)	$		2,833,863
	115,000	Cheung Kong Holdings Ltd. (Real Estate – Developers)			1,697,767
	486,800	China Pacific Insurance Group Co. Ltd. (Class “H” Shares) (Insurance)			1,602,275
	1,042,000	China Petroleum & Chemical Corp. (Class “H” Shares) (Energy)			1,226,901
	2,270,500	China Railway Construction Corp. Ltd. (Class “H” Shares) (Industrials)			2,152,756
	946,000	China Resources Land Ltd. (Real Estate – Developers)			2,644,518
	2,352,000	Chongqing Rural Commercial Bank* (Class “H” Shares) (Banking)			1,257,422
	1,128,500	CITIC Securities Co. Ltd. (Class “H” Shares) (Diversified Financials)			2,439,434
	6,443,000	GCL Poly Energy Holdings Ltd. (Semiconductors & Semiconductor Equipment)			1,311,417
	2,425,000	Goodbaby International Holdings Ltd. (Consumer Discretionary)			1,424,532
	2,074,000	Huaneng Power International, Inc. (Class “H” Shares) (Utilities)			2,212,252
	5,931,000	Industrial & Commercial Bank of China Ltd. (Class “H” Shares) (Banking)			4,156,449
	2,340,000	Lenovo Group Ltd. (Technology Hardware & Equipment)			2,324,159
	1,737,000	Melco International Development Ltd. (Consumer Discretionary)			3,007,424
	161,000	Ping An Insurance Group Co. of China Ltd. (Class “H” Shares) (Insurance)			1,248,584
	401,600	Sands China Ltd. (Consumer Discretionary)			2,082,357
	9,529,000	Semiconductor Manufacturing International Corp.* (Semiconductors & Semiconductor Equipment)			564,678
	1,018,500	Shimao Property Holdings Ltd. (Real Estate – Developers)			1,954,982
	2,024,000	Sino Biopharmaceutical (Healthcare)			1,413,206
	4,150,000	Sinopec Shanghai Petrochemical Co. Ltd. (Class “H” Shares) (Materials)			1,823,048
	394,400	Sinopharm Group Co. Ltd. (Class “H” Shares) (Healthcare)			1,272,741
	87,800	Tencent Holdings Ltd. (Software & Services)			2,791,485
	157,000	Wharf Holdings Ltd. (Real Estate – Developers)			1,399,592

					44,841,842


		INDIA – 8.3%
	71,539	Axis Bank Ltd. (Banking)			1,712,066
	29,375	Dr. Reddy’s Laboratories Ltd. (Healthcare)			954,755

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.


Shares		Description		Value (Note 1)
	123,016	HDFC Bank Ltd. (Banking)	$		1,415,420
	93,962	Housing Development Finance Corp. (Diversified Financials)			1,428,447
	94,567	ICICI Bank Ltd. (Banking)			1,818,609
	18,597	Infosys Ltd. (Software & Services)			988,652
	196,772	Tata Motors Ltd. (Consumer Discretionary)			974,447
	234,071	Zee Entertainment Enterprises Ltd. (Consumer Discretionary)			906,352

					10,198,748


		INDONESIA – 8.8%
	5,870,000	PT ACE Hardware Indonesia Tbk (Consumer Discretionary)			501,374
	1,408,500	PT Astra International Tbk (Consumer Discretionary)			1,145,063
	24,219,454	PT Kalbe Farma Tbk (Healthcare)			3,090,520
	1,518,000	PT Matahari Department Store Tbk* (Consumer Discretionary)			1,718,343
	2,564,500	PT Mitra Adiperkasa Tbk (Consumer Discretionary)			2,401,538
	1,077,000	PT United Tractors Tbk (Industrials)			2,017,124

					10,873,962


		MALAYSIA – 1.0%
	229,100	CIMB Group Holdings Bhd (Banking)			565,999
	737,984	Sapurakencana Petroleum Bhd* (Energy)			714,985

					1,280,984


		PHILIPPINES – 1.8%
	671,400	Ayala Land, Inc. (Real Estate – Developers)			537,975
	352,750	Jollibee Foods Corp. (Consumer Discretionary)			1,089,108
	205,900	Universal Robina Corp. (Consumer Staples)			570,123

					2,197,206


		SINGAPORE – 4.1%
	985,000	CapitaLand Ltd. (Real Estate – Developers)			2,803,282
	244,210	Keppel Corp. Ltd. (Industrials)			2,205,145

					5,008,427


		SOUTH KOREA – 17.0%
	8,700	Hyundai Mobis (Consumer Discretionary)			2,431,871
	3,675	Korea Zinc Co. Ltd. (Materials)			1,170,940
	24,598	LG Electronics, Inc. (Consumer Discretionary)			1,799,638
	1,308	Orion Corp. (Consumer Discretionary)			1,279,080
	5,804	Samsung Electronics Co. Ltd. (Semiconductors & Semiconductor Equipment)			7,877,081

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Portfolio of Investments

continued


Shares		Description		Value (Note 1)
	34,500	Samsung Heavy Industries Co. Ltd. (Industrials)	$		1,086,846
	142,900	SK Hynix, Inc.* (Semiconductors & Semiconductor Equipment)			3,756,808
	6,581	SK Innovation Co. Ltd. (Energy)			961,183
	3,331	SK Telecom Co. Ltd. (Telecommunication Services)			540,397

					20,903,844


		SRI LANKA – 1.0%
	728,273	Sampath Bank PLC (Banking)			1,292,218


		TAIWAN – 15.0%
	104,000	Asustek Computer, Inc. (Technology Hardware & Equipment)			1,236,418
	2,843,000	AU Optronics Corp.* (Technology Hardware & Equipment)			1,235,984
	191,000	Cheng Shin Rubber Industry Co. Ltd. (Consumer Discretionary)			542,931
	4,316,000	China Development Financial Holding Corp.* (Banking)			1,228,297
	133,000	Delta Electronics, Inc. (Technology Hardware & Equipment)			555,974
	146,000	Hiwin Technologies Corp. (Industrials)			1,074,158
	509,000	Hon Hai Precision Industry Co. Ltd. (Technology Hardware & Equipment)			1,407,718
	156,670	MediaTek, Inc. (Semiconductors & Semiconductor Equipment)			1,781,383
	293,550	Merida Industry Co. Ltd. (Consumer Discretionary)			1,767,043
	155,000	Phison Electronics Corp. (Semiconductors & Semiconductor Equipment)			1,254,410
	1,266,000	Taiwan Semiconductor Manufacturing Co. Ltd. (Semiconductors & Semiconductor Equipment)			4,233,760
	380,000	Transcend Information, Inc. (Semiconductors & Semiconductor Equipment)			1,230,131
	494,340	Uni-President Enterprises Corp. (Consumer Staples)			937,349

					18,485,556


		THAILAND – 5.6%
	164,100	Advanced Info. Service PCL (Telecommunication Services)			1,322,438
	171,200	Bangkok Bank PCL (Banking)			1,321,195
	2,125,680	Home Product Center PCL (Consumer Discretionary)			1,219,444
	1,712,400	Minor International PCL (Consumer Discretionary)			1,432,604
	770,528	Sino Thai Engineering & Construction PCL (Industrials)			730,140
	1,315,600	Supalai PCL (Real Estate – Developers)			934,420

					6,960,241

		Total long-term investments
		(cost $103,396,086)			122,043,028

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Shares

Description

Value
(Note 1)

SHORT-TERM INVESTMENT – 0.4%

MONEY MARKET MUTUAL FUND

UNITED STATES

507,633

JPMorgan Prime Money Market Fund/Premier

(cost $507,633)

507,633

Total Investments – 99.4%

(cost $103,903,719; Note 4)

122,550,661

Other assets in excess of liabilities – 0.6%

718,555

Net Assets – 100.0%

123,269,216

* Non income producing security.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1 – quoted prices generally in active markets for identical securities.

