Washington, D.C. 20549

The Asia Pacific Fund, Inc.
Annual Report
March 31, 2017
Directors
Michael J. Downey, Chairman
Jessica M. Bibliowicz
Robert F. Gunia
Duncan M. McFarland
David G. P. Scholfield
Christopher Sykes
William G. Tung
Officers
King Lun Au, President
Frank J. Maresca, Treasurer and Chief Financial Officer
Hoyt M. Peters, Secretary
Ann Marie Swanson, Chief Compliance Officer
Investment Manager
Value Partners Hong Kong Limited
9th Floor, Nexxus Building
41 Connaught Road Central
Hong Kong
Administrator
AST Fund Solutions, LLC
48 Wall Street – 22nd Floor
New York, NY 10005
Custodian
The Bank of New York Mellon
One Wall Street
New York, NY 10286
Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Independent Registered Public Accounting Firm
KPMG LLP
345 Park Avenue
New York, NY 10154
Legal Counsel
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
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.
48 Wall Street – 22nd Floor
New York, NY 10005
For general information on the Fund, please call (toll-free) Pristine Advisers, our shareholders’ servicing agent, toll-free at:
1-(888) 4-ASIA-PAC (1-888-427-4272).
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.
CUSIP: 044901106
NYSE: APB
www.asiapacificfund.com
The Asia Pacific Fund, Inc.
CONTENTS
Fund Statistics | 1 |
Share Price, Net Asset Value and Distribution History | 2 |
Report of the Investment Manager | 3 |
Portfolio of Investments | 7 |
Statement of Assets and Liabilities | 13 |
Statement of Operations | 13 |
Statement of Changes in Net Assets | 14 |
Notes to Financial Statements | 14 |
Financial Highlights | 20 |
Report of Independent Registered Public Accounting Firm | 21 |
Tax Information | 22 |
Directors and Officers of the Fund | 23 |
Privacy Notice | 28 |
Dividend Reinvestment Plan | 30 |
Additional Information | 31 |
The Asia Pacific Fund, Inc.
As of March 31, 2017 (Unaudited)
��
Fund Statistics
OUR TOLL-FREE LINE:
1-888-4-ASIA-PAC
1-888-427-4272
For further information on the Fund (including monthly fact sheets), please call or visit the Fund’s website of www.asiapacificfund.com.
Statistics |
Total Net Assets | $134,104,175 |
Shares Outstanding | 10,344,072 |
Net Asset Value | $12.96 |
Equity | 99.8%(a) |
Total Return Performance (US Dollar terms) |
Period | Market Price(b) | NAV(c) |
3 months | 25.8% | 12.5% |
6 months | 18.2% | 7.5% |
1 Year | 30.0% | 17.7% |
3 Years (d) | 8.4% | 6.7% |
5 Years (d) | 4.5% | 3.6% |
10 Years (d) | 4.7% | 4.0% |
Other Information |
Ticker Symbol | APB |
Primary Exchange | NYSE |
Dividend Repurchase Program | Yes |
Portfolio Characteristics |
Top Ten Equity Holdings (% of Total Net Assets) |
Samsung Electronics Co. Ltd. (Preference Shares) | 5.1% |
China Construction Bank Corp. (Class “H” Shares) | 4.0% |
PetroChina Co. Ltd. (Class “H” Shares) | 3.5% |
Longfor Properties Co. Ltd. | 3.5% |
Korea Electric Power Corp. | 2.7% |
Midea Group Co. Ltd. | 2.5% |
Samsung Fire & Marine Insurance Co. Ltd. (Preference Shares) | 2.3% |
China Overseas Land & Investment Ltd. | 2.2% |
Ping An Insurance Group Co. of China Ltd. (Class “H” Shares) | 2.1% |
iShares MSCI India ETF | 2.0% |
Sector Breakdown: Top Ten Industries (% of Total Net Assets) |
Real Estate | 14.1% |
Consumer Discretionary | 14.0% |
Industrials | 10.9% |
Banking | 9.7% |
Information Technology | 8.0% |
Technology Hardware & Equipment | 7.7% |
Utilities | 7.2% |
Insurance | 5.5% |
Energy | 3.8% |
Telecommunication Services | 3.6% |
Footnote section
(a) | Expressed as a percentage of total investments. |
(b) | 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 period reported. Dividends and distributions 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. |
(c) | This information represents the historical net asset value (NAV) per share performance of the Fund. NAV per share performance is calculated assuming reinvestment of dividends and distributions. Because NAV per share performance does not reflect market price, it is not the same as total investment return. |
(d) | Average annual return. |
1
The Asia Pacific Fund, Inc.
As of March 31, 2017 (Unaudited)
Share Price, Net Asset Value and Distribution History (Unaudited)
Quarter End | | Closing Price at Quarter End ($) | | | Net Asset Value at Quarter End ($) | | | Dividends and Distributions During Quarter ($)* | |
Financial Year 2016/2017 | | | | | | | | | |
June | | | 9.75 | | | | 11.40 | | | | — | |
September | | | 10.57 | | | | 12.32 | | | | — | |
December | | | 9.72 | | | | 11.52 | | | | 0.22 | |
March | | | 12.23 | | | | 12.96 | | | | — | |
| | | | | | | | | | | | |
Financial Year 2015/2016 | | | | | | | | | | | | |
June | | | 12.80 | | | | 14.64 | | | | — | |
September | | | 10.30 | | | | 11.92 | | | | — | |
December | | | 10.07 | | | | 11.77 | | | | 0.51 | |
March | | | 9.61 | | | | 11.25 | | | | — | |
| | | | | | | | | | | | |
Financial Year 2014/2015 | | | | | | | | | | | | |
June | | | 11.05 | | | | 12.33 | | | | — | |
September | | | 11.28 | | | | 12.54 | | | | — | |
December | | | 11.28 | | | | 12.55 | | | | — | |
March | | | 11.61 | | | | 13.07 | | | | — | |
| | | | | | | | | | | | |
Financial Year 2013/2014 | | | | | | | | | | | | |
June | | | 10.10 | | | | 11.17 | | | | — | |
September | | | 10.12 | | | | 11.28 | | | | — | |
December | | | 10.51 | | | | 11.71 | | | | — | |
March | | | 10.33 | | | | 11.50 | | | | — | |
| | | | | | | | | | | | |
Financial Year 2012/2013 | | | | | | | | | | | | |
June | | | 9.54 | | | | 10.71 | | | | — | |
September | | | 10.28 | | | | 11.51 | | | | — | |
December | | | 10.82 | | | | 12.19 | | | | — | |
March | | | 10.76 | | | | 11.92 | | | | — | |
* | Total per share distributions over the Fund’s life (commencement of operations: May 4, 1987) have amounted to $31.51 per share. |
2
REPORT OF THE INVESTMENT MANAGER
For the fiscal year ended March 31, 2017 (Unaudited)
OVERVIEW
The fiscal year started off with a cautious note as 2016 was an eventful year for Asian stocks markets. The spillover effects from Britain’s vote to leave the European Union, South Korea’s presidential scandal and Donald Trump’s election win all edged up market volatility. Nevertheless, Asian companies’ strong financial position and returning earnings growth boded well for market sentiment and led Asian stocks which ended the first quarter of 2017 with the best quarterly gain in five years.
Confidence returning to China
Amongst all the major economies around the world, China is one of the very few that is still growing at a decent pace of 6% or more per annum. Despite the moderating growth from its peak, we don’t believe China is entering into an economic hard-landing or debt driven crisis. Social stability in China seems relatively intact, and the government is carefully walking a tightrope between managing growth and pressing ahead with structural reforms.
On the macro front, Chinese economic data has been showing signs of improvement in the past year. If China is going through an L-shaped economic recovery, it appears to have gone through the vertical part and entered a more stable horizontal phase as early as the third quarter of 2016. Entering 2017, sentiment was further enhanced as first-quarter macro data continued to show that the world’s second-largest economy is gaining momentum with benign inflation pressure. Activity in China’s manufacturing sector picked up further in March 2017, with the official Purchasing Managers’ Index (“PMI”) rising for the second consecutive month to 51.8, its highest level since April 2012. This appeared to be supported by China’s increased efforts to provide fiscal stimulus, which started in 2016, as well as improving domestic and export demand.
