Edgar Filing: ASIA PACIFIC FUND INC

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[ ] Preliminary Proxy Statement [ ] Confidential. For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

THE ASIA PACIFIC FUND, INC.

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(Name of Registrant as Specified In Its Charter)

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THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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To Our Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of The Asia
Pacific Fund, Inc. (the Fund) will be held on August 13, 2002 (the Meeting), at
10:00 a.m., at the offices of Sullivan & Cromwell, 125 Broad Street-33rd Floor,
New York, New York 10004, for the following purposes:

1. To elect two Directors.

2. To consider a stockholder proposal recommending that the
Board of Directors take steps to open-end the Fund.

3. To consider and act upon any other business as may
properly come before the Meeting or any postponement or adjournment
thereof.

The Board of Directors has fixed the close of business on July 9, 2002 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Meeting or any postponement or adjournment thereof.

Deborah A. Docs
Secretary

Dated: July 10, 2002

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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
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THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077

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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Directors of The Asia
Pacific Fund, Inc. (the Fund) in connection with its solicitation of proxies for
use at the Annual Meeting of Stockholders to be held on August 13, 2002 (the
Meeting) at 10:00 a.m., at the offices of Sullivan & Cromwell, 125 Broad
Street-33rd Floor, New York, New York 10004. The purpose of the Meeting and the
matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting.

It is expected that the Notice of Annual Meeting, Proxy Statement and form
of proxy will first be mailed on or about July 15, 2002 to stockholders of
record. The Fund will furnish its most recent annual report without charge to a
stockholder upon request to Deborah A. Docs at the Fund's address stated above
or by calling (toll-free) Citigate Dewe Rogerson, the Fund's shareholder
servicing agent, at 1-(888) 4-ASIA-PAC.

If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. If you return your signed proxy without instruction,
your shares will be voted (i) for the election of two Directors, (ii) against
Proposal 2 and (iii) at the discretion of the persons named as Proxies, on any
other matter that may properly come before the Meeting or any postponement or
adjournment thereof. A proxy may be revoked at any time prior to the time it is
voted by written notice to the Secretary of the Fund or by attendance at the
Meeting.

If sufficient votes to approve the Board of Directors' recommendations with
respect to one or more of the proposed items are not received, the persons named
as Proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares present at the Meeting or represented by Proxy and
voting on the item. When voting on a proposed adjournment, the persons named as
Proxies will vote for the proposed adjournment all shares that they are entitled
to vote with respect to each item, unless directed to vote against the Board of
Directors' recommendation with respect to the item, in which case such shares
will be voted against the proposed adjournment.

Approval of each of Proposal 1 (election of two directors) and Proposal 2
(stockholder proposal recommending the open-ending of the Fund) requires the
affirmative vote of a majority of the votes cast on the matter.

The Fund intends to treat properly executed proxies that are marked
"abstain" and broker non-votes (defined below) as present for purposes of
determining the existence of a quorum for the transaction of business. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will have no effect on the "votes cast" on an issue. If a proxy is properly
executed and returned accompanied by instructions to withhold authority to vote,
it represents a broker "non-vote" (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the broker or nominee does not have discretionary power).

The close of business on July 9, 2002 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 10,344,072 shares of common stock
outstanding and entitled to vote. The presence in person or by proxy of the
holders of one-third of the shares of common stock issued and outstanding will
constitute a quorum.

The Investment Manager of the Fund is Baring Asset Management (Asia)
Limited, 1901 Edinburgh Tower, 15 Queens Road Central, Hong Kong, and the
Administrator of the Fund is Prudential Investments LLC (PI), Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.

The expense of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of PI. In addition, the
Fund's Board of Directors has authorized management to retain a proxy
solicitation firm to assist in the solicitation of proxies for the Meeting.
Management has selected Georgeson Shareholder Communications Inc. as the proxy
solicitation firm (the Proxy Solicitation Firm). The cost of solicitation by the
Proxy Solicitation Firm is $35,000 in fees, plus out-of-pocket expenses, and
will be borne by the Fund.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

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.