Level 2 – other significant observable inputs including, but not limited to, quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and amortized cost.

Level 3 – significant unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.

The following is a summary of the inputs used as of March 31, 2013 in valuing such portfolio securities:


	Level 1		Level 2		Level 3
Investments in Securities
Equities
China (including Hong Kong SAR)	$	44,841,842	$	—	$	—
India		10,198,748		—		—
Indonesia		10,873,962		—		—
Malaysia		1,280,984		—		—
Philippines		2,197,206		—		—
Singapore		5,008,427		—		—
South Korea		20,903,844		—		—
Sri Lanka		1,292,218		—		—
Taiwan		18,485,556		—		—
Thailand		2,753,799		4,206,442		—
Money Market Mutual Fund		507,633		—		—

Total	$	118,344,219	$	4,206,442	$	—

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Portfolio of Investments

continued

The industry classification of portfolio holdings and other assets in excess of liabilities shown as a percentage of net assets as of March 31, 2013 were as follows:


Consumer Discretionary	20.9	%
Semiconductors & Semiconductor Equipment	17.9
Banking	12.0
Real Estate – Developers	9.7
Industrials	7.5
Healthcare	5.5
Technology Hardware & Equipment	5.4
Diversified Financials	5.4
Software & Services	3.1
Energy	2.4
Materials	2.4
Insurance	2.3
Utilities	1.8
Telecommunication Services	1.5
Consumer Staples	1.2
Money Market Mutual Fund	0.4

	99.4
Other asset in excess of liabilities	0.6

Total	100	%

The Fund invested in derivative instruments (futures contracts and rights offerings) during the reporting period. The primary type of risk associated with these derivative instruments is equity risk. The effect of such derivative instruments on the Fund’s financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

The effects of derivative instruments on the Statement of Operations for the year ended March 31, 2013 are as follows:



Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures			Rights
Equity contracts	$	(2,012,611	)	$	—



Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Rights
Equity contracts	$	(10,487	)

For the year ended March 31, 2013, the Fund’s average value at trade date for short positions on futures contracts was $4,150,232.

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Statement of Assets and Liabilities

as of March 31, 2013


Assets
Investments, at value (cost $103,903,719)	$	122,550,661
Receivable for investments sold		1,327,364
Dividends and interest receivable		158,691
Prepaid expenses		52,844

Total assets		124,089,560


Liabilities
Payable for investments purchased		495,872
Accrued expenses and other liabilities		198,231
Investment management fee payable		99,725
Administration fee payable		26,516

Total liabilities		820,344

Net Assets	$	123,269,216


Net assets comprised:
Common stock, at par	$	103,441
Paid-in capital in excess of par		128,566,028

		128,669,469
Accumulated net investment loss		(491,371	)
Accumulated net realized loss on investment and foreign currency transactions		(23,552,963	)
Net unrealized appreciation on investments and foreign currencies		18,644,081

Net Assets, March 31, 2013	$	123,269,216


Net Asset Value per share:
($123,269,216 / 10,344,073 shares of common stock outstanding)	$	11.92

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Statement of Operations

Year Ended March 31, 2013


Net Investment Loss

Income
Dividends (net of foreign withholding taxes of $235,641)	$	2,216,344


Expenses
Investment management fee		1,125,973
Administration fee		294,990
Directors’ fees and expenses		256,000
Legal fees and expenses		207,000
Custodian’s fees and expenses		194,000
Insurance expenses		148,000
Reports to shareholders		120,000
Audit fees and expenses		46,000
Transfer agent’s fees and expenses		29,000
Registration expense		25,000
Loan interest and commitment fees (Note 6)		63,431
Miscellaneous		42,807

Total expenses		2,552,201

Net investment loss		(335,857	)


Realized and Unrealized Gain (Loss) on Investments, Foreign Currency and Futures Transactions
Net realized gain (loss) on:
Investment transactions		4,970,778
Foreign currency transactions		(272,489	)
Financial futures transactions		(2,012,611	)

		2,685,678

Net change in unrealized appreciation (depreciation) on:
Investments		202,258
Foreign currencies		2,444

		204,702

Net gain on investments, foreign currency and futures transactions		2,890,380

Net Increase in Net Assets Resulting From Operations	$	2,554,523

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Statement of Changes in Net Assets


		Year Ended March 31,
Increase (Decrease) in Net Assets		2013				2012

Operations
Net investment loss	$		(335,857	)	$		(487,978	)
Net realized gain on investments, foreign currency and futures transactions			2,685,678				1,006,545
Net change in unrealized appreciation (depreciation) on investments, foreign currencies and future transactions			204,702				(14,880,251	)

Net increase (decrease) in net assets resulting from operations			2,554,523				(14,361,684	)

Total increase (decrease)			2,554,523				(14,361,684	)

Net Assets:
Beginning of year	$		120,714,693		$		135,076,377

End of year	$		123,269,216		$		120,714,693

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Notes to Financial Statements

The Asia Pacific Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end, management investment company. The Fund’s investment objective is to achieve long-term capital appreciation through investment of at least 80% of investable assets in equity securities of companies in the Asia Pacific countries.

Note 1.

Accounting Policies

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

The Fund’s financial statements are prepared in accordance with U.S. generally accepted accounting principles, which may require the use of management estimates and assumptions. Actual results could differ from these estimates and assumptions.

Securities Valuation

The Fund holds portfolio securities and other assets that are fair valued at the close of each day the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Board of Directors has delegated fair valuation responsibilities to the Manager, Baring Asset Management (Asia) Limited, through the adoption of Valuation Procedures for valuation of the Fund’s securities. Under the current Valuation Procedures, a Valuation Committee is established and responsible for supervising the valuation of portfolio securities and other assets. The Valuation Procedures allow the Fund to utilize independent pricing vendor services, quotations from market makers and other valuation methods in events when market quotations are not readily available. A record of Valuation Committee’s actions is subject to review, approval and ratification by the Board at its next regularly scheduled quarterly meeting.

Various inputs are used in determining the value of the Fund’s investments, which are summarized in the three broad level hierarchies based on any observable inputs used as described in the table following the Fund’s Portfolio of Investments. The valuation methodologies and significant inputs used in determining the fair value of securities and other assets classified as Level 1, Level 2 and Level 3 of the hierarchy are as follows:

Common stock, exchange-traded funds and financial derivative instruments (including futures contracts and certain options contracts on securities), that are traded on a national securities exchange are valued at the last sale price as of the close of trading on the applicable exchange. Securities traded via NASDAQ are valued at the NASDAQ official closing price. To the extent these securities are valued at the last sale price or NASDAQ official closing price, they are classified as Level 1 of the fair value hierarchy.

The Asia Pacific Fund, Inc.

In the event there is no sale or official closing price on such day, these securities are valued at the mean between the last reported bid and asked prices, or at the last bid price in absence of an asked price. These securities are classified as Level 2 of the fair value hierarchy as these inputs are considered as significant other observable inputs to the valuation.

For common stocks traded on foreign securities exchanges, certain valuation adjustments will be applied when events occur after the close of the security’s foreign market and before the Fund’s normal pricing time. These securities are valued using pricing vendor services that provide adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 of the fair value hierarchy as the adjustment factors are considered as significant other observable inputs to the valuation.