Positive messages were also delivered at the 2017 National People’s Congress (“NPC”) in March 2017. Presenting the government work report at the NPC, Premier Li Keqiang noted that growth stability and currency stability are the top priorities for the year. Amid the transition from a “pro-growth” stance in 2016 to “growth stability” in 2017, China set its growth target for 2017 at a more reasonable level of 6.5% and we believe this is achievable. With the recent macro improvement, this has also created more room for policymakers to tackle financial excesses and over-capacity. Against this backdrop, China is expected to maintain a more prudent monetary policy and will focus on risk control measures, such as strengthening financial regulation and the acceleration of supply-side reform. While deleveraging will constrain liquidity in the market, we believe these initiatives are positive for China over the long run.
From a market flow perspective, the southbound flows from mainland China into Hong Kong have been robust in the quarter and supported Chinese equities listed in Hong Kong. In our view, the southbound flows will remain constructive over the long run, underpinned by attractive valuations of H-share companies, demand for currency diversification and the increasing launch of Stock Connect-related products in mainland China.
While RMB depreciation was a concern for many investors in 2016, People’s Bank of China Governor Zhou Xiaochuan said at the NPC that the RMB will likely be broadly stable this year. Given China’s pledge to sustain the global status of RMB in the international monetary system, drastic RMB movement is unlikely in our view. In February 2017, China’s foreign exchange reserves rose for the first time in eight months and returned to above US$3 trillion, signaling China’s first net capital inflow in more than two years. The turnaround, a result of tight capital outflow restrictions, economic recovery and higher domestic interest rates, has moderated investor concerns on China.
Korean stocks to test new high
During the year in review, Korea was one of the portfolio’s top contributors driven by foreign fund inflows fuelled by upward earnings revisions and the appreciation of the Korean Won against the US dollar. In the first quarter of 2017, Korea was one of the best-performing markets in Asia ex-Japan with a 15.1% gain in Korea Composite Stock Price Index. Despite the strong performance in the first quarter, in our view Korea is still one of the most undervalued markets in the region with a substantial discount.
On the macro front, Korea’s central bank surprised the market with a rate cut in June 2016 in response to the prolonged export weakness and the growing pressure to ease monetary policies. The base rate was lowered by 25 basis
3
points to a historically low level of 1.25%, marking the first rate cut since June 2015. Another move came towards the end of June 2016 – in the form of a 10-trillion-Won supplementary budget for the second half of the year. The stimulus package was aimed at creating jobs and cushioning the repercussions of corporate restructuring. Moving to the third quarter of 2016, the government also released its 2017 budget proposal which remains focused on fiscal soundness, sending positive signals to the market.
One of the negative drags in the South Korea market was the political scandal surrounding President Park Geun-hye which erupted in the second half of 2016. The ousting of President Park in March 2017 has removed a major source of uncertainty for Asia’s fourth-largest economy even though the risk of a tactical pullback remains given the country’s heightened tension with China and potential trade tariffs under Donald Trump.
ASEAN stocks supported by external demand
Elsewhere in the ASEAN market, stock performance has been lackluster in 2017 despite the region’s stable GDP growth of 4.4% in the fourth quarter of 2016. Overall domestic demand remained subdued in ASEAN but export data, particularly in Malaysia and Indonesia, has been improving on the back of restocking demand. Recovery in external demand continued in March 2017 and should bring an end to easing cycles across ASEAN countries. This should be positive for the region as the reflationary theme has largely focused on a pick-up in commodity prices. In India, Narendra Modi’s victory in the state election provided more clarity on policy reforms.
While valuations of ASEAN stocks are demanding, we expect to see further improvement in the region underpinned by positive commodity prices, which are beneficial to private consumption and government fiscal revenues.
Table 1. Stock Market Performance
April 2016 – March 2017 (MSCI free indices on a gross basis in USD terms)
Country - Index | 2Q 2016 (%) | 3Q 2016 (%) | 4Q 2016 (%) | 1Q 2017 (%) | 1 Yr to 03/31/2017 (%) |
North Asia | | | | | |
MSCI Hong Kong | 0.9 | 11.9 | -9.0 | 13.4 | 16.6 |
MSCI Taiwan | 1.0 | 12.4 | -2.2 | 11.8 | 24.1 |
MSCI Korea | -1.2 | 11.0 | -5.3 | 16.9 | 21.4 |
MSCI China | 0.3 | 14.0 | -7.1 | 12.9 | 19.9 |
ASEAN | | | | | |
MSCI Singapore | 0.4 | -0.1 | -3.6 | 13.5 | 9.6 |
MSCI Malaysia | -5.9 | -1.5 | -8.4 | 8.3 | -8.1 |
MSCI Thailand | 2.9 | 7.3 | -1.8 | 8.7 | 17.9 |
MSCI Indonesia | 4.5 | 9.5 | -7.7 | 7.1 | 13.1 |
MSCI Philippines | 5.9 | -5.2 | -12.8 | 6.4 | -6.9 |
South Asia | | | | | |
MSCI Sri Lanka | 4.2 | 12.4 | -4.7 | -5.5 | 5.6 |
MSCI India | 3.7 | 5.9 | -8.0 | 17.1 | 18.4 |
MSCI Vietnam | 11.0 | 0.7 | -10.4 | 10.1 | 10.3 |
Region | | | | | |
MSCI AC Asia Ex-Japan Gross | 0.5 | 10.3 | -6.3 | 13.4 | 17.8 |
Source: Morningstar (Value Partners)
Table 2. Currency Market Performance vs USD (Month-ends)
March 2016 – March 2017
Currency US$/Local rate | Mar-16 | Jun-16 | Sep-16 | Dec-16 | Mar-17 | 12M Change (%) |
North Asia | | | | | | |
South Korean Won | 1,143.60 | 1151.85 | 1,101.35 | 1,207.80 | 1118.3 | 2.26 |
Chinese Renminbi | 6.47 | 6.64 | 6.67 | 6.95 | 6.89 | -6.16 |
Hong Kong Dollar | 7.76 | 7.76 | 7.76 | 7.75 | 7.77 | -0.19 |
New Taiwan Dollar | 32.18 | 32.26 | 31.35 | 32.23 | 30.34 | 6.07 |
4
Currency US$/Local rate | Mar-16 | Jun-16 | Sep-16 | Dec-16 | Mar-17 | 12M Change (%) |
ASEAN | | | | | | |
Thai Baht | 35.18 | 35.14 | 34.65 | 35.81 | 34.36 | 2.38 |
Philippine Peso | 46.05 | 47.05 | 48.50 | 49.71 | 50.18 | -8.23 |
Singapore Dollar | 1.35 | 1.35 | 1.36 | 1.44 | 1.40 | -3.63 |
Malaysian Ringgit | 3.90 | 4.03 | 4.14 | 4.49 | 4.43 | -11.84 |
Indonesian Rupiah | 13,260.00 | 13,212.50 | 13,051.00 | 13,472.50 | 13,325.50 | -0.49 |
South Asia | | | | | | |
Sri Lankan Rupee | 146.00 | 145.65 | 146.80 | 149.80 | 152.13 | -4.03 |
Vietnamese Dong | 22,293.00 | 22,304.00 | 22,304.50 | 22,771.00 | 22,755.00 | -2.03 |
Indian Rupee | 66.22 | 67.50 | 66.58 | 67.87 | 64.94 | 1.98 |
Source: Morningstar (Value Partners)
PERFORMANCE
During the twelve-month period ended March 31, 2017, the Fund’s net asset value (NAV) per share increased by US$1.71, from $11.25 to $12.96. In percentage terms, the Fund’s NAV total return performance was up by 17.7%. This compares with an increase of 17.8% by its reference benchmark index, the MSCI All Countries Asia Ex-Japan Index. The Fund’s share price was up by 30.0% over the period, from $9.61 to $12.23. There was a dividend paid on January 6, 2017, in the amount of US$0.22 per share.
Table 3. Performance of Asia Pacific Fund, the Region and Major World Markets (on a gross (dividend reinvested) basis to March 31, 2017, in USD terms)
| 1 Yr (%) | 3 Yrs (%) | 5 Yrs (%) | 10 Yrs (%) |
Asia Pacific Fund (NAV) | 17.71 | 21.33 | 19.56 | 47.76 |
Asia Pacific Fund (Market Price) | 30.04 | 27.46 | 24.45 | 57.90 |
MSCI AC Asia Ex-Japan | 17.82 | 15.64 | 28.01 | 66.02 |
S&P 500 Composite (Price Return) | 14.71 | 26.19 | 67.75 | 66.29 |
MSCI Europe | 10.47 | -2.81 | 35.42 | 13.95 |
MSCI Japan | 14.81 | 20.32 | 40.96 | 8.69 |
Source: Morningstar and Value Partners
The Fund has adopted as its reference index as of April 1, 2010, the MSCI All Countries Asia ex Japan Index, which includes India. Prior to this the Fund was shown against MSCI AC FE Free Ex-Japan Index Total Gross Return.