At the Meeting, two Class I Directors will be elected to serve for the
ensuing three years, ending in 2005, and until their successors have been duly
elected and qualified. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of Messrs. Chaipravat and Downey (the
nominees). Each of the nominees has consented to be named in this Proxy
Statement and to serve as a Director if elected. Each of the Class I nominees is
currently a Class I Director of the Fund. The Board of Directors has no reason
to believe that either of the nominees named above will become unavailable for
election as a Director, but if that should occur before the Meeting, proxies
will be voted for such persons as the Directors may recommend. All of the Fund's
Directors were previously elected by stockholders. John A. Morrell, who
currently serves as a Class I Director, is not standing for re-election because
of the retirement policy set by the Board of Directors. Accordingly, the number
of Class I Directors has been reduced from three to two.

MANAGEMENT OF THE FUND

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 the
Investment Manager.

CLASS I DIRECTORS***
(NOMINEES FOR RE-ELECTION FOR TERM EXPIRING 2005)

NUMBER OF
TERM OF PORTFOLIOS IN OTHER
OFFICE*** FUND COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY THE
NAME, ADDRESS** AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR DIRECTOR****
----------------------- ---------- ------------ ---------------------- ------------- -------------

INDEPENDENT DIRECTORS

Olarn Chaipravat (57) Director Since 1986 Formerly, President and 1 --
Chief Executive Officer
(October 1992-January
1999), Director and
Senior Executive Vice
President (July
1990-September 1992) and
Senior Executive Vice
President (September
1987-June 1990), The
Siam Commercial Bank,
Public Company Limited,
Thailand.

Michael J. Downey (58) Director and Since 1986 Managing Partner, Lexington 1 The Merger Fund.
Chairman Since 1999 Capital LLC.

OTHER DIRECTORS

INDEPENDENT DIRECTORS

Robert H. Burns (73) Director Since 1986 Chairman, Robert H. Burns 1 --
(Class II***) Holdings Limited (an
investment business),
Hong Kong. Formerly,
Chairman and Chief
Executive Officer,
Regent International
Hotels, Limited, Hong
Kong.

Douglas Tong Hsu (60) Director Since 1986 Chairman and Chief 1 --
(Class II***) Executive Officer, Far
Eastern Textile Ltd.,
Taiwan.

David G. P. Scholfield Director Since 1988 Since 1998, Managing 1 --
(58) (Class II***) Director, The Bank of
Bermuda (Hong Kong Branch).
Formerly, Director, Baring
International Investment
Management Limited.

Nicholas T. Sibley (64) Director Since 2001 Fellow of the Institute 1 --
(Class III***) of Chartered Accountants
in England and Wales.

INTERESTED DIRECTORS

*David J. Brennan (44) Director Since 1990 Chairman and Chief 1 --
(Class III***) Executive Officer, Baring
Asset Management Holdings
Limited; Chairman,
Baring Asset Management
Holdings, Inc.;
Chairman, Baring Asset
Management, Inc.; Chief
Executive and Director,
Baring International
Investment Ltd.;
Director, Baring Global
Fund Managers Ltd.

*Robert F. Gunia (55) Vice Since 1988 Executive Vice President 1 Vice President
President, and Chief Administrative and Director of
Director and Since 1989 Officer (since June 1999), 113 Funds in
Treasurer Since 1999 PI; Executive Vice the Prudential
(Class II***) President and Treasurer Mutual Fund
(since January 1996), PI; Complex.
President (since April
1999), Prudential
Investmen##t Management
Services LLC (PIMS);
Corporate Vice President
(since September 1997),
The Prudential Insurance
Company of America
(Prudential). Formerly,
Senior Vice President
(March 1987-May 1999),
Prudential Securities
Incorporated (Prudential
Securities).

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* Mr. Brennan is an "Interested" Director, as defined in the 1940 Act,
because of his employment with the Investment Manager, and Mr. Gunia is an
"Interested" Director because he is an officer of the Fund.
** 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 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; current Class I, II and III directorships expire in 2002, 2003 and
2004, respectively. In addition, the Board of Directors has adopted a
retirement policy that calls for the retirement of any Director on
December 31 of the year in which he reaches the age of 75.
**** This column includes only directorships of companies required to register
or file reports with the SEC under the Securities Exchange Act of 1934
(the Exchange Act) (i.e., "public companies") or other investment
companies registered under the 1940 Act.