Investments in open end, non-exchange-traded mutual funds are valued at their net asset value as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 as these securities have the ability to be purchased or sold at their net asset value on the date of valuation.

Securities and other assets that cannot be priced using the methods described above are valued with pricing methodologies approved by the Valuation Committee. In the event there are unobservable inputs used when determining such valuation, the securities will be classified as Level 3 of the fair value hierarchy.

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst, media or other reports or information regarding the issuer or the markets or industry in which it operates; other analytical data; and consistency with valuation of similar securities held by other funds managed by Baring Asset management (Asia) Limited. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

Foreign Currency Translation

The books and records of the Fund are maintained in United States dollars. Foreign currency amounts are translated into United States dollars on the following basis:

(i) market value of investment securities, other assets and liabilities—at the current rates of exchange.

The Asia Pacific Fund, Inc.

Notes to Financial Statements

continued

(ii) purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the fiscal period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of securities held at fiscal period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of portfolio securities sold during the fiscal period. Accordingly, these realized foreign currency gains or losses are included in the reported net realized gains or losses on investment transactions.

Net realized gains or losses on foreign currency transactions represent net foreign exchange gains or losses from sales and maturities of short-term securities, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net currency gains or losses from valuing foreign currency denominated assets, other than investment securities, and liabilities at fiscal period end exchange rates are reflected as a component of unrealized appreciation (depreciation) on investments and foreign currencies.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. companies as a result of, among other factors, the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

Stock Index Futures Contracts

A stock index futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery on a future date. Upon entering into a stock index futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount. This amount is known as the “initial margin.” Subsequent payments known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security. Such variation margin is recorded for financial statement purposes on a daily basis as unrealized gain or loss. When the contract expires or is closed, the gain or loss is realized and is presented in the Statement of Operations as net realized gain or loss on stock index futures contracts.

The Fund may utilize stock index futures contracts for hedging and investment purposes. Should market prices for the futures contracts or the underlying assets move in ways not anticipated by the Fund, losses may result. The use of futures contracts involves the risk of imperfect

The Asia Pacific Fund, Inc.

correlation in movements in the price of futures contracts and the underlying assets being hedged or the exposures desired by the Fund.

Securities Transactions and Net Investment Income

Securities transactions are recorded on the trade date. Realized and unrealized gains or losses from security and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income and expenses are recorded on an accrual basis. Expenses are recorded on the accrual basis which may require the use of certain estimates by management. Actual results may differ from such estimates.

Dividends and Distributions

Dividends from net investment income, if any, are declared and paid at least annually in a manner that qualifies for the dividends-paid deduction. The Fund’s current intention is to distribute at least annually any net capital gains in excess of net capital loss carryforwards in a manner that avoids income and excise taxes being imposed on the Fund. Dividends and distributions are recorded on the ex-dividend date. The Fund may choose to satisfy the foregoing by making distributions in cash, additional Fund shares, or both.

The Fund could determine in the future to retain net long-term capital gains in respect of any fiscal year without affecting the ability of the Fund to qualify as a regulated investment company. In that case, the Fund would be subject to taxation on the retained amount and shareholders subject to U.S. federal income taxation would be required to include in income for tax purposes their shares of the undistributed amount and would be entitled to credits or refunds against their U.S. federal income tax liabilities with respect to their proportionate shares of the tax paid by the Fund.

Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.

Taxes

It is the Fund’s current intention to continue to meet the requirements of the U.S. Internal Revenue Code of 1986, as amended (“the Code”) applicable to regulated investment companies and to distribute all of its taxable income and capital gain to shareholders.

Therefore, no federal income tax provision is required. If the Fund determines in the future to retain capital gains, the Fund will provide for all required taxes.

Withholding tax on foreign dividends and interest and foreign capital gains tax is accrued in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

The Asia Pacific Fund, Inc.

Notes to Financial Statements

continued

Note 2.

Investment Management and Administration Agreements

The Fund has a management agreement with Baring Asset Management (Asia) Limited (the “Investment Manager”) and an administration agreement with Prudential Investments LLC (the “Administrator”).

The investment management fee is computed weekly and payable monthly at the following annual rates: 1.00% of the Fund’s average weekly net assets up to $100 million and 0.70% of such assets in excess of $100 million.

The administration fee is also computed weekly and payable monthly at the following annual rates: 0.25% of the Fund’s average weekly net assets up to $200 million and 0.20% of such assets in excess of $200 million.

Pursuant to the agreements, the Investment Manager provides continuous supervision of the investment portfolio and the Administrator provides occupancy and certain clerical, administrative and accounting services for the Fund. The Investment Manager and the Administrator each pays the cost of compensation of certain officers of the Fund. The Fund bears all other costs and expenses.

Note 3.

Portfolio Securities

Purchases and sales of investment securities, other than short-term investments, for the year ended March 31, 2013 aggregated $222,628,685 and $232,364,691 respectively. 4,747 index futures contracts were bought and sold/closed with an aggregate value of $186.52 million and $188.52 million, respectively.

Note 4.

Distributions and Tax Information

Distributions to shareholders are determined in accordance with United States federal income tax regulations, which may differ from generally accepted accounting principles. In order to present accumulated net investment loss, accumulated net realized loss on investment and foreign currency transactions and paid-in capital in excess of par on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to accumulated net investment loss, accumulated net realized loss on investment and foreign currency transactions and paid-in capital in excess of par. For the year ended March 31, 2013, the adjustments were to decrease accumulated net investment loss by $194,450, decrease accumulated net realized loss on investment and foreign currency transactions by $41,191 and to decrease paid-in capital in excess of par by $235,641 due to differences in the treatment for book and tax purposes of certain transactions involving foreign securities and currencies, investments in

The Asia Pacific Fund, Inc.

passive foreign investment companies and other book to tax differences. Net investment loss, net realized gain and net assets were not affected by these adjustments.

In the absence of taxable earnings for the years ended March 31, 2013 and March 31, 2012, the Fund did not make any distributions to shareholders.

In addition, as of March 31, 2013, there were no distributable earnings on a tax basis.

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of March 31, 2013 were as follows:


Tax Basis		Appreciation		Depreciation			Net Unrealized Appreciation
$	104,049,235	$	20,892,430	$	(2,391,004	)	$	18,501,426

The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales.

The adjusted net unrealized appreciation on a tax basis was $18,498,565, which included other tax basis adjustments of $2,861 that were primarily attributable to appreciation/depreciation of foreign currencies.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), the Fund is permitted to carryforward capital losses incurred in the fiscal years ended March 31, 2012 and March 31, 2013 (“post-enactment losses”) for an unlimited period. Post-enactment losses are required to be utilized before the utilization of losses incurred prior to the effective date of the Act. As a result of this ordering rule, capital loss carryforwards related to taxable years ending before March 31, 2012 (“pre-enactment losses”) may have an increased likelihood to expire unused. The Fund utilized approximately $1,725,000 of its pre-enactment losses to offset net taxable gains realized in the fiscal year ended March 31, 2013. No capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses. As of March 31, 2013, the pre and post-enactment losses were approximately:


Post-Enactment Losses:	$	0

Pre-Enactment Losses:
Expiring 2017		8,052,000
Expiring 2018		15,355,000

	$	23,407,000

The Fund elected to treat certain late-year ordinary income losses of approximately $491,000 as having been incurred in the fiscal year ending March 31, 2014.

The Asia Pacific Fund, Inc.

Notes to Financial Statements

continued

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. The Fund’s U.S. federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the U.S. Internal Revenue Service and state departments of revenue.