PORTFOLIO STRATEGY
During the one-year period from end-March 2016 to end-March 2017, the Asia ex-Japan markets have gone through a meaningful transitional year from finally seeing the end of deflation to kick-starting year 2017 with the first double-digit consensus earnings per share (“EPS”) growth in the region since 2010. The market responded positively in the period under review with the All Countries Asia Ex-Japan Index appreciating by 17.8% while the Fund was up 17.7% (in terms of NAV) and 30.0% (in terms of market price).
From a portfolio strategy perspective, Hong Kong/China and South Korea were the top contributing markets. In terms of sectors, we were nimble during the period and increased our holdings in technology hardware makers in Taiwan and South Korea which became the top performance contributors for the portfolio. Our stock picks in Korea’s technology component sector had a strong performance riding on momentum from both DRAM and NAND prices which were underpinned by tight supply and strong demand. In Taiwan, our increased positions in a leading smartphone lens manufacturer generated alpha for the portfolio as the firm enjoyed solid margin expansion in light of the dual camera and lens upgrade cycle for high-end smartphones. Outside technology, our financial exposures in banks and insurance companies in the region also performed well amid rate hikes in the US. In addition, our core exposures in China’s real estate sector benefited from strong contract sales in 2016 and solid earnings announcements, while at the same time, being supported by meaningful southbound flows year-to-date in 2017.
5
Meanwhile, our portfolio was dragged by holdings in utilities. Our holdings which consist of independent power producers (IPPs) retreated as concerns about China’s growth prospects and slower demand led to lower utilization in 2016. On the other hand, a Chinese auto company also contributed negatively because of weaker-than-expected sales from one of its joint venture brands. Nevertheless, we continue to maintain the position as we see limited downside with its low valuation versus peers.
Table 4. Asset Allocation at Quarter Ends (% of Fund’s Net Assets)
Country | Mar. 31, 2016 (%) | June 30, 2016 (%) | Sept. 30, 2016 (%) | Dec. 31, 2016 (%) | Mar. 31, 2017 (%) |
North Asia | 80.0 | 81.9 | 83.2 | 83.8 | 79.2 |
Hong Kong/China/ Macau | 60.2 | 61.6 | 61.1 | 58.0 | 54.3 |
South Korea | 16.6 | 16.5 | 18.0 | 20.7 | 17.7 |
Taiwan | 3.2 | 3.8 | 4.1 | 5.1 | 7.2 |
ASEAN | 13.2 | 13.7 | 11.3 | 12.8 | 12.9 |
Singapore | 7.2 | 6.3 | 5.2 | 4.8 | 4.3 |
Thailand | 2.9 | 2.9 | 2.1 | 2.1 | 1.4 |
Indonesia | 1.0 | 2.3 | 2.5 | 3.2 | 4.0 |
Philippines | 0.9 | 0.8 | 0.3 | 0.4 | 0.8 |
Malaysia | 1.2 | 1.4 | 1.2 | 2.3 | 2.4 |
Cash & Others | 6.8 | 4.4 | 5.5 | 3.4 | 7.9 |
Sources: Prudential Investments LLC (March - June 2016), AST Fund Solutions, LLC (September 2016 - March 2017)
OUTLOOK
The first quarter of 2017 painted a positive picture for equity investors in the Asia ex-Japan region as it was the first double-digit consensus earnings per share growth in the region since 2010. Despite the interest rate normalization in the US, the prospect of the return of nominal growth bodes well for earnings outlook and should be favorable to equity dividend growth, especially as we see better balance sheets (lower net debt) and cash flow (higher free cash flow) in Asian companies now as compared to the last rate hike cycle in 2004-2006.
In spite of the strong year-to-date outperformance in 2017, we remain confident in the region. Currently, Asia ex-Japan stocks are trading at a 12-month forward price-to-earnings (“P/E”) ratio of 12.85 times, which is attractive compared to their global peers (12-month forward P/E of 15.96 times). Under this improving growth and reflationary environment, we will continue to seek to uncover opportunities from both traditional stable high yield and cyclical high yield sectors.
Value Partners Hong Kong Limited
April 18, 2017
Past performance does not guarantee future results and current performance may be lower or higher than the past performance data quoted. The investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than the original cost. Index returns do not include the effect of any sales charges, fund operating expenses or taxes. An investment cannot be made directly in an index.
Unless specified, all information contained in this report is quoted as at March 31, 2017. The views expressed are the views of Value Partners Hong Kong Limited only and are subject to change based on market and other conditions. The information provided does not constitute investment advice and it should not be relied on as such. All material has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. This material contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Any securities mentioned above are for illustrative purpose only, and not a recommendation to invest or divest.
6
THE ASIA PACIFIC FUND, INC.
Portfolio of Investments
as of March 31, 2017
Shares
| | Description
| | Value (Note 1) | |
| | LONG-TERM INVESTMENTS—95.9% | |
| | COMMON STOCKS—85.7% | |
| | CHINA (INCLUDING HONG KONG AND MACAU SAR)—53.8% | |
| 710,000 | | Agricultural Bank of China Ltd. (Class “H” Shares) | | $ | 327,067 | |
| | | (Banking) | | | | |
| 1,862,000 | | Belle International Holdings Ltd. | | | 1,209,947 | |
| | | (Consumer Discretionary) | | | | |
| 444,000 | | BOC Hong Kong Holdings Ltd. | | | 1,813,936 | |
| | | (Banking) | | | | |
| 175,656 | | Cheung Kong Property Holdings Ltd. | | | 1,183,245 | |
| | | (Real Estate) | | | | |
| 189,000 | | China Communications Construction Co. Ltd. (Class “H” Stock) | | | 266,543 | |
| | | (Industrials) | | | | |
| 6,596,000 | | China Construction Bank Corp. (Class “H” Shares) | | | 5,304,639 | |
| | | (Banking) | | | | |
| 292,000 | | China Life Insurance Co. Ltd. (Class “H” Shares) | | | 896,120 | |
| | | (Insurance) | | | | |
| 2,159,000 | | China Lilang Ltd. | | | 1,436,277 | |
| | | (Consumer Discretionary) | | | | |
| 964,000 | | China Machinery Engineering Corp. (Class “H” Shares) | | | 707,045 | |
| | | (Industrials) | | | | |
| 1,024,000 | | China Overseas Land & Investment Ltd. | | | 2,925,150 | |
| | | (Real Estate) | | | | |
| 3,541,000 | | China Power International Development Ltd. | | | 1,316,797 | |
| | | (Utilities) | | | | |
| 1,186,622 | | China Resources Power Holdings Co. Ltd. | | | 2,140,699 | |
| | | (Utilities) | | | | |
| 882,000 | | China Sanjiang Fine Chemical Co. Ltd. | | | 305,292 | |
| | | (Materials) | | | | |
| 1,444,000 | | China State Construction International Holdings Ltd. | | | 2,582,719 | |
| | | (Industrials) | | | | |
| 1,346,685 | | Chongqing Changan Automobile Co. Ltd. (Class “B” Shares) | | | 1,871,479 | |
| | | (Consumer Discretionary) | | | | |
| 112,000 | | Chow Sang Sang Holdings International Ltd. | | | 264,021 | |
| | | (Consumer Discretionary) | | | | |
| 4,324,000 | | CIFI Holdings Group Co. Ltd. | | | 1,680,304 | |
| | | (Real Estate) | | | | |
| 147,656 | | CK Hutchison Holdings Ltd. | | | 1,816,369 | |
| | | (Industrials) | | | | |
| 934,000 | | Convenience Retail Asia Ltd. | | | 498,758 | |
| | | (Consumer Staples) | | | | |
| 24,280,000 | | CSI Properties Ltd. | | | 1,109,104 | |
| | | (Real Estate) | | | | |
| 1,424,000 | | EGL Holdings Co. Ltd. | | | 263,856 | |
| | | (Consumer Discretionary) | | | | |
| 4,391,277 | | Far East Consortium International Ltd. | | | 2,034,176 | |
| | | (Real Estate) | | | | |
| 2,542,000 | | Far East Horizon Ltd. | | | 2,387,776 | |
| | | (Financials) | | | | |
| 2,397,000 | | FSE Engineering Holdings Ltd. | | | 764,918 | |
| | | (Industrials) | | | | |
| 697,000 | | Goldpac Group Ltd. | | | 225,114 | |
| | | (Technology Hardware & Equipment) | | | | |
| 330,000 | | Haitian International Holdings Ltd. | | | 767,728 | |
| | | (Industrials) | | | | |
| 864,000 | | Hopefluent Group Holdings Ltd. | | | 265,709 | |
| | | (Real Estate) | | | | |
| 273,699 | | Huayu Automotive Systems Co. Ltd. (Class H Stock) | | | 723,187 | |
| | | (Consumer Discretionary) | | | | |
| 929,395 | | Hui Xian Real Estate Investment Trust | | | 416,703 | |
| | | (Real Estate Investment Trusts) | | | | |
| 2,626,000 | | Hutchison Telecommunications Hong Kong Holdings Ltd. | | | 780,552 | |
| | | (Telecommunication Services) | | | | |
| 1,023,000 | | Intime Retail Group Co. Ltd. | | | 1,284,756 | |
| | | (Consumer Discretionary) | | | | |
| 6,420,000 | | Jiangnan Group Ltd. | | | 883,922 | |
| | | (Industrials) | | | | |
| 1,188,000 | | Lee & Man Chemical Co. Ltd. | | | 502,930 | |
| | | (Materials) | | | | |
| 2,845,500 | | Longfor Properties Co. Ltd. | | | 4,679,340 | |
| | | (Real Estate) | | | | |
See Notes to Financial Statements.