The Fund pays each of its Directors who is not an affiliated person (as
defined in the 1940 Act) of the Investment Manager or PI an annual fee of
US$10,000, plus US$1,000 for each Board meeting attended. In addition, members
of the Audit Committee receive US$1,250 for each Audit Committee meeting
attended, and members of the Nominating Committee receive US$750 for each
meeting of the Nominating Committee attended. The Chairman of the Fund is paid
an additional amount of US$2,500 annually. The Fund reimburses all Directors and
officers attending board meetings for their out-of-pocket travel expenses. The
Board of Directors does not have a compensation committee.

The following table sets forth the aggregate compensation paid to the
Directors by the Fund and the aggregate compensation paid to Directors for
service on the Fund's board and that of all other registered investment
companies managed by the Investment Manager (Fund Complex) during the Fund's
fiscal year ended March 31, 2002.

DIRECTOR COMPENSATION TABLE

TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL AND FUND
COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID
NAME FROM FUND EXPENSES RETIREMENT TO DIRECTORS
---- ---------- ----------- ------------- ----------

INDEPENDENT DIRECTORS
Robert Burns ............................. $12,000 None N/A $12,000
Olarn Chaipravat ......................... $14,000 None N/A $14,000
Michael J. Downey ........................ $21,625 None N/A $21,625
Douglas Tong Hsu ......................... $10,750 None N/A $10,750
David G. P. Scholfield ................... $19,750 None N/A $19,750
Nicholas T. Sibley ....................... $10,750 None N/A $10,750

INTERESTED DIRECTORS
David J. Brennan ......................... $0 None N/A $0
Robert F. Gunia .......................... $0 None N/A $0

DIRECTOR SHARE OWNERSHIP TABLES

The following table sets forth the dollar range of equity securities in the
Fund beneficially owned by each Director, and, on an aggregate basis, in all
registered investment companies overseen by each Director in the "Family of
Investment Companies"** as of May 31, 2002.
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
DOLLAR RANGE OF ALL FUNDS OVERSEEN BY
EQUITY SECURITIES DIRECTOR IN FAMILY OF
NAME OF DIRECTOR IN THE FUND INVESTMENT COMPANIES
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INDEPENDENT DIRECTORS
Robert Burns ....................... none none
Olarn Chaipravat ................... none none
Michael J. Downey .................. over $100,000 over $100,000
Douglas Tong Hsu ................... none none
David G. P. Scholfield ............. over $100,000 over $100,000
Nicholas T. Sibley ................. none none

INTERESTED DIRECTORS
David J. Brennan ................... none none
Robert F. Gunia .................... $10,001 - $50,000 $10,001 - $50,000

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** The term "Family of Investment Companies" means any two or more registered
investment companies that share the same investment adviser as the Fund and
hold themselves out to investors as related companies for purposes of
investment and investor services.

None of the Independent Directors nor any of their Immediate Family Members
owns any securities, benefically or of record, in the Investment Manager or
persons (other than registered investment companies) directly or indirectly
"controlling," "controlled by," or "under common control with" (within the
meaning of the 1940 Act) the Investment Manager as of May 31, 2002. The term
"Immediate Family Member" means a person's spouse; child residing in the
person's household (including step and adoptive children); and any dependent of
the person, as defined in Section 152 of the Internal Revenue Code of 1986, as
amended.

COMMITEES OF THE BOARD OF DIRECTORS

The Board of Directors has an Audit Committee, which makes recommendations
to the full Board of Directors with respect to the engagement of the independent
public accountants and reviews with the independent public accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. In accordance with Independence Standards Board
Standard No. 1, Ernst & Young LLP, the Fund's independent accountants for the
fiscal year ended March 31, 2002, has confirmed to the Audit Committee that they
are independent accountants with respect to the Fund. For the fiscal year ended
March 31, 2002, Ernst & Young LLP audited the annual financial statements of the
Fund, but did not provide any financial information systems design and
implementation services, nor any other non-audit services, to the Fund or the
Investment Manager, or any entity controlling, controlled by, or under common
control with the Investment Manager. For the fiscal year ended March 31, 2002,
the fee for professional services rendered for the audit of the annual financial
statements was $40,000.