Note 5.

Capital

There are 30 million shares of $0.01 par value common stock authorized.

Note 6.

Borrowings

The Fund currently is a party to a committed credit facility with a bank. The credit facility provides for a maximum commitment of $10,000,000 (prior to July 25, 2012: $20,000,000). Interest on any borrowings under the credit facility is at contracted market rates. The Fund pays a commitment fee on the unused portion of the facility. The commitment fee is accrued daily and paid quarterly. The Fund’s obligations under the credit facility are secured by substantially all the assets of the Fund. The purpose of the credit facility is to assist the Fund with its general cash flow requirements, including the provision of portfolio leverage.

During the year ended March 31, 2013, the Fund utilized the credit facility and had an average daily outstanding loan balance of $9,353,474 during the 331 day period that the facility was utilized, at an average interest rate of 0.69%. The maximum amount of loan outstanding during the period was $10,000,000. There was no balance outstanding at March 31, 2013.

Note 7.

New Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities.” The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not been determined.

The Asia Pacific Fund, Inc.

Financial Highlights


	Year ended March 31,
Per Share Operating Performance:	2013			2012
Net asset value, beginning of year		$11.67			$13.06

Net investment income (loss)		(0.03	)		(0.05	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		0.28			(1.34	)

Total from investment operations		0.25			(1.39	)

Less dividends and distributions:
Dividends from net investment income		—			—

Distributions paid from capital gains		—			—

Total dividends and distributions		—			—

Net asset value, end of year		$11.92			$11.67

Market value, end of year		$10.76			$10.58

Total investment return (a):		1.70	%		(10.57	)%



Ratios to Average Net Assets:
Total expenses (including loan interest) (c)		2.16	%(b)		2.15	%(b)
Net investment income (loss)		(0.28	)%		(0.40	)%

Supplemental Data:
Average net assets		$117,996,000			$123,601,000
Portfolio turnover rate		180%			137%
Net assets, end of year		$123,269,000			$120,715,000

(a)

Total investment return is calculated assuming a purchase of common stock at the current market value on the first day and a sale at the current market value on the last day of each fiscal year reported. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. These calculations do not include brokerage commissions.

(b)	The expenses ratios without loan interest expense would have been 2.11%, 2.15%, 2.00% and 2.21% for the fiscal years ended March 31, 2013, 2012, 2011 and 2010, respectively.

(c)	Does not include expenses of the underlying funds in which the Fund invests.

Shown above is selected data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for the years indicated. This information has been determined based upon information provided in the financial statements and market price data for the Fund’s share.

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Financial Highlights

continued


	Year ended March 31,
Per Share Operating Performance:	2011			2010			2009
Net asset value, beginning of year		$10.97			$6.75			$21.70

Net investment income (loss)		(0.06	)		(0.06	)		0.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.15			4.28			(9.97	)

Total from investment operations		2.09			4.22			(9.85	)

Less dividends and distributions:
Dividends from net investment income		—			—			(0.04	)

Distributions paid from capital gains		—			—			(5.06	)

Total dividends and distributions		—			—			(5.10	)

Net asset value, end of year		$13.06			$10.97			$6.75

Market value, end of year		$11.83			$9.95			$6.23

Total investment return (a):		18.89	%		59.71	%		(41.95	)%



Ratios to Average Net Assets:
Total expenses (including loan interest) (c)		2.01	%(b)		2.22	%(b)		1.95	%
Net investment income (loss)		(0.51	)%		(0.61	)%		0.79	%

Supplemental Data:
Average net assets		$120,668,000			$100,915,000			$151,467,000
Portfolio turnover rate		136%			184%			220%
Net assets, end of year		$135,076,000			$113,440,000			$69,864,000

See Notes to Financial Statements.

The Asia Pacific Fund, Inc.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

The Asia Pacific Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of The Asia Pacific Fund, Inc. (hereafter referred to as the “Fund”), including the portfolio of investments, as of March 31, 2013, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2013, by correspondence with the custodian, and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of March 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for the periods described in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

May 23, 2013

The Asia Pacific Fund, Inc.

Tax Information (Unaudited)

For the fiscal year ended March 31, 2013, the Fund made an election to pass through the maximum amount of the portion of the ordinary income dividends derived from foreign source income as well as any foreign taxes paid by the Fund in accordance with Section 853 of the U.S. Internal Revenue Code of the following amounts: $235,641 foreign tax credit from recognized foreign source income of $2,451,478.

In January 2014, shareholders will be advised on IRS Form 1099-DIV or Substitute Form 1099-DIV as to the federal tax status of dividends and distributions received in calendar year 2013.

The Asia Pacific Fund, Inc.

Dividend Reinvestment Plan (Unaudited)

Shareholders may elect to have all distributions of dividends and capital gains automatically re-invested in Fund shares (“Shares”) pursuant to the Fund’s Dividend Reinvestment Plan (“the Plan”). Shareholders who do not participate in the Plan will receive all distributions in cash paid by check in United States Dollars mailed directly to the shareholders of record (or if the shares are held in street or other nominee name, then to the nominee) by the custodian, as dividend disbursing agent. Shareholders who wish to participate in the Plan should complete the attached enrollment card or contact the Fund at 1-(800) 451-6788.

After the Fund declares a dividend or determines to make a capital gains distribution, if (1) the market price is lower than net asset value, the participants in the Plan will receive the equivalent in Shares valued at the market price determined as of the time of purchase (generally, following the payment date of the dividend or distribution); or if (2) the market price of Shares on the payment date of the dividend or distribution is equal to or exceeds their net asset value, participants will be issued Shares at the higher of net asset value or 95% of the market price.

There is no charge to participants for reinvesting dividends or capital gain distributions, except for certain brokerage commissions, as described below. The Plan Agent’s (Computershare Trust Company N.A.) fees for the handling of the reinvestment of dividends and distributions will be paid by the Fund. There will be no brokerage commissions charged with respect to shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends and distributions. The automatic reinvestment of dividends and distributions will not relieve participants of any federal income tax that may be payable on such dividends or distributions.

The Fund reserves the right to amend or terminate the Plan upon 90 days’ written notice to shareholders of the Fund.

Participants in the Plan may withdraw from the Plan upon written notice to the Plan Agent and will receive certificates for whole Shares and cash for fractional Shares.

The Asia Pacific Fund, Inc.

Miscellaneous Information (Unaudited)

Proxy Voting

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available:

•

Without charge, by calling the Fund’s toll-free telephone number (888) “ASIA-PAC”.

•

On the Securities and Exchange Commission website, http://www.sec.gov.

Information regarding the Fund’s proxy voting record for the 12-month period ending June 30 of each year is filed with the SEC on Form N-PX no later than August 31 of each year. The Fund’s Form N-PX is available without charge, upon request, by calling the Fund at its toll free number 1-(888) 4-ASIA-PAC and on the SEC’s website (http://www.sec.gov).

New York Stock Exchange and Securities and Exchange Commission Certifications

The Fund is listed on the New York Stock Exchange. As a result, it is subject to certain corporate governance rules and related interpretations issued by the Exchange. Pursuant to those requirements, the Fund must include information in this report regarding certain certifications.

The Fund’s President and Treasurer file certifications with the Securities and Exchange Commission regarding the quality of the Fund’s public disclosure. The certifications are made pursuant to Section 302 of the Sarbanes-Oxley Act (“Section 302 Certifications”). The section 302 Certifications are filed as exhibits to the Fund’s annual report on Form N-CSR, which include a copy of the annual report together with certain other information about the Fund.

