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OFFER BY
MORGAN STANLEY DEAN WITTER
ASIA-PACIFIC FUND, INC.
TO PURCHASE FOR CASH
UP TO 25% OF THE FUND'S OUTSTANDING SHARES OF
COMMON STOCK
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MARCH 29, 2001 ("TERMINATION DATE")
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED,
BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE ISSUER TENDER OFFER
STATEMENT AND IN THE LETTER OF TRANSMITTAL.
February 27, 2001
To Our Clients:
Enclosed for your consideration is the Issuer Tender Offer Statement, dated
February 27, 2001, of Morgan Stanley Dean Witter Asia-Pacific Fund, Inc., a
Maryland corporation registered under the Investment Company Act of 1940, as
amended, as a closed-end, non-diversified management investment company (the
"Fund"), and a related Letter of Transmittal (which together constitute the
"Offer"), pursuant to which the Fund is offering to purchase up to 25% of the
Fund's outstanding shares of common stock, par value $0.01 per share (the
"Shares"), upon the terms and conditions set forth in the Offer.
The Issuer Tender Offer Statement and the Letter of Transmittal are being
forwarded to you for your information only and cannot be used by you to tender
Shares held by us for your account. We are the holder of record of Shares held
for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER
OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS.
Your attention is called to the following:
(1) The purchase price to be paid for the Shares is an amount per
Share, net to the seller in cash, equal to 95% of the net asset value per
Share as determined by the Fund at the close of regular trading on the New
York Stock Exchange on March 29, 2001, or such later date to which the
Offer is extended. The current net asset value of the Fund is calculated
daily and may be obtained by calling Georgeson Shareholder Communications
Inc., the Fund's Information Agent, toll free at 800-223-2064 or call
collect 212-440-9800 or by calling the Fund toll free at 800-221-6726.
(2) The Offer is not conditioned upon any minimum number of Shares
being tendered.
(3) Upon the terms and subject to the conditions of the Offer, the
Fund will purchase all Shares validly tendered on or prior to 5:00 p.m.,
New York City time, on March 29, 2001, or such later date to which the
Offer is extended (the "Termination Date").
(4) No fees or commission will be payable to the Fund in connection
with the tender offer. However, tendering Stockholders may be obligated to
pay brokerage commissions or, subject to Instruction 6, "Stock Transfer
Taxes," of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by the Fund pursuant to the Offer.
(5) Your instructions to us should be forwarded in ample time before
the Termination Date to permit us to submit a tender on your behalf.
An envelope to return your instructions to us is enclosed. YOUR
INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with applicable law.
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NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY RECOMMENDATION TO
ANY STOCKHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES IN THE OFFER.
EACH STOCKHOLDER IS URGED TO READ AND EVALUATE THE OFFER AND ACCOMPANYING
MATERIALS CAREFULLY.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter, and the enclosed
Offer, dated February 27, 2001, relating to Morgan Stanley Dean Witter
Asia-Pacific Fund, Inc. (the "Fund") to purchase up to 25% of the Fund's
outstanding shares of common stock, par value $0.01 per share (the "Shares").
This will instruct you to tender to the Fund the number of Shares indicated
below (which are held by you for the account of the undersigned), upon the terms
and subject to the conditions set forth in the Offer that you have furnished to
the undersigned.
AGGREGATE NUMBER OF SHARES TO BE TENDERED:
__________ Shares
Enter number of Shares to be tendered.
ODD LOTS
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person owning beneficially or of record an aggregate of not more
than 99 Shares. The undersigned:
[ ] Is the beneficial or record owner of an aggregate of not more than 99
Shares, all of which are being tendered; and, hereby represents that the
above indicated information is true and correct as to the undersigned.
SIGNATURE BOX
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(SIGNATURE(S))
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(PLEASE PRINT NAME(S) AND ADDRESS HERE)
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(AREA CODE AND TELEPHONE NO.)
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(TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER)
Date: ____________________________, 2001
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