The report of the Audit Committee, dated May 31, 2002, is attached to this
proxy statement as Appendix A.

The Audit Committee consists of the following non-interested Directors:
Messrs. Burns, Downey, Morrell, Sibley and Scholfield. Such members are also
"independent" as such term is defined in the New York Stock Exchange Listing
Standards. The Audit Committee met three times during the fiscal year ended
March 31, 2002.

The Board of Directors also has a Nominating Committee. The Nominating
Committee consists of certain of the Fund's non-interested Directors, namely,
Messrs. Burns, Downey and Scholfield. This Committee recommends to the Board
persons to be nominated for election as Directors by the stockholders and
selects and proposes nominees for election by the Board between Annual Meetings.
This Committee does not normally consider candidates proposed by stockholders
for election as directors. The Nominating Committee met twice during the fiscal
year ended March 31, 2002.

There were two regularly scheduled meetings and four special meetings of
the Fund's Board of Directors for the fiscal year ended March 31, 2002. For the
fiscal year ended March 31, 2002, all Directors other than Mr. Burns, Mr.
Chaipravat and Mr. Hsu attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors, the Audit Committee and the
Nominating Committee, as applicable.

Certain of the Directors of the Fund, including one of the nominees, reside
outside the United States, and substantially all the assets of such persons are
located outside the United States. It may not be possible, therefore, for
investors to effect service of process within the United States upon such
persons or to enforce against them, in United States courts or foreign courts,
judgments obtained in United States courts predicated upon the civil liability
provisions of the federal securities laws of the United States or the laws of
the State of Maryland. In addition, it is not certain that a foreign court would
enforce, in original actions or in actions to enforce judgments obtained in the
United States, liabilities against such persons predicated solely upon the
federal securities laws.

The executive officers of the Fund, other than as shown above, are Ronald
G. M. Watt, President, having held such office since May 1998; Deborah A. Docs,
Secretary, having held such office since September 1998, and Assistant Secretary
from November 1989 to September 1998; Vasso-Athene Spanos, Assistant Secretary,
having held such office since October 1997; Christine Gerrity-Yacuk, Assistant
Treasurer, having held such office since September 2000; and Linda McMullin,
Assistant Treasurer, having held such office since September 2000. Mr. Watt is
55 years old and is a Director of the Institutional Group of Baring Asset
Management Limited and President of the Greater China Fund, Inc. (since 1998);
prior thereto, he was Managing Director (1993-1997) of QESST Pty Ltd Management
Consultants. Ms. Docs is 44 years old and is a Vice President and Corporate
Counsel (since January 2001) of Prudential and Vice President and Assistant
Secretary (since December 1996) of PI. Miss Spanos is 43 years old and is
Assistant Director, Investment Companies (since April 2000) and, during the last
eight years has been an account manager responsible for several investment
companies, including the Fund, at Baring Asset Management Limited. Ms.
Gerrity-Yacuk is 36 years old and is a Director within Prudential Mutual Fund
Administration (since June 2000); prior thereto, she was a Manager within
Prudential Mutual Fund Administration (from December 1996). Ms. McMullin is 40
years old and is a Director within Prudential Mutual Fund Administration (since
December 1996). Except as indicated in the first director share ownership table,
as of May 31, 2002, none of the officers of the Fund owned any shares of the
Fund.

The Audit Committee of the Board of Directors has recommended, and the
Board of Directors, including a majority of those members who are not
"interested persons" of the Fund (as defined in the 1940 Act), has selected
Ernst & Young LLP to continue as the independent accountants of the Fund for the
fiscal year ending March 31, 2003. The firm of Ernst & Young LLP has extensive
experience in investment company accounting and auditing. It is not expected
that a representative of Ernst & Young LLP will be present at the Meeting to
make a statement or respond to questions.