Availability of Quarterly Portfolio Schedule

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s N-Q Forms are available on the Commission’s website at http://www.sec.gov. The Fund’s N-Q Forms may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330 (732-0330).

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The Asia Pacific Fund, Inc.

Directors and Officers of the Fund (Unaudited)

Information pertaining to the Directors of the Fund is set forth below. Directors who are not deemed to be “interested persons” of the Fund as defined in the Investment Company Act of 1940, as amended (the 1940 Act) are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Fund are referred to as “Interested Directors.” The “Fund Complex” consists of the Fund and any other investment companies managed by Baring Asset Management (Asia) Limited (the Investment Manager).

Independent Directors


Name, Address** and Age	Positions with Fund***	Term of Office*** and Length of Time Served

Jessica M. Bibliowicz (53)	Director (Class II)	Since 2006

Robert H. Burns (83)	Director (Class I)	Since 1986

Michael J. Downey (69)	Director and Chairman (Class I)	Since 1986 Since 1999

Robert F. Gunia (66)	Director (Class III)	Since 1989

The Asia Pacific Fund, Inc.


Principal Occupations During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director		Other Directorships Held by the Director****

Chief Executive Officer of National Financial Partners. (NYSE:NFP), an independent distributor of financial services products. Formerly, President and Chief Operating Officer of John A. Levin & Co., a registered investment advisor.		1

Chairman, Robert H. Burns Holdings Limited (an investment business), Hong Kong; formerly, Chairman and Chief Executive Officer, Regent International Hotels Limited, Hong Kong.		1

Private Investor.		1	Director, Alliance Capital L.P. Mutual Fund Complex (101 funds); Trustee, Merger Fund.

Independent Consultant (since October 2009); formerly Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of Prudential Investments LLC; formerly Executive Vice President (March 1999-September 2009) and Treasurer (May 2000-September 2009) of Prudential Mutual Fund Services LLC; formerly President (April 1999-December 2008) and Executive Vice President and Chief Operating Officer (December 2008-December 2009) of Prudential Investment Management Services LLC; formerly Chief Administrative Officer, Executive Vice President and Director (May 2003-September 2009) of AST Investment Services, Inc.;		1	Director of Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

The Asia Pacific Fund, Inc.

Directors and Officers of the Fund (Unaudited)

continued

Independent Directors continued


Name, Address** and Age	Positions with Fund***	Term of Office*** and Length of Time Served

Duncan M. McFarland (69)	Director (Class I)	Since 2005

David G. P. Scholfield (69)	Director (Class II)	Since 1988

Nicholas T. Sibley (74)	Director (Class III)	Since 2001

The Asia Pacific Fund, Inc.


Principal Occupations During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director		Other Directorships Held by the Director****

Formerly, Managing Partner and Chief Executive Officer, Wellington Management Company, LLP. (1994-2004); formerly Trustee, Financial Accounting Foundation (2001-2009).		1	Director of Gannett Co., Inc. and NYSE Euronext.

Chairman, Acru China+ and Taiwan Absolute Return Funds; Senior Independent Director, Thames River Multi-Hedge; Director, Bank of China HK RMB Bond Fund and Wealth Achieve Series; Trustee and Investment Committee Member of two UK-registered Charitable Trusts; formerly, Managing Director Bank of Bermuda, Hong Kong (1998-2004) and Bank of Bermuda Country Head, Asia (2001-2004).		1

Fellow of the Institute of Chartered Accountants in England and Wales; Chairman of Aquarius Platinum Ltd.		1	Director of Richland Resources Limited.

The Asia Pacific Fund, Inc.

Directors and Officers of the Fund (Unaudited)

continued

Information pertaining to the Officers of the Fund is set forth below.

Officers


Name, Address** and Age	Positions with Fund	Term of Office and Length of Time Served

Brian A. Corris (54)	President	Since 2007

Grace C. Torres (53)	Vice President	Since 2008

M. Sadiq Peshimam (49)	Treasurer and Chief Financial Officer Assistant Treasurer	Since 2008 2005-2008

Deborah A. Docs (55)	Secretary Chief Legal Officer Assistant Secretary	Since 1998 Since 2006 1989-1998

Andrew R. French (50)	Assistant Secretary	Since 2007

Valerie M. Simpson (54)	Chief Compliance Officer	Since 2007

Theresa C. Thompson (50)	Deputy Chief Compliance Officer	Since 2008

**	The address of the Directors and Officers is c/o: Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey, 07102-4077.

The Asia Pacific Fund, Inc.

Principal Occupations

During Past 5 Years

Director of Institutional Group of Baring Asset Management (since October 2005); formerly Head of Institutional Pension Funds at Isis Asset Management (2000-2005), previously worked at Citigroup Asset Management, Credit Lyonnaise Securities (USA), Indosuez Capital Securities, James Capel & Co and Barclays de Zoete Wedd Ltd.; President of the Greater China Fund, Inc. (since 2008)

Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of Prudential Annuities Advisory Services, Inc.; Treasurer and Principal Financial and Accounting Officer of The Greater China Fund, Inc. (since June 2007).

Assistant Treasurer and Vice President (since 2005) and Director (2000-2005) within Prudential Mutual Fund Administration.

Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI.; Chief Legal-Officer and Secretary of The Greater China Fund, Inc. (since January 2007).

Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PI; Vice President and Assistant Secretary of PMFS; and Assistant Secretary of The Greater China Fund, Inc. (since June 2007).

Chief Compliance Officer (since April 2007) of Prudential Investments and AST Investment Services, Inc.; formerly Vice President – Financial Reporting (June 1999-March 2006) for Prudential Life and Annuities Finance (2007-2009); Chief Compliance Officer of The Greater China Fund, Inc. (since June 2007).

Vice President, Compliance, PI (since April 2004); and Director, Compliance, PI (2001-2004); Deputy Chief Compliance Officer of The Greater China Fund, Inc. (since December 2007).

***	The Fund’s Charter and Bylaws 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.

****	This column includes all directorships of companies required to register, or file reports with the Commission under the Securities Exchange Act of 1934 (the Exchange Act) (i.e., “public companies”) and other investment companies registered under the 1940 Act.

Privacy Notice

This notice is being provided on behalf of the companies listed in this Notice. It describes how information about you is handled and the steps we take to protect your privacy. We call this information “customer data” or just “data.” If you have other Prudential products or relationships, you may receive a separate privacy notice describing the practices that apply to those products or relationships. If your relationship with us ends, we will continue to handle data about you the same way we handle customer data.

Protecting Customer Data

We maintain physical, electronic, and procedural safeguards to protect customer data. The only persons who are authorized to have access to it are those who need access to do their jobs. We require them to keep the data secure and confidential.

Information We Collect

We collect data you give us and data about the products and relationships you have with us, so that we can serve you, including offering products and services to you. It includes, for example:

•

your name and address,

•

income and Social Security number.

We also collect data others give us about you, for example:

•

medical information for insurance applications,

•

consumer reports from consumer reporting agencies, and

•

participant information from organizations that purchase products or services from us for the benefit of their members or employees, for example, group life insurance.

Sharing Data

We may share data with affiliated companies and with other companies so that they can perform services for us or on our behalf. We may, for example, disclose data to other companies for customer service or administrative purposes. We may disclose limited information such as:

•

your name,

•

address, and

•

the types of products you own

to service providers so they can provide marketing services to us.

We may also disclose data as permitted or required by law, for example:

•

to law enforcement officials,

•

in response to subpoenas,

•

to regulators, or

•

to prevent fraud.