7
THE ASIA PACIFIC FUND, INC.
Portfolio of Investments
as of March 31, 2017
Continued
Shares
| | Description
| | Value (Note 1) | |
| | CHINA (INCLUDING HONG KONG AND MACAU SAR)—(continued) | |
| 683,000 | | Midea Group Co. Ltd. (Class “A” Shares) | | $ | 3,300,139 | |
| | | (Consumer Discretionary) | | | | |
| 2,790,000 | | Nameson Holdings Ltd. | | | 592,357 | |
| | | (Consumer Discretionary) | | | | |
| 4,899,054 | | Oi Wah Pawnshop Credit Holdings Ltd. | | | 296,282 | |
| | | (Diversified Financial Services) | | | | |
| 6,404,000 | | PetroChina Co. Ltd. (Class “H” Shares) | | | 4,688,768 | |
| | | (Energy) | | | | |
| 340,000 | | Pico Far East Holdings Ltd. | | | 136,936 | |
| | | (Consumer Discretionary) | | | | |
| 492,500 | | Ping An Insurance Group Co. of China Ltd. (Class “H” Shares) | | | 2,756,707 | |
| | | (Insurance) | | | | |
| 3,108,000 | | Qingdao Port International Co. Ltd. (Class “H” Shares) | | | 1,735,665 | |
| | | (Industrials) | | | | |
| 792,000 | | Shimao Property Holdings Ltd. | | | 1,257,580 | |
| | | (Real Estate) | | | | |
| 2,486,000 | | SITC International Holdings Co. Ltd. | | | 1,708,195 | |
| | | (Industrials) | | | | |
| 3,748,025 | | Skyworth Digital Holdings Ltd. | | | 2,469,264 | |
| | | (Consumer Discretionary) | | | | |
| 745,500 | | SmarTone Telecommunications Holdings Ltd. | | | 961,193 | |
| | | (Telecommunication Services) | | | | |
| 1,608,000 | | Springland International Holdings Ltd. | | | 287,605 | |
| | | (Consumer Discretionary) | | | | |
| 2,196,000 | | TK Group Holdings Ltd. | | | 658,390 | |
| | | (Industrials) | | | | |
| 610,000 | | Wasion Group Holdings Ltd. | | | 321,032 | |
| | | (Technology Hardware & Equipment) | | | | |
| 551,000 | | WH Group Ltd. | | | 475,031 | |
| | | (Consumer Staples) | | | | |
| 2,446,000 | | Wonderful Sky Financial Group Holdings Ltd. | | | 660,953 | |
| | | (Consumer Discretionary) | | | | |
| 1,193,400 | | Xinjiang Goldwind Science & Technology Co. Ltd. (Class “H” Shares) | | | 1,796,665 | |
| | | (Capital Goods) | | | | |
| 807,500 | | Xtep International Holdings Ltd. | | | 317,950 | |
| | | (Consumer Discretionary) | | | | |
| 1,063,000 | | Yangtze Optical Fibre and Cable Joint Stock Ltd. Co. (Class “H” Shares) | | | 2,068,141 | |
| | | (Information Technology) | | | | |
| 5,407 | | ZTO Express Cayman, Inc. ADR* | | | 70,778 | |
| | | (Industrials) | | | | |
| | | | | | 72,195,809 | |
| | | INDIA—1.8% | | | | |
| 65,017 | | Infosys Ltd. | | | 1,023,541 | |
| | | (Information Technology) | | | | |
| 161,378 | | Power Grid Corp. of India Ltd. | | | 490,335 | |
| | | (Utilities) | | | | |
| 291,682 | | Sterlite Technologies Ltd. | | | 565,531 | |
| | | (Information Technology) | | | | |
| 192,080 | | Take Solutions Ltd. | | | 373,304 | |
| | | (Information Technology) | | | | |
| | | | | | 2,452,711 | |
| | | INDONESIA—4.0% | | | | |
| 2,744,500 | | PT Adhi Karya Persero Tbk | | | 488,122 | |
| | | (Industrials) | | | | |
| 1,092,700 | | PT Bank Negara Indonesia Persero Tbk | | | 530,954 | |
| | | (Banking) | | | | |
| 6,565,000 | | PT Bank Pan Indonesia Tbk* | | | 445,861 | |
| | | (Banking) | | | | |
| 350,600 | | PT Bank Rakyat Indonesia Persero Tbk | | | 341,378 | |
| | | (Financials) | | | | |
| 13,185,200 | | PT Bekasi Fajar Industrial Estate Tbk | | | 308,715 | |
| | | (Real Estate) | | | | |
| 1,736,600 | | PT Indosat Tbk* | | | 912,251 | |
| | | (Telecommunication Services) | | | | |
| 3,454,600 | | PT Media Nusantara Citra Tbk | | | 479,607 | |
| | | (Consumer Discretionary) | | | | |
| 192,700 | | PT Metropolitan Land Tbk | | | 4,628 | |
| | | (Real Estate) | | | | |
| 1,482,800 | | PT Nusa Raya Cipta Tbk | | | 46,068 | |
| | | (Capital Goods) | | | | |
See Notes to Financial Statements.