Ernst & Young LLP was hired on May 31, 2001 to replace Deloitte & Touche
LLP, the Fund's independent accountants for the fiscal year ended March 31,
2001, who resigned on May 18, 2001.

Deloitte & Touche resigned because of possible perceived independence
issues arising out of new rules issued by the Securities and Exchange Commission
(the SEC). Deloitte & Touche's report on the financial statements for the fiscal
year ended March 31, 2001 did not contain an adverse opinion or a disclaimer of
opinion nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. Moreover, in the fiscal year ended March 31, 2001 and the
subsequent interim period between March 31, 2001 and May 18, 2001, the Fund had
no disagreements with Deloitte & Touche on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
There were also no "reportable events" (as such term is defined in Regulation
S-K of the SEC).

FOR THE REASONS DISCUSSED BELOW, THE BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT
YOU VOTE AGAINST THE FOLLOWING STOCKHOLDER PROPOSAL:

STOCKHOLDER PROPOSAL
(PROPOSAL NO. 2)

A beneficial owner (the proponent) of common stock of the Fund has informed
the Fund that the proponent intends to present a proposal for action at the
Meeting. The proponent's name and address will be furnished by the Secretary of
the Fund upon request.

The proponent's formal proposal (the proposal) is as follows:

"RESOLVED: THE BOARD OF DIRECTORS SHOULD IMMEDIATELY TAKE THE STEPS
NECESSARY TO OPEN-END THE ASIA PACIFIC FUND AND SO ALLOW INVESTORS TO EXIT
AT NET ASSET VALUE."

The proponent has furnished the following statement (the supporting
statement) in support of this proposal:

"The proponent has made suggestions to the Board of Directors for more than
5 years regarding the Fund's chronic discount to net asset value (NAV). The
proponent also made shareholder proposals that would, if implemented, either
liquidate the fund (approved in 2000 by 63.9% of the shares voted) or allow
shareholders to approve the Investment Management contract annually (approved in
2001 by 56.8% of the shares voted). The Board did not implement either proposal.
It is inexplicable to me that the certified voting results for both proposals
have not been recognized by this Board as a mandate from the shareholders. I
simply do not believe that this Board works for the shareholders. The US
financial press has recently seen the tragic results of large corporations with
Boards too close to management. I urge you to take action to stop this behavior.
If you would like an opportunity to realize net asset value for your investment,
please vote FOR this proposal."

OPPOSING STATEMENT OF THE BOARD OF DIRECTORS

The discounts from net asset value ("NAV") at which shares of the Fund have
been trading have been of concern to both the Board of Directors and certain
stockholders. The Board of Directors has regularly considered var-

ious measures, including open-ending of the Fund, to address these concerns.
Contrary to suggestions made by the proponent of this proposal, the Board of
Directors has been extraordinarily responsive to these concerns, in a manner
that it believes is in the best interests of the Fund.

To address concerns about discount levels, the Board has authorized, in
addition to open-market share repurchases, tender offers for 15% of the Fund's
outstanding shares in 2000, 10% in 2001 and 25% in 2002, at prices reflecting
lesser discounts from NAV than those available in the market. These tender
offers have provided stockholders wishing to do so the opportunity to sell their
shares at above-market prices, while increasing the per share NAV of all
remaining stockholders through the Fund's purchase of its shares at discounts
from current NAV. The discount from NAV at which the Fund's shares have traded
has decreased from a high of 33.8% on May 19, 2000, to 10.56% on May 10, 2002,
the Friday preceding the Fund's announcement of its most recent tender offer,
which expired on June 28, 2002. The discount from NAV was 9.38% on July 5, 2002.

Open-ending of other closed-end funds generally has resulted in substantial
redemptions within a short period after open-ending. Substantial redemptions of
Fund shares, if it were open-ended, would significantly increase the Fund's per
share expense ratio because the benefit of breakpoints in the Fund's investment
management fee structure would be reduced and because those categories of Fund
expenses that do not fluctuate in accordance with the Fund's asset size would be
spread over a substantially smaller asset base.