We do not disclose data to Prudential affiliates or other companies to allow them to market their products or services to you. We may tell you about a product or service that a Prudential company or other companies offer. If you respond, that company will know that you were in the group selected to receive the information.

Annual Notices

We will send notices at least once a year, as federal and state laws require. We reserve the right to modify this policy at any time.

If you have questions about Prudential’s Privacy Notice please call us. The toll-free number is (800) 236-6848.

LOGO

Prudential, the Prudential logo and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

Your Financial Security, Your Satisfaction & Your Privacy

Privacy 0019 Ed. 8/2012

MUTU-D5077

Many Prudential Financial companies are required to send privacy notices to their customers. This notice is being provided to customers of the Prudential Financial companies listed below:

Insurance Companies and Separate Accounts

Prudential Insurance Company of America, The

Prudential Annuities Life Assurance Corporation

Pruco Life Insurance Company

Pruco Life Insurance Company of New Jersey

Prudential Retirement Insurance and Annuity Company (PRIAC)

PRIAC Variable Contract Account A

CG Variable Annuity Account I & II (Connecticut General)

Pruco Insurance Company of Iowa

All separate accounts that include the following names: Prudential, Pruco, and PRIAC

Insurance Agencies

Prudential Insurance Agency, LLC

Broker-Dealers and Registered Investment Advisers

AST Investment Services, Inc.

Prudential Annuities Distributors, Inc.

Global Portfolio Strategies, Inc.

Pruco Securities, LLC

Prudential Investment Management, Inc.

Prudential Investment Management Services LLC

Prudential Investments LLC

Bank and Trust Companies

Prudential Bank & Trust, FSB

Prudential Trust Company

Investment Companies and Other Investment Vehicles

Asia Pacific Fund, Inc., The

Greater China Fund Inc., The

Prudential Investments Mutual Funds

Prudential Capital Partners, L.P.

Target Asset Allocation Funds

Target Portfolio Trust, The

Advanced Series Trust

The Prudential Series Fund

All funds that include the Prudential name

MUTU-D5077

LOGO

155 Bishopsgate, London EC2M 3XY

Telephone +44 (0)20-7628 6000

Facsimile +44 (0)20-7638 7928

Internet www.barings.com

• LONDON • BOSTON • FRANKFURT •

• GUERNSEY • HONG KONG •

• PARIS • SAN FRANCISCO •

• TAIPEI • TOKYO • TORONTO •

• VIENNA •

APBA

Item 2 – Code of Ethics — See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 973-367-7521, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Mr. Robert F. Gunia, member of the Board’s Audit Committee is an “audit committee financial expert” and that he is “independent” for purpose of this Item.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended March 31, 2013 and March 31, 2012, KPMG, the Registrant’s principal accountant, billed the Registrant $46,000 and $40,800, respectively for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

None.

(d) All Other Fees

None.

(e) (1) Audit Committee Pre-Approval Policies and Procedures

The Audit committee must pre-approve, or adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors, including applicable non-audit services provided to the Company’s investment adviser and any entity in a control relationship with the investment adviser that provides ongoing services to the Company that relate directly to the operations and financial reporting of the Company.

(e) (2) Percentage of services referred to in 4(b)- (4)(d) that were approved by the audit committee –

Not applicable.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) Non-Audit Fees

Not applicable to Registrant and to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

(h) Principal Accountants Independence

The Registrant’s audit committee was not required to consider whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 – Audit Committee of Listed Registrants –

The registrant has a separately designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are: Robert F. Gunia, Duncan M. McFarland, David G.P. Scholfield and Nicholas T. Sibley.

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies –

The registrant has adopted policies and procedures with respect to the voting of proxies related to portfolio securities. These procedures delegate to Baring Asset Management (Asia) Ltd., the investment manager, the responsibility for voting proxies, subject to the continuing oversight of the registrant’s board of directors. The registrant’s procedures provide that the board of directors annually reviews the investment manager’s proxy voting policies and procedures and the investment manager’s proxy votes on behalf of the registrant.

A copy of the investment manager’s proxy voting policies and procedures is set forth below:

Baring Asset Management Group Companies

(the “Companies”)

Proxy Voting Policies and Procedures

Executive Summary

Baring Asset Management Group Companies (“The Companies”) owe fiduciary, contractual, and statutory duties to vote proxies on the securities that they manage for many of their clients. The Companies will vote client proxies in accordance with the procedures set forth below unless the client retains in writing the right to vote proxies or the Companies determine that any benefit the client may gain from voting a proxy would be outweighed by the costs associated therewith. For many clients, the Companies have assumed contractual responsibility to vote proxies on the securities that they manage for those clients’ accounts. For ERISA clients (i.e., US employee benefit plans formed pursuant to the Employee Retirement Income Security Act of 1974), the Companies owe fiduciary and statutory duties to vote proxies on ERISA client securities unless the ERISA clients have explicitly retained the obligation to do so. The Companies also vote proxies for those clients who have invested in certain commingled funds, but do not vote proxies for clients who have invested in the (US registered) “active/passive” commingled funds maintained at State Street Bank and Trust (“State Street”), as State Street retains authority to vote proxies for those clients. To ascertain whether a particular client has delegated proxy voting responsibility to the Companies, please contact the Global Events Department.

The Companies reserve the right to amend these Proxy Voting Policies and Procedures from time to time without prior notice to their clients.

Special Circumstances When Proxy Votes May Not Be Cast

In some cases, the Companies may determine that it is not in the best economic interests of clients to vote proxies. For example, some non-U.S. securities issuers impose fees on shareholders or their custodians for exercising the right to vote proxies. Other issuers may “block,” or prohibit, shareholders from transferring or otherwise disposing of their shares for a period of time after the securities holders have noticed their intent to vote their proxies. Moreover, some issuers require the registration of securities in the name of the beneficial owners before permitting proxies to be cast, and thus mandate the disclosure of the identity of beneficial owners of securities, which may be contrary to the wishes of the Companies’ clients.

The U.S. Department of Labor (the “U.S. Labor Department”), which enforces ERISA, recognizes that ERISA clients may incur additional costs in voting proxies linked to shares of non-U.S. corporations. The U.S. Labor Department advises that investment advisers, such as the Companies, should weigh the effect of voting clients’ shares against the cost of voting.

In these instances, the Global Events Department will notify the appropriate portfolio managers of the costs or restrictions that may apply in voting proxies. Portfolio managers, with guidance from the Proxy Voting Committee if desired, will weigh the economic benefit to the Companies’ clients of voting those proxies against the cost of doing so. The Global Events Department shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of the Companies.

Note: Records relating to Shareblocking are retained in the ISS proxy exchange system.

Institutional Shareholder Services (“ISS”)

The Companies have contracted with ISS, an independent third party service provider, to vote the Companies’ clients’ proxies according to ISS’s proxy voting recommendations. ISS will also provide proxy analysis, vote recommendations, vote execution and record-keeping services for clients for which the Companies have proxy voting responsibility.

The clients’ custodians forward proxy materials to ISS for those clients who rely on the Companies to vote proxies. ISS forwards proxy proposals along with ISS proxy analysis and vote recommendations to the Companies. The Companies maintain standing instructions that direct ISS to vote all proxies in accordance with ISS recommendations (subject to the Companies notifying ISS in accordance with section 6).

The Companies and ISS hold service review meetings twice a year. During these meetings ISS are asked to confirm that their policies and controls, including those relating to conflicts of interest, have operated effectively during the period and that they have advised us of any occasions where they have been conflicted. ISS are requested to perform an annual 3rd Party risk assessment questionnaire prior to the first Service review meeting. The results are subsequently reviewed by the Barings IT department.