8
Shares
| | Description
| | Value (Note 1) | |
| | INDONESIA—(continued) | | | |
| 40,925,800 | | PT Panin Financial Tbk* | | $ | 651,103 | |
| | | (Insurance) | | | | |
| 4,841,100 | | PT Perusahaan Gas Negara Persero Tbk | | | 919,139 | |
| | | (Utilities) | | | | |
| 4,334,900 | | Total Bangun Persada Tbk PT | | | 263,500 | |
| | | (Industrials) | | | | |
| | | | | | 5,391,326 | |
| | | MALAYSIA—2.4% | | | | |
| 552,800 | | CB Industrial Product Holding Bhd | | | 261,067 | |
| | | (Industrials) | | | | |
| 541,600 | | Cimb Group Holdings Bhd | | | 681,666 | |
| | | (Banking) | | | | |
| 1,754,525 | | Mah Sing Group Bhd | | | 574,864 | |
| | | (Real Estate) | | | | |
| 350,300 | | Tenaga Nasional Bhd | | | 1,086,005 | |
| | | (Utilities) | | | | |
| 751,300 | | UOA Development Bhd | | | 458,369 | |
| | | (Real Estate) | | | | |
| 74,400 | | ViTrox Corp. Bhd | | | 79,687 | |
| | | (Semiconductors & Semiconductor Equipment) | | | | |
| | | | | | 3,141,658 | |
| | | PHILIPPINES—0.8% | | | | |
| 6,300 | | International Container Terminal Services, Inc. | | | 11,288 | |
| | | (Industrials) | | | | |
| 346,570 | | Metropolitan Bank & Trust Co. | | | 552,578 | |
| | | (Financials) | | | | |
| 13,735 | | PLDT, Inc. | | | 450,579 | |
| | | (Telecommunication Services) | | | | |
| | | | | | 1,014,445 | |
| | | SINGAPORE—4.3% | | | | |
| 623,756 | | AIMS AMP Capital Industrial REIT | | | 617,580 | |
| | | (Real Estate Investment Trusts) | | | | |
| 961,300 | | Asian Pay Television Trust | | | 319,551 | |
| | | (Consumer Discretionary) | | | | |
| 594,350 | | CapitaLand Retail China Trust | | | 628,829 | |
| | | (Real Estate Investment Trusts) | | | | |
| 154,800 | | China Jinjiang Environment Holding Co. Ltd.* | | | 101,256 | |
| | | (Utilities) | | | | |
| | | SINGAPORE—(continued) | | | | |
| 1,033,225 | | Croesus Retail Trust | | | 657,376 | |
| | | (Real Estate Investment Trusts) | | | | |
| 112,282 | | DBS Group Holdings Ltd. | | | 1,557,187 | |
| | | (Banking) | | | | |
| 1,597,000 | | Ezion Holdings Ltd.* | | | 405,287 | |
| | | (Energy) | | | | |
| 289,675 | | Frasers Commercial Trust | | | 265,063 | |
| | | (Real Estate Investment Trusts) | | | | |
| 1,192,200 | | Viva Industrial Trust | | | 677,556 | |
| | | (Real Estate) | | | | |
| 659,500 | | Yangzijiang Shipbuilding Holdings Ltd. | | | 532,748 | |
| | | (Capital Goods) | | | | |
| | | | | | 5,762,433 | |
| | | SOUTH KOREA—9.5% | | | | |
| 4,672 | | Amorepacific Group | | | 249,831 | |
| | | (Consumer Staples) | | | | |
| 18,217 | | Amotech Co. Ltd.* | | | 417,022 | |
| | | (Information Technology) | | | | |
| 937 | | E-MART, Inc. | | | 172,184 | |
| | | (Consumer Staples) | | | | |
| 7,441 | | Fila Korea Ltd. | | | 466,435 | |
| | | (Consumer Discretionary) | | | | |
| 35,574 | | KB Financial Group, Inc. | | | 1,558,728 | |
| | | (Banking) | | | | |
| 86,729 | | Korea Electric Power Corp. | | | 3,602,398 | |
| | | (Utilities) | | | | |
| 133,884 | | LG Uplus Corp.* | | | 1,712,010 | |
| | | (Telecommunication Services) | | | | |
| 85,587 | | Macquarie Korea Infrastructure Fund | | | 636,756 | |
| | | (Diversified Financial Services) | | | | |
| 13,932 | | Maeil Dairy Industry Co. Ltd. | | | 588,027 | |
| | | (Consumer Staples) | | | | |
| 1,263 | | Samsung Electronics Co. Ltd. | | | 2,326,549 | |
| | | (Technology Hardware & Equipment) | | | | |
| 25,788 | | Sekonix Co. Ltd. | | | 380,490 | |
| | | (Technology Hardware & Equipment) | | | | |
| 12,380 | | SK Hynix, Inc. | | | 559,054 | |
| | | (Semiconductors & Semiconductor Equipment) | | | | |
| | | | | | 12,669,484 | |
See Notes to Financial Statements.
9
THE ASIA PACIFIC FUND, INC.
Portfolio of Investments
as of March 31, 2017
Continued
Shares
| | Description
| | Value (Note 1) | |
| | TAIWAN—7.2% | | | |
| 176,340 | | Advanced Semiconductor Engineering, Inc. | | $ | 225,202 | |
| | | (Information Technology) | | | | |
| 341,000 | | Basso Industry Corp. | | | 1,036,177 | |
| | | (Consumer Discretionary) | | | | |
| 1,307,000 | | CTBC Financial Holding Co. Ltd. | | | 807,654 | |
| | | (Banking) | | | | |
| 195,000 | | Flexium Interconnect, Inc. | | | 678,010 | |
| | | (Information Technology) | | | | |
| 157,825 | | Johnson Health Tech Co. Ltd. | | | 233,805 | |
| | | (Consumer Discretionary) | | | | |
| 343,000 | | Kerry TJ Logistics Co. Ltd. | | | 484,388 | |
| | | (Industrials) | | | | |
| 835,000 | | King Yuan Electronics Co. Ltd. | | | 770,536 | |
| | | (Information Technology) | | | | |
| 6,700 | | Largan Precision Co. Ltd. | | | 1,055,483 | |
| | | (Information Technology) | | | | |
| 73,000 | | MediaTek, Inc. | | | 517,261 | |
| | | (Information Technology) | | | | |
| 41,955 | | Superalloy Industrial Co. Ltd. | | | 245,487 | |
| | | (Consumer Discretionary) | | | | |
| 441,000 | | Taiwan Sakura Corp. | | | 525,407 | |
| | | (Consumer Discretionary) | | | | |
| 220,000 | | Taiwan Semiconductor Manufacturing Co. Ltd. | | | 1,370,355 | |
| | | (Information Technology) | | | | |
| 386,222 | | Win Semiconductors Corp. | | | 1,718,381 | |
| | | (Information Technology) | | | | |
| | | | | | 9,668,146 | |
| | | THAILAND—1.4% | | | | |
| 3,179,100 | | AP Thailand PCL | | | 666,119 | |
| | | (Real Estate) | | | | |
| 156,200 | | Hana Microelectronics PCL | | | 213,646 | |
| | | (Technology Hardware & Equipment) | | | | |
| 1,437,600 | | Supalai PCL | | | 1,045,907 | |
| | | (Real Estate) | | | | |
| | | | | | 1,925,672 | |
| | | UNITED STATES—0.5% | | | | |
| 23,813 | | Yum China Holdings, Inc.* | | | 647,714 | |
| | | (Consumer Discretionary) | | | | |
| | | | | | | |
| | | TOTAL COMMON STOCKS (cost $108,672,087) | | | 114,869,398 | |
| | | MUTUAL FUND—2.0% | | | | |
| | | INDIA | | | | |
| 86,900 | | iShares MSCI India ETF (cost $2,452,478) | | | 2,736,046 | |
| | | (Others) | | | | |
| | | | | | | |
| | | PREFERENCE STOCKS—8.2% | |
| | | SOUTH KOREA | | | | |
| 97 | | CJ CheilJedang Corp. | | | 13,141 | |
| | | (Consumer Staples) | | | | |
| 30,573 | | LG Corp. | | | 1,079,883 | |
| | | (Industrials) | | | | |
| 4,787 | | Samsung Electronics Co. Ltd. | | | 6,861,809 | |
| | | (Technology Hardware & Equipment) | | | | |
| 19,328 | | Samsung Fire & Marine Insurance Co. Ltd. | | | 3,085,083 | |
| | | (Insurance) | | | | |
| | | Total Preference Stocks (cost $8,175,086) | | | 11,039,916 | |
Units | | | | | | |
| | | WARRANTS*—0.0% | | | | |
| | | MALAYSIA—0.0% | | | | |
| 423,637 | | Mah Sing Group Bhd, expiring 02/21/20 | | | 13,880 | |
| | | (Real Estate) | | | | |
| | | | | | | |
| | | SINGAPORE—0.0% | | | | |
| 286,063 | | Ezion Holdings Ltd., expiring 04/24/20 | | | 16,974 | |
| | | (Energy) | | | | |
| | | Total Warrants (cost $0) | | | 30,854 | |
| | | Total Long-Term Investments (cost $119,299,651) | | | 128,676,214 | |
See Notes to Financial Statements.
10
Shares
| | Description
| | Value (Note 1) | |
| | SHORT-TERM INVESTMENT—0.2% | |
| | MONEY MARKET MUTUAL FUND | |
| 227,174 | | JPMorgan Prime Money Market Fund/Premier (cost $227,174) | | $ | 227,174 | |
| | | Total Investments—96.1% (cost $119,526,825) (Note 5) | | | 128,903,388 | |
| | | Other assets in excess of liabilities—3.9% | | | 5,200,787 | |
| | | Net Assets—100.0% | | $ | 134,104,175 | |
* | Non-income producing security. |
The following abbreviations are used in this report:
ADR | American Depositary Receipt |
ETF | Exchange Traded Fund |
MSCI | Morgan Stanley Capital International |
REIT | Real Estate Investment Trust |
Fair Value Measurements:
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—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.
