Offer by
MORGAN STANLEY ASIA-PACIFIC FUND, INC.
To Purchase for Cash
up to 15% 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 MAY 17, 2002 ("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.
April 15, 2002
To Our Clients:
Enclosed for your consideration is the Issuer Tender Offer Statement, dated
April 15, 2002, of Morgan Stanley 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 15% 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 May 17, 2002, 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 866-761-0259 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 May 17, 2002, 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.
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 April 15, 2002, relating to the offer by Morgan Stanley
Asia-Pacific Fund, Inc. (the "Fund") to purchase up to 15% 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.
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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: _____________________________________________________________, 2002
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