ISS Conflict of Interest

There may be instances when ISS makes no recommendation on a proxy voting issue or is recused due to a conflict of interest. In these situations, the applicable portfolio manager will review the issue and, if the Companies do not also have a conflict of interest, direct the Global Events Department to direct ISS how to vote the proxies. If the Companies have a conflict of interest, the Companies, in their sole discretion, shall either engage an independent third party to provide a vote recommendation or contact the client for direction as to how to vote the proxies.

The Companies retain a copy of ISS’ Policies, Procedures and Practices Regarding Potential Conflicts of Interest (as amended or updated from time to time, the “ISS Conflict Policy”), which addresses conflicts of interest that could arise in connection with advisory services provided by ISS or its affiliates. The Companies believe that the ISS Conflict Policy contains policies and

procedures that are reasonably designed to minimize any such potential conflicts of interest. The Proxy Voting Committee review the ISS Conflict Policy annually in November to confirm that it remains reasonably designed to minimise conflicts of interest.

Override of ISS Recommendation

There may be occasions where the Companies’ portfolio managers seek to override ISS’s recommendations if they believe that ISS’s recommendations are not in accordance with the best economic interests of clients. In the event that the Companies’ portfolio managers disagree with an ISS recommendation on a particular voting issue, the appropriate portfolio manager shall document in writing the reasons that the portfolio manager believes that the ISS recommendation is not in accordance with clients’ best economic interests and submit such written documentation to the Global Events Department. (Note: There may be occasions where portfolio managers want to vote differently for different clients due to the particular mandates. In these circumstances the portfolio managers are required to state the rationale for this and the way they will be voting for each client.)

The Global Events Team shall review the rationale stated to ensure that it is expressed in clear, understandable and complete sentences. The Portfolio Manager’s vote instruction and rationale is then forwarded on to the Proxy Voting Committee for review. The Proxy Voting Committee will closely analyse the explanation given, and where concerned, further clarification will be requested from the Portfolio Manager. The vote decision can only be processed when ratification is received from a member of the Proxy Voting Committee from the following departments (where not conflicted) has agreed the vote decision:

Investment – Equities

Compliance

Investment Operations

(Note: Investment must approve before Compliance and Operations)

Responsibility for the provision of a clear rationale for each occasion when ISS recommendation is not to be followed rests with the Portfolio Manager. Each vote successfully cast against ISS recommendations is logged in the Quarterly Proxy Voting Committee pack and also recorded by the Global Events department.

Special Client Instructions

If a client has instructed the Companies on how they would like the Companies to vote proxies on particular issues of corporate governance or other matters, the Companies will be responsible for voting in accordance with the client instructions. The Global Events Department will maintain a list of clients that have provided the Companies with special proxy voting instructions, and will ensure that the client’s account is set up as a segregated account with ISS.

Furthermore, the Global Events Department is responsible for sending a request form to the Client Service Representative responsible for that client to obtain from the Client Service Representative the specific voting instructions on behalf of that client.

Proxy Voting Committee

The Companies have established a Proxy Voting Committee, which shall include representatives from Portfolio management, Operations, and Legal/Compliance or other functional departments as deemed appropriate who are knowledgeable regarding the proxy process. A list of the current members of the Proxy Voting Committee can be found in the Terms of Reference. A majority of the members of the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote. The Proxy Committee meetings may be conducted in person, by telephone, or via electronic communication (e-mail). A member of the Global Events Department will manage the proxy voting process, which includes the taking of minutes of the Proxy Committee, the voting of proxies, and the maintenance of appropriate records.

The Global Events Department shall call Proxy Committee meetings, prior to the casting of a vote, to review votes where ISS is conflicted. In these situations, the Proxy Committee shall meet to review the issue and direct ISS how to vote the proxy. The Proxy Committee shall review information provided to it to determine if a real or perceived conflict of interest exists and the minutes of the Proxy Committee shall describe any real or perceived conflict of interest and any procedures used to address such conflict of interest.

The Global Events Department shall also call quarterly Proxy Committee meetings to review the following:

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Proxy Voting policy amendments

•

Corporate Governance issues

•

Votes against ISS

•

Votes where ISS were conflicted

•

Votes where BAM were conflicted

•

Conflicts of interest

•

Client requests

•

ISS Service issues

Conflicts of Interest – general

To avoid voting proxies in circumstances where the Companies have or may have any conflict of interest, real or perceived, the Companies have contracted with ISS to provide proxy analysis, vote recommendations and voting of proxies, as discussed herein. In instances where ISS has recused itself and makes no recommendation on a particular matter, the portfolio manager can direct the Global Events department to direct ISS how to vote proxies, assuming the portfolio manager and the Proxy Committee confirm the Companies are not conflicted. If an override

submission is requested by a portfolio manager, the Proxy Committee shall determine how the proxy is to be voted, in which case the Proxy Committee will determine whether a conflict of interest exists and that the rationale to vote against ISS is reasonable and is in the best interests of clients.

There may be occasions when a portfolio manager and/or member of its team who are involved in the proxy voting decision may have a conflict of interest, or the Companies have a business relationship with the company soliciting the proxy. A person shall not be considered to have a conflict of interest if the person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote. Any person with actual knowledge of a conflict of interest relating to a particular item shall disclose that conflict to the Global Events Department.

The following are examples of situations where a conflict of interest may exist:

•

The company soliciting the proxy is a client of the Companies

•

The company soliciting the proxy is an affiliate of the Companies

•

An employee of the Companies is a also a director, officer or employee of the company soliciting the proxy;

•

A portfolio manager and/or a partner/spouse of a SIT member, who is involved in making the voting decision is a director, officer, or employee of the company soliciting the proxy

•

A company that provides a service to Barings

To monitor the above examples of where a conflict of interest may exist, the Global Events Department is responsible for maintaining a list of all publicly traded clients (and the client’s parent company) of the Companies. The London Legal Department shall maintain a list of all employees of the Companies who are directors or officers of publicly traded companies, and shall advise, as applicable, London Compliance, who will then advise the Global Events Department. The portfolio manager and members of the SIT who are involved in the voting decision are responsible for notifying the Global Events Department, via the proxy voting form, if said portfolio manager, member or said member’s partner/spouse is a director, officer or employee of the company soliciting the proxy or if the SIT member is aware of any other possible real or perceived conflicts of interest.

The Companies have a duty to vote proxies in the best interests of their clients. Therefore, in situations where there is a real or perceived conflict of interest, the Companies will either vote the securities in accordance with a pre-determined policy based upon the recommendations of an independent third party, such as a proxy voting service, or disclose the conflict to the client and obtain the client’s direction to vote the proxy. Where a Company provides a service to Barings, the vote can only be cast in line with ISS recommendations, to maintain independence and avoid a conflict of interest.

The Committee has also noted that there is certain flexibility with regard to the voting of agenda items on board members and Directors. Barings find that in instances which are beneficial to clients and providing no conflict of interest, that the approval of Directors and Board Members performing more than one role for the company under review is acceptable. This approach aims to benefit the client in cases where the Independent third party proxy provider employs one steadfast rule across a very differing and unique agenda issue, which can vary greatly depending on the company being reviewed. Any vote decision that is not in line with ISS recommendation however, must be ratified by the Proxy Voting Committee as per the process described above.