Level 3—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, 2017 in valuing such portfolio securities:
| | Level 1 | | | Level 2 | | | Level 3 | |
Investments in Securities | | | | | | | | | |
Common Stocks | | | | | | | | | |
China (including Hong Kong and Macau SAR) | | $ | 72,195,809 | | | $ | — | | | $ | — | |
India | | | 2,452,711 | | | | — | | | | — | |
Indonesia | | | 5,391,326 | | | | — | | | | — | |
Malaysia | | | 3,141,658 | | | | — | | | | — | |
Philippines | | | 1,014,445 | | | | — | | | | — | |
Singapore | | | 5,762,433 | | | | — | | | | — | |
South Korea | | | 12,669,484 | | | | — | | | | — | |
Taiwan | | | 9,668,146 | | | | — | | | | — | |
Thailand | | | — | | | | 1,925,672 | | | | — | |
United States | | | 647,714 | | | | — | | | | — | |
Mutual Fund | | | | | | | | | | | | |
India | | | 2,736,046 | | | | — | | | | — | |
Preference Stocks | | | | | | | | | | | | |
South Korea | | | 11,039,916 | | | | — | | | | — | |
Warrants | | | | | | | | | | | | |
Malaysia | | | 13,880 | | | | — | | | | — | |
Singapore | | | 16,974 | | | | — | | | | — | |
Money Market Mutual Fund | | | 227,174 | | | | — | | | | — | |
Total | | $ | 126,977,716 | | | $ | 1,925,672 | | | $ | — | |
During the period, there were no transfers between Level 1, Level 2 and Level 3 to report.
The following is a reconciliation of assets in which unobservable inputs (Level 3) were used in determining fair value:
Balance as of 3/31/16 | | $ | 2,225,498 | |
Realized gain (loss) | | | 344,255 | |
Change in unrealized appreciation (depreciation) | | | 1,614,716 | |
Purchases | | | — | |
Sales | | | (4,184,469 | ) |
Accrued discount/premium | | | — | |
Transfers into Level 3 | | | — | |
Transfers out of Level 3 | | | — | |
Balance as of 3/31/17 | | $ | — | |
See Notes to Financial Statements.
11
THE ASIA PACIFIC FUND, INC.
Portfolio of Investments
as of March 31, 2017
Continued
Industry Classification:
The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of March 31, 2017 were as follows (unaudited):
Real Estate | 14.1% |
Consumer Discretionary | 14.0 |
Industrials | 10.9 |
Banking | 9.7 |
Information Technology | 8.0 |
Technology Hardware & Equipment | 7.7 |
Utilities | 7.2 |
Insurance | 5.5 |
Energy | 3.8 |
Telecommunication Services | 3.6 |
Financials | 2.4 |
Others | 2.0 |
Real Estate Investment Trusts | 1.9 |
Capital Goods | 1.8 |
Consumer Staples | 1.5 |
Diversified Financial Services | 0.7 |
Materials | 0.6 |
Semiconductors & Semiconductor Equipment | 0.5 |
Money Market Mutual Fund | 0.2 |
| 96.1 |
Other assets in excess of liabilities | 3.9 |
| 100.0% |
The Fund invested in derivative instruments 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 position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.
Fair values of derivative instruments as of March 31, 2017 as presented in the Statement of Assets and Liabilities:
| | Asset Derivatives | | | Liability Derivatives | |
Derivatives not accounted for as hedging instruments, carried at fair value | | Balance Sheet Location | | Fair Value | | | Balance Sheet Location | | | Fair Value | |
Equity contracts | | Investments | | $ | 30,854 | | | | — | | | $ | — | |
The effects of derivative instruments on the Statement of Operations for the fiscal year ended March 31, 2017 are as follows:
For the fiscal year ended March 31, 2017, the Fund did not have any realized gain or (loss) on derivatives recognized in income on the Statement of Operations.
| Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income | | | | |
Derivatives not accounted for as hedging instruments, carried at fair value | | | Warrants* | |
Equity contracts | | | $ | 6,419 | |
* | Included in net change in unrealized (depreciation) on investments in the Statement of Operations. |
See Notes to Financial Statements.
12
THE ASIA PACIFIC FUND, INC. Statement of Assets and Liabilities as of March 31, 2017 | |
Assets | | | |
Investments at value: | | | |
Investments, at value (cost $119,526,825) | | $ | 128,903,388 | |
Cash | | | 1,868,993 | |
Foreign currency, at value (cost $3,100,815) | | | 3,110,138 | |
Dividends receivable | | | 605,622 | |
Receivable for investments sold | | | 542,888 | |
Other income receivable | | | 109,349 | |
Prepaid expenses | | | 35,390 | |
Total Assets | | | 135,175,768 | |
Liabilities | | | | |
Payable for investments purchased | | | 642,450 | |
Accrued expenses and other liabilities | | | 309,347 | |
Investment management fee payable | | | 104,378 | |
Administration fee payable | | | 15,418 | |
Total Liabilities | | | 1,071,593 | |
Net Assets | | $ | 134,104,175 | |
| | | | |
Net assets were comprised of: | | | | |
Common stock, at par | | $ | 103,441 | |
Paid-in capital in excess of par | | | 126,998,926 | |
| | | 127,102,367 | |
Undistributed net investment income | | | 33,170 | |
Accumulated net realized loss on investment and foreign currency transactions | | | (2,453,427 | ) |
Net unrealized appreciation on investments and foreign currencies | | | 9,422,065 | |
Net assets, March 31, 2017 | | $ | 134,104,175 | |
| | | | |
Net Asset Value per share ($134,104,175 ÷ 10,344,072 shares of common stock outstanding) | | $ | 12.96 | |
See Notes to Financial Statements.
THE ASIA PACIFIC FUND, INC. Statement of Operations Fiscal year ended March 31, 2017 | |
Net Investment Income | | | |
Income | | | |
Dividends (net of foreign withholding taxes of $310,319) | | $ | 4,703,198 | |
Other income | | | 109,349 | |
Total income | | | 4,812,547 | |
Expenses | | | | |
Investment management fee | | | 1,158,423 | |
Administration fee | | | 183,510 | |
Directors' fees and board expenses | | | 278,604 | |
Legal fees and expenses | | | 250,532 | |
Custodian and accounting fees | | | 226,904 | |
Insurance | | | 118,194 | |
Reports to shareholders | | | 113,000 | |
Chief compliance officer fees | | | 65,542 | |
Audit fee | | | 51,363 | |
Transfer agent's fees and expenses | | | 25,000 | |
Registration fees | | | 23,239 | |
Loan interest and commitment fees | | | 6,741 | |
Miscellaneous | | | 53,542 | |
Total expenses | | | 2,554,594 | |
Less: Management fee waiver | | | (8,794 | ) |
Net expenses | | | 2,545,800 | |
Net investment income | | | 2,266,747 | |
Realized And Unrealized Gain (Loss) On Investments And Foreign Currency Transactions | | | | |
Net realized gain on: | | | | |
Investment transactions | | | 1,174,794 | |
Foreign currency transactions | | | 8,409 | |
| | | 1,183,203 | |
Net change in unrealized appreciation on: | | | | |
Investments | | | 16,583,912 | |
Foreign currencies | | | (35,216 | ) |
| | | 16,548,696 | |
Net gain on investment and foreign currency transactions | | | 17,731,899 | |
Net Increase In Net Assets Resulting From Operations | | $ | 19,998,646 | |
See Notes to Financial Statements.
13
THE ASIA PACIFIC FUND, INC.
Statement of Changes in Net Assets
| | Year Ended March 31, | |
Increase in Net Assets | | 2017 | | | 2016 | |
Operations | | | | | | |
Net investment income | | $ | 2,266,747 | | | $ | 2,104,898 | |
Net realized gain on investment and foreign currency transactions | | | 1,183,203 | | | | 3,330,421 | |
Net change in unrealized appreciation on investments and foreign currencies | | | 16,548,696 | | | | (19,020,849 | ) |
Net increase (decrease) in net assets resulting from operations | | | 19,998,646 | | | | (13,585,530 | ) |
Dividends from net investment income | | | (2,275,979 | ) | | | (5,275,477 | ) |
Total increase (decrease) | | | 17,722,667 | | | | (18,861,007 | ) |
Net Assets: | | | | | | | | |
Beginning of year | | | 116,381,508 | | | | 135,242,515 | |
End of year (a) | | $ | 134,104,175 | | | $ | 116,381,508 | |
(a) Includes undistributed net investment income of: | | $ | 33,170 | | | $ | — | |
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 (excluding Japan).
