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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934 - Rule 14a-8
Asia Pacific Fund-Omission of Shareholder Proposal Submitted by Matisse Capital Management, L.P.

July 20, 2018

Mr. Jonathan M. Kopcsik, Esq.
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103

Dear Mr. Kopscik:

In a letter dated June 15, 2018, on behalf of the Asia Pacific Fund (the“Fund”), you requested confirmation from the staff of the Division of Investment Management (“Division”) that it would not recommend enforcement action to the Securities and Exchange Commission if a shareholder proposal (the “Proposal”) and supporting statement, (“Supporting Statement”), submitted by Matisse Capital Management, L.P. (the “Proponent”) is excluded from the proxy materials associated with the Fund’s 2018 annual meeting of shareholders (the “Proxy Materials”). The Proposal provides:

RESOLVED: All investment advisory and management agreements between The Asia Pacific Fund, Inc. and Value Partners Hong Kong Limited shall be terminated by the Fund, pursuant to the right of stockholders as embodied in Section 15(a)(3) of the Investment Company Act of 1940 and as required to be included in such agreements, at the earliest date the Fund is legally permitted to do so.

The Fund maintains that the Proposal may be excluded from the Proxy Materials pursuant to Rule 14a-8(i)(9) because it directly conflicts with a proposal that the Fund will submit for the Annual Meeting. The Fund also argues that the Proposal may be excluded under Rule 14a-8(i)(3), because the Supporting Statement contains statements that are “false or misleading with respect to [a] material fact” for purposes of Rule 14a-9 under the 1934 Act.

We are unable to concur in your view that the Fund may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(9) on the basis that it conflicts with Fund’s proposal and the Staff disagrees that, under Rule 14a-8(i)(3), the Fund has demonstrated objectively that portions of the Second Revised Supporting Statement referenced in the No-Action Request are materially false or misleading.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. You may contact me at (202) 551-6763 if you have any questions.


/s/ Patrick F. Scott

Patrick F. Scott
Senior Counsel

See: Informal Procedures Regarding Shareholder Proposals

Incoming Letter

The Incoming Letter is in Acrobat format.


Modified: 7/30/2018