Conflicts of interest – Barings Mutual Funds

Discretionary Clients

Where the IMA requires it (OR for any Barings UK mutual funds) we cannot vote our Clients’ holdings of any mutual funds or other securities managed or advised by Barings or any other member of the MassMutual group - an “In-House Vote” - unless we have obtained the relevant Client’s prior instructions on how to vote that particular holding - and irrespective of whether we are voting in line with ISS’s recommendation.

In this scenario, each Client will need to be contacted and their specific instructions sought on how we should vote. These instructions should be obtained in accordance with any applicable requirements as regards obtaining instructions as specified in the relevant IMA / Authorised Signatory list, with appropriate records maintained to demonstrate that this has been done.

The default position will be that it is assumed the client must be contacted unless proved otherwise (note: for UK mutual funds we must always contact the clients).

Where the IMA does not require the client to be contacted, then we can only vote in line with ISS recommendations (except for Barings UK mutual funds which will not be voted unless we have a specific client instruction). If the Portfolio Manager wishes to override ISS recommendations they must get the written agreement of the client.

Barings Funds

In a situation where one Barings mutual fund is invested in another Barings mutual fund then the following process should be followed:-

UK Funds – In accordance with FSA requirements, these units cannot be voted.

Non UK Funds - Voting should be undertaken in accordance with the provisions stated in the general ‘Conflict of Interest’ section above. If a Portfolio Manager wishes to override ISS (or another independent third party) recommendation then this will be referred to the Proxy Voting Committee for review. Any decision by the Proxy Voting Committee to override the recommendation of an independent third party must demonstrate why it is considered to be in the interests of Barings’ clients.

ISS Proxy Voting Guidelines

A copy of ISS’s proxy voting guidelines can be found on the ISS Website at http://www.issgovernance.com/policy/2012/policy_information

Proxy Voting Policies and Procedures and Voting Records

A copy of these Proxy Voting Policies and Procedures, as well as a record of how proxies have been voted for a client’s account will be provided to a client upon request. Clients may request a copy of these Proxy Voting Policies and Procedures and information about how the Companies voted proxies on the client’s behalf by contacting their client service representative.

Recordkeeping

The Barings Global Events team will retain electronically the following proxy voting documentation for a minimum of ten years from the date the activity took place:

•

Proxy Voting policies & procedures

•

Supporting documentation for any votes contrary to the Proxy voting policy guidelines

•

Supporting documentation for any votes cast against the recommendations of the third party voting provider

•

Periodic proxy voting Client reporting

•

Proxy Voting Committee Minutes

•

Proxy Voting Committee meeting documentation

In addition, the third party voting provider will retain the following proxy voting documentation for five years following termination of the contract:

•

Proxy statements containing rationale for each ISS recommendation

•

Meeting dates, resolutions and Management recommendations

•

Vote instructions (including any supporting material)

•

Records of each vote cast including totals

Note: Copies of financial reports including proxy statements can also be obtained from the US Securities and Exchange Commission (SEC) “Electronic Data Gathering, Analysis, and Retrieval” (EDGAR) system. This system can be accessed at http://www.sec.gov/edgar.shtml and records filings on all Companies, foreign and domestic).

APPENDIX A

PROXY VOTING COMMITTEE MEMBERS

Head of Investment Operations (London)

Head of Equities (London)

Head of Compliance (London)

Head of US Compliance (Boston)

Manager – Global Events (London)

Item 8 – Portfolio Managers of Closed-End Management Investment Companies –

KHIEM TRONG DO —

(a)(1)

Khiem Trong Do, Head of Asia Multi-Asset, Baring Asset Management (Asia) Ltd.

Length of Service at Baring Asset Management (Asia) Ltd: 16¹/₂ years with 36 years of investment experience in total.

Khiem became the Head of the Asia Multi-Asset group in 2006. He is a member of the Strategic Policy Group, the Asia Pacific Specialist Investment Team and a member of the Global Multi-Asset Group. Khiem joined Baring Asset Management in 1996 as an Investment Strategist for the Asia Pacific region from Citicorp Global Asset Management in Sydney, where he was the Chief Investment Officer, the chair of the Australian Asset Allocation Committee, and a member of the CGAM International Asset Allocation Committee. Khiem’s prior experience includes seven years at Bankers Trust Australia and seven years at Equitilink Australia Ltd. Khiem received his B.A. in Economics (Hons.) from Macquarie University (Australia). He was designated an Associate Member of the Securities Institute of Australia (the Australian CFA equivalent) in 1979. Khiem is fluent in English, Vietnamese, and French.

Khiem Do is the lead fund manager for the Fund. He works closely with his research team, composed of nine other fund managers and analysts.

(a)(2)

In addition to the Fund, Mr. Do was also responsible for the day-to-day management of the portfolio of the following accounts as of March 31, 2013:


	Number of Accounts		Number of Accounts with Performance Fee		Assets Under Management ($ US mil)		Assets Under Management with Performance Fee ($ US mil)
Registered Investment Companies		—		—		—		—
Segregated Institutional		5		—		299.3		—
Other Pooled Investment Vehicles		2		—		122.1		—

There is no material conflict between the management of Asia Pacific Fund versus other funds.

HYUNG JIN LEE —

(a)(1)

Hyung Jin Lee, Head of Asian Equities, Baring Asset Management (Asia) Ltd.

Length of Service at Baring Asset Management (Asia) Ltd: 9 years with 20 years of investment experience in total.

Jin takes the lead role in the management of a number of regional Asia ex Japan products and mandates. He spearheads research and stock selection for Korea and he is a member of the Industrials Global Sector Team. Jin joined Baring Asset Management as an Investment Manager in 2004 from Rhee Capital, a Korean hedge fund company, where he was involved with the management of a long/short hedge fund focusing on Korean equities. Previously he was Head of the Large Cap and Financial Teams at Samsung Securities. Jin’s experience also includes Analyst roles at Salomon Smith Barney, UBS Securities and Credit Lyonnais. Jin holds a B.A. in Philosophy from the University of California, Berkeley (US).

(a)(2)

In addition to the Fund, Mr. Lee was also responsible for the day-to-day management of the portfolio of the following accounts as of March 31, 2013:


	Number of Accounts		Number of Accounts with Performance Fee		Assets Under Management ($ US mil)		Assets Under Management with Performance Fee ($ US mil)
Registered Investment Companies		—		—		—		—
Segregated Institutional		4		—		647.2		—
Other Pooled Investment Vehicles		4		1		442.5		9.4

There is no material conflict between the management of Asia Pacific Fund versus other funds.

(a)(3)

Portfolio Managers are compensated via his/her annual salary plus potential for a performance bonus if the majority of the funds managed by the Portfolio Managers and his/her team achieved their excess returns objectives.

(a)(4)

As of March 31, 2013, Mr. Do and Mr. Lee did not beneficially own any equity securities in the Fund.

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers –

There were no purchases made by or on behalf of the registrant or any “affiliated purchaser,” as defined in
Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of shares of the registrant’s equity securities made in the period covered by this report.

Item 10 – Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 – Controls and Procedures

(a)

It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b)

There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits


(a) (1)		Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH

(2)		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.

(3)		Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

(b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)		The Asia Pacific Fund, Inc.

By (Signature and Title)*		/s/ Deborah A. Docs
		Deborah A. Docs
		Secretary

Date		May 23, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By (Signature and Title)*		/s/ Brian A. Corris
		Brian A. Corris
		President and Principal Executive Officer

Date		May 23, 2013

By (Signature and Title)*		/s/ M. Sadiq Peshimam
		M. Sadiq Peshimam
		Treasurer and Chief Financial Officer

Date		May 23, 2013

*	Print the name and title of each signing officer under his or her signature.