Note 1. Accounting Policies
The Fund follows investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services—Investment Companies. The following accounting policies conform to U.S. generally accepted accounting principles. The Fund consistently follows such policies in the preparation of its financial statements.
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 and is in compliance FASB ASC 820-10-50. The Board of Directors (the “Board”) has adopted Valuation Procedures for security valuation under which specified fair valuation responsibilities have been delegated to the Investment Manager, Value Partners Hong Kong Limited. Under the current Valuation Procedures, the established Valuation Committee is responsible for supervising the valuation of portfolio securities, other assets and liabilities under specified circumstances. The Valuation Procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers and alternative valuation methods when market quotations are not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly-scheduled quarterly meeting.
Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the table following the Portfolio of Investments.
See Notes to Financial Statements.
14
Common stocks and preference shares, exchange-traded funds, and derivative instruments such as futures or options that are traded on a securities exchange are valued at the last sale price as of the close of trading on the applicable exchange where the security principally trades. 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.
In the event that no sale or official closing price on the valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in absence of an ask price. These securities are classified as Level 2 of the fair value hierarchy.
For common stocks and preference shares 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 in the fair value hierarchy.
Participatory Notes (P-notes) are generally valued based upon the value of a related underlying security that trades actively in the market and are classified as Level 2 in the fair value hierarchy.
Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset value on the date of valuation.
Securities, other assets and liabilities that cannot be priced using the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, 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 deemed reliable by the investment manager regarding the issuer or the markets or industry in which it operates. 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 U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets and liabilities—at the current rates of exchange.
(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 long-term portfolio 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 long-term 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. Notwithstanding the above, the Fund does isolate the effect of fluctuations in foreign currency exchange rates when determining the gain (loss) upon the sale or maturity of foreign currency denominated debt obligations; such amounts are included in net realized gains (losses) on foreign currency transactions.
15
THE ASIA PACIFIC FUND, INC.
Notes to Financial Statements
Continued
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from holdings of foreign currencies, forward currency contracts, disposition of foreign currencies, currency gains (losses) realized between the trade and settlement dates on security transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities (other than investments) at fiscal period end exchange rates are reflected as a component of unrealized appreciation (depreciation) on 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.
Real Estate Investment Trusts (“REITs”): The Fund’s positions in non-U.S. REITs are treated as passive foreign investment companies for U.S. tax purposes.
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 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 (losses) from securities and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date, and interest income is 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 current year 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 under subchapter M of the U.S. Internal Revenue Code of 1986, as amended applicable to regulated investment companies and to distribute all of
16
its taxable income and net capital gains to shareholders. Therefore, no federal income tax provision is required. If the Fund determines in the future to retain taxable 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.
Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of March 31, 2017, no provision for income tax is required in the Fund’s financial statements. The Fund’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 Internal Revenue Service and state departments of revenue.
Estimates: The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
Note 2. Investment Management and Administration Agreements
The Fund has a management agreement with Value Partners Hong Kong Limited (the “Investment Manager”), and an administration agreement with AST Fund Solutions, 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.
Effective on January 12, 2017, the Investment Manager has voluntarily agreed to waive a portion of its fee entitled to be received from the Fund so that such fee does not exceed the lesser of 0.90% of the Fund’s average weekly net assets or the current prevailing effective rate under the terms of the management agreement. For the fiscal year ended March 31, 2017, such waiver in fees amounted to $8,794.
The administration fee is also computed weekly and payable monthly at the following annual rates: 0.15% of the Fund’s average weekly net assets up to $100 million and 0.12% of such assets in excess of $100 million. Such fee is subject to an annual minimum of $150,000.
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
Cost of purchases and proceeds from sales of investment securities, other than short-term investments, for the fiscal year ended March 31, 2017 aggregated $80,105,832 and $77,646,278 respectively.
Note 4. 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 overdistributed net investment income, 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 overdistributed net investment income, accumulated net realized loss on investment and foreign currency transactions and paid-in capital in excess of par. For the year ended March 31, 2017, the adjustments were to increase undistributed net investment income by $201,272 and increase accumulated net realized loss on investment and foreign currency transactions by $201,272 due to differences in the treatment for book and tax purposes of certain transactions involving foreign securities and currencies, and investments in passive foreign investment companies. Net investment income, net realized gain (loss) on investment and foreign currency transactions and net assets were not affected by these adjustments.
17
THE ASIA PACIFIC FUND, INC.
Notes to Financial Statements
Continued
For the years ended March 31, 2017 and March 31, 2016, the tax character of distributions paid by the Fund were $2,275,979 and $5,275,477 of ordinary income, respectively.
As of March 31, 2017, the Fund had accumulated undistributed net investment income of $337,887.
The United States federal income tax basis of the Fund’s investments and the net unrealized depreciation as of March 31, 2017 were as follows:
Tax Basis | Appreciation | Depreciation |
$120,089,690 | $15,364,029 | $(6,550,331) |
Net Unrealized Depreciation | Other Cost Basis Adjustments | Total Net Unrealized Depreciation |
$8,813,698 | $45,502 | $8,859,200 |
The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales and investments in passive foreign investment companies. Other cost basis adjustments are 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 realized on or after April 1, 2011 (“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 $938,000 of its pre-enactment losses to offset net taxable gains realized in the fiscal year ended March 31, 2017. 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, 2017, the pre-enactment and post-enactment losses were approximately:
Post-Enactment Losses: | | $ | 0 | |
Pre-Enactment Losses: | | | | |
Expiring 2018 | | $ | 2,195,000 | |
Management has analyzed the Fund’s tax positions taken on federal, state and local 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, state and local 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 credit facility with a prime broker. Through June 30, 2016, the Fund was a party to a committed credit facility with a bank. The credit facility provides for a maximum commitment of $25,000,000. Interest on any borrowings under the credit facility is at contracted market rates. The Fund’s obligations under the credit facility are secured by the assets of the Fund in an amount equal to twice the amount borrowed under the credit facility. 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 fiscal year ended March 31, 2017, the Fund had no borrowings under either credit facility.
Note 7. New Accounting Pronouncements
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In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, final rules) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Although still evaluating the potential impact to the Fund, management does not expect these changes to have a significant impact on the Fund’s financial statements.
19
THE ASIA PACIFIC FUND, INC.
Financial Highlights
| | Year Ended March 31, | |
Per Share Operating Performance: | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
Net asset value, beginning of year | | $ | 11.25 | | | $ | 13.07 | | | $ | 11.50 | | | $ | 11.92 | | | $ | 11.67 | |
Net investment income | | | 0.22 | | | | 0.20 | | | | 0.23 | | | | (0.02 | ) | | | (0.03 | ) |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 1.71 | | | | (1.51 | ) | | | 1.34 | | | | (0.40 | ) | | | 0.28 | |
Total from investment operations | | | 1.93 | | | | (1.31 | ) | | | 1.57 | | | | (0.42 | ) | | | 0.25 | |
Less dividends: | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.22 | ) | | | (0.51 | ) | | | — | | | | — | | | | — | |
Net asset value, end of period | | $ | 12.96 | | | $ | 11.25 | | | $ | 13.07 | | | $ | 11.50 | | | $ | 11.92 | |
Market value, end of period | | $ | 12.23 | | | $ | 9.61 | | | $ | 11.61 | | | $ | 10.33 | | | $ | 10.76 | |
Total investment return(a): | | | 30.04 | % | | | (12.79 | )% | | | 12.39 | % | | | (4.00 | )% | | | 1.70 | % |
Ratios to Average Net Assets: | | | | | | | | | | | | | | | | | | | | |
Total expenses (including loan interest and waiver/reimbursement)(c) | | | 2.07 | % | | | 2.08 | %(b) | | | 2.05 | %(b) | | | 2.33 | % | | | 2.16 | %(b) |
Total expenses (including loan interest and excluding waiver/reimbursement)(c) | | | 2.08 | % | | | 2.08 | %(b) | | | 2.05 | %(b) | | | 2.33 | % | | | 2.16 | %(b) |
Net investment income, including waiver/reimbursement | | | 1.84 | % | | | 1.62 | % | | | 1.83 | % | | | (0.18 | )% | | | (0.28 | )% |
Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Average net assets (000 omitted) | | $ | 123,051 | | | $ | 130,218 | | | $ | 129,506 | | | $ | 119,204 | | | $ | 117,996 | |
Portfolio turnover rate | | | 66 | % | | | 69 | % | | | 76 | % | | | 175 | % | | | 180 | % |
Net assets, end of year (000 omitted) | | $ | 134,104 | | | $ | 116,382 | | | $ | 135,243 | | | $ | 118,991 | | | $ | 123,269 | |
(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 expense ratios without loan interest expense would have been 2.07%, 2.05% and 2.11% for the fiscal years ended March 31, 2016, 2015 and 2013, respectively. No loan interest was incurred during the fiscal years ended March 31, 2017 and 2014. |
(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 of common stock.