As an open-end fund subject to daily redemptions of its shares, it would be
imperative that the Fund develop the capability to distribute new Fund shares to
offset redemptions. The Fund does not currently have this capability, and the
development of effective distribution would take time and cannot be assured. In
any event, the Fund would be required to incur various additional costs
associated with the on-going distribution of its shares. These would include the
costs of preparing, printing and distributing current prospectuses and,
probably, costs pursuant to a plan of distribution (which would require
stockholder approval) pursuant to Rule 12b-1 under the 1940 Act. Failure to
achieve effective distribution of Fund shares to offset redemptions would result
in an on-going decrease in the Fund's net assets and could result in the Fund no
longer being viable.

As shown in the following table, the Fund in its current closed-end form
has significantly outperformed its benchmark index, the MSCI Far East Free
Ex-Japan, for the one, three, five and ten-year periods ended March 31, 2002,
the end of the Fund's most recent fiscal year.

ANNUALIZED TOTAL RETURN BASED ON NAV*

PERIOD (Ended March 31, 2002) FUND INDEX
----------------------------- ---- -----
One Year +16.1% +13.7%
Three Years +11.1% +2.1%
Five Years -2.0% -9.1%
Ten Years +5.4% +3.0%

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* The actual return to each investor will depend on the market price of his
or her Fund shares at the time of purchase and sale.

The added costs of operating the Fund in open-end form would adversely affect
the Fund's return, while redemptions not offset by sales of shares could
jeopardize the Fund's long-term viability. The Board of Directors has regularly
considered the discount issue and has been extraordinarily responsive to the
concerns of certain stockhold-

ers for liquidity at favorable prices. The discounts themselves have declined
substantially in recent periods. For these and other reasons, the Board of
Directors strongly believes that open-ending is unnecessary and inappropriate
and not in the best interests of the Fund.

ACCORDINGLY, THE BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE AGAINST THIS PROPOSAL.

FUND BENEFICIAL OWNERSHIP TABLE

The following table sets forth the ownership of any person (including any
"group" as that term is used in Section 13 (d)(3) of the Exchange Act) who is
known to the Fund to be the beneficial owner, as defined in Rule 13d-3 under the
Exchange Act, of more than five percent of the outstanding shares of the Fund.

AMOUNT AND
NAME AND NATURE OF
TITLE OF ADDRESS OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------- ----------------- ----------- --------
Common Stock City of London Investment 1,224,291* 8.9%*
Management Co. Ltd. (CLIM)
10 Eastcheap
London, England EC3M 1LX

Common Stock Wachovia Corporation (Wachovia) 926,238** 6.04%**
201 South College Street
Charlotte, NC 28288-0137

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* As of February 14, 2002, based on Schedule 13D filed with the SEC on
February 21, 2002. According to this filing, CLIM had sole voting and sole
dispositive power over all 1,224,291 shares.

** Based on Schedule 13G filed with the SEC on February 13, 2002. According to
this filing, Wachovia had sole voting power over 922,238 of the shares,
sole dispositive power over 913,738 of the shares and shared dispositive
power over 6,500 of the shares.

OTHER MATTERS

No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders properly
come before the Meeting, including any question as to an adjournment of the
Meeting, the persons named in the enclosed proxy will vote thereon according to
their discretion in the interests of the Fund.

STOCKHOLDER PROPOSALS

The deadline for submitting stockholder proposals for inclusion in the
Fund's proxy statement and form of proxy for the Fund's Annual Meeting of
Stockholders in 2003 is March 12, 2003. Any stockholder proposal that

is intended to be presented at such Annual Meeting but not submitted for
inclusion in the Fund's proxy statement and form of proxy in accordance with the
foregoing sentence must be received by the Fund's Secretary at the address
indicated on the first page of this Proxy Statement no earlier than March 17,
2003 and no later than April 16, 2003. Any such proposal received after such
date will be considered untimely and will be excluded from consideration at the
next Annual Meeting in accordance with the Fund's Advance Notice Bylaw. The mere
submission of a proposal or notice of proposal by a stockholder does not
guarantee that such proposal will be included in the proxy statement or
otherwise considered at such Annual Meeting because certain federal rules and
the Fund's Advance Notice Bylaw, respectively, must be complied with before
consideration of the proposal is required.