See Notes to Financial Statements.
20
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. (the “Fund”), including the portfolio of investments, as of March 31, 2017, and the related statement of operations for the year then ended, the statements 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, 2017, 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, 2017, 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.
| | |
New York, New York May 25, 2017 | | |
21
THE ASIA PACIFIC FUND, INC.
Tax Information (Unaudited)
For the year ended March 31, 2017, the Fund reports the maximum amount allowable, but not less than 55.27% of the ordinary income dividends paid during the fiscal year as qualified dividend income in accordance with Section 854 of the Internal Revenue Code.
For the fiscal year ended March 31, 2017, 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: $287,767 foreign tax credit from recognized foreign source income of $5,007,132.
In January 2018, 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 2017.
22
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 Value Partners Hong Kong Limited (the “Investment Manager”).
Independent Directors
Name, Address** and Age | Positions with Fund*** | Term of Office*** and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by the Director**** |
Jessica M. Bibliowicz (57) | Director (Class II) | Since 2006 | Senior Adviser (since 2013) of Bridge Growth Partners (private equity firm); formerly, 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 | Director of Advanced Series Trust (since September 2014), Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund (since March 2015); Sotheby’s (since 2014); formerly Director of Realogy Holdings Corp. (2013-2016). |
Michael J. Downey (73) | Director and Chairman (Class I) | Since 1986 Since 1999 | Private Investor. | 1 | Director, AB Mutual Fund Complex (120 funds). |
23
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 | Principal Occupations During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by the Director**** |
Robert F. Gunia (70) | Director (Class III) | Since 1989 | 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; Director ICI Mutual Insurance Company (June 2012-June 2015 and June 2016-present). |
Duncan M. McFarland (73) | Director (Class I) | Since 2005 | Formerly, Managing Partner and Chief Executive Officer, Wellington Management Company, LLP. (1994-2004); formerly Trustee, Financial Accounting Foundation (2001-2009). | 1 | Director of Via Science Inc. |
24
Independent Directors continued
Name, Address** and Age | Positions with Fund*** | Term of Office*** and Length of Time Served | Principal Occupations During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by the Director**** |
David G. P. Scholfield (73) | Director (Class III) | Since 1988 | Chairman, Acru China + Absolute Return Fund; Director, Bank of China HK RMB Bond Fund and Wealth Achieve Series; Senior Independent Director, Thames River Multi-Hedge PCC Ltd;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 | |
Christopher R. C. Sykes (62) | Director (Class III) | Since 2014 | Chairman (since 2006) and Co-Founder of Charlesworth Sykes and Company, Hong Kong, an independent management consultancy with a special focus on Asia’s global expansion; Regional Political Adviser and Deputy Consul General, Hong Kong, HM Diplomatic Service (2003-2006 and 1986-1990); Director, Hong Kong and Singapore, Wardley Investment Bank (now HSBC) (1990-1992). | | |
25
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 | Principal Occupations During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by the Director**** |
William G. Tung (67) | Director (Class II) | Since 2013 | Partner & Managing Director of Cindat Capital Management Ltd. (2013-Present); President and CEO of GT International Associates (2011-Present); Managing Partner of AT-BCM LLC (2013-Present); Executive Director of the Shanghai Bund de Rockefeller Group Master Development Co. Ltd (2009-Present), formerly Chairman & Legal Rep (2005-2008); formerly, Managing Director of the Rockefeller Group Asia Pacific (2003-2010). | 1 | |
26
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 | Principal Occupations During Past 5 Years |
King Lun Au (57) | President | Since February 2017 | Chief Executive Officer of Value Partners Group Limited (since December 2016); Chief Executive Officer of Eastspring Investments (Hong Kong) Limited from December 2015 to November 2016; Chief Executive Officer of BOCHK Asset Management Limited from May 2010 to November 2015. |
Frank J. Maresca (58) | Treasurer and Chief Financial Officer and Assistant Secretary | Since July 2016 | Executive Vice President of AST Fund Solutions, LLC (since February 2012), Executive Vice President of Ultimus Fund Solutions, LLC (from March 2009-February 2012); Treasurer of the Cornerstone Strategic Value Fund, Inc. and the Cornerstone Total Return Fund, Inc. |
Hoyt M. Peters (53) | Secretary and Assistant Treasurer | Since July 2016 | Vice President of AST Fund Solutions, LLC (since April 2013); Vice President of Ultimus Fund Solutions, LLC (from November 2009-March 2013). |
Ann Marie Swanson (51) | Chief Compliance Officer | Since July 2016 | Director, Alaric Compliance Services, LLC (October 2015 to present); Vice President and Chief Compliance Officer, Thomas Partners Investment Management (May 2013 to March 2015); Senior Vice President and Chief Compliance Officer, Aletheia Research and Management, Inc. (August 2010 to January 2013). |
** | The address of the Directors and Officers is c/o: AST Fund Solutions, LLC, 48 Wall Street – 22nd Floor, New York, New York 10005. |
*** | 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. |
27
Privacy Notice (Unaudited)
FACTS | WHAT DOES THE ASIA PACIFIC FUND, INC. (“APB”) DO WITH YOUR PERSONAL INFORMATION? |
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Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
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What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information Contact information such as mailing address, e-mail address, and telephone number When you are no longer our customer, we continue to share your information as described in this notice. |
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How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers ‘ personal information; the reasons APB chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Does APB share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | No | We don’t share |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
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Questions? | Call 888-4-ASIA-PAC or 1-888-427-4272 |
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Privacy Notice (Unaudited)
Who we are |
Who is providing this notice? | The Asia Pacific Fund, Inc. (“APB”) |
What we do |
How does APB protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does APB collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your personal information from others, such as affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
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Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● None |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● APB does not share with nonaffiliates, so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● APB does not jointly market. |
29
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) 937-5449.
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 is American Stock Transfer & Trust Co., LLC. The Plan Agent’s 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.
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Additional Information (Unaudited)
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 is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q for its first and third fiscal quarters and within 60 days of the fiscal quarter end. Once filed, the Fund’s Form N-Q is available without charge on the SEC’s website (http//www.sec.gov) or by calling the Fund toll free at 1-(888) 4-ASIA-PAC (1-888-427-4272). Copies of the Fund’s Form N-Q may also be obtained by visiting the SEC’s Public Reference Room in Washington, DC (please call the SEC at 800-732-0330 for information on the operation of the Public Reference Room).
Proxy Voting
Information regarding the Fund’s proxy voting policies and procedures and its 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 (1-888-472-4272) and on the SEC’s website (http//www.sec.gov) or on or through the Fund’s website address (www.asiapacificfund.com).
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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 Value Partners Hong Kong Limited, 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:
VP will generally support management recommendations about the internal operations of the company or which are not expected to have a significant economic effect on the company or its security-holders. Proposals which are likely to have significant economic effect on the company and its security-holders will be subject to greater scrutiny on a case-by-case basis.
Clients may obtain information as to what issues were voted upon by VP in respect of their securities and how their proxies were voted on such issues. Information will be provided promptly with respect to any period for which VP retains records on-site, and after a reasonable period of time if resort to off-site records is required.
Norman joined Value Partners in 1995 and was promoted to Investment Director and Senior Investment Director in 2010 and January 2014, respectively. He has extensive experience in the fund management and investment industry, with a focus on research and portfolio management. He is a key leader in Value Partners’ investment process, including a high degree of responsibility for portfolio management.
He graduated with a Bachelor’s degree in Social Sciences (majoring in Management Studies) from The University of Hong Kong. He is a CFA charterholder.
(a)(2) In addition to the Fund, Mr. Ho was also responsible for the day-to-day management of the portfolio of the following accounts as of March 31, 2017:
There is no material conflict between the management of The Asia Pacific Fund, Inc. 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, 2017, Mr. Ho 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.
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.
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.