Dated: July 10, 2002 Deborah A. Docs
Secretary

STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

APPENDIX A

THE ASIA PACIFIC FUND, INC.
(THE "FUND")

AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Fund's accounting and financial reporting process and the
selection of the Fund's independent accountants. The Committee operates pursuant
to a charter that was last amended and restated by the Board on May 31, 2001. As
set forth in the charter, management of the Fund is responsible for the
preparation, presentation and integrity of the Fund's financial statements and
for the procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent accountants are responsible for
auditing the Fund's financial statements and expressing an opinion as to their
conformity with generally accepted accounting principles.

In performing its oversight function, the Committee has considered and
discussed with management and the independent accountants the Fund's audited
financial statements for its fiscal year ended March 31, 2002. The Committee has
discussed with the independent accountants the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit Committees,
as modified or supplemented. The Committee has also received the written
disclosures from the independent accountants required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, as
currently in effect, delineating relationships between the independent
accountants and the Fund, and discussed the impact that any such relationships
may have on the objectivity and independence of the independent accountants.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including the issue of auditor independence. Members of
the Committee rely without independent verification on the information provided
to them and on the representations made by management and the independent
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Fund's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's independent accountants are in fact "independent."

The Audit Committee met on May 15, 2002 to consider and discuss the
financial statements as of and for the fiscal year ended March 31, 2002 with
management and the independent accountants.

Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the charter, the Committee recommended to the Board
that the audited financial statements be included in the Fund's Annual Report
for its fiscal year ended March 31, 2002.

SUBMITTED BY THE AUDIT COMMITTEE
OF THE FUND'S BOARD OF DIRECTORS

Robert H. Burns
Michael J. Downey
John A. Morrell
David G. P. Scholfield
Nicholas T. Sibley

Dated: May 31, 2002

THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077

Proxy for the Annual Meeting of Stockholders, August 13, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned stockholder of The Asia Pacific Fund, Inc. hereby appoints
Deborah A. Docs, Robert F. Gunia and Ronald G. M. Watt as Proxies, each with the
power of substitution, and hereby authorizes each of them to represent and to
vote, as designated on the reverse side hereof, all the shares of Common Stock
of The Asia Pacific Fund, Inc. held of record by the undersigned on July 9, 2002
at the Annual Meeting of Stockholders to be held on August 13, 2002, or any
postponement or adjournment thereof.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF DIRECTORS AND AGAINST PROPOSAL 2, AND IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, IN THE DISCRETION OF THE PERSONS NAMED AS
PROXIES HEREIN.

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

--------------------------------------------------------------------------------
Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?

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

/X/ PLEASE MARK |
VOTES AS IN |
THIS EXAMPLE. -----

---------------------------------
THE ASIA PACIFIC FUND, INC. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE
--------------------------------- FOR THE ELECTION OF DIRECTORS.

FOR ALL
FOR ALL WITH- NOMINEES
1. ELECTION OF DIRECTORS. NOMINEES HOLD EXCEPT
CLASS I (TERM EXPIRING IN 2005) / / / / / /

(01) OLARN CHAIPRAVAT
(02) MICHAEL J. DOWNEY

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE
LIST ABOVE.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE AGAINST PROPOSAL 2.

FOR AGAINST ABSTAIN
2. STOCKHOLDER PROPOSAL TO RECOMMEND THAT / / / / / /
THE BOARD OF DIRECTORS TAKE STEPS TO
OPEN-END THE FUND.

MARK BOX AT RIGHT IF AN ADDRESS CHANGE HAS BEEN NOTED ON THE REVERSE / /
SIDE OF THIS CARD.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY.

STOCKHOLDER CO-OWNER
SIGN HERE:________________ DATE:__________ SIGN HERE:______________DATE:________