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 FUND'S ISSUER
TENDER OFFER STATEMENT AND IN THE LETTER OF TRANSMITTAL.
April 15, 2002
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the material listed below relating to the offer 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"), 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 its Issuer Tender
Offer Statement dated April 15, 2002 and in the related Letter of Transmittal
(which together constitute the "Offer"). The 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.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. No fees or commission will be payable to the Fund in
connection with the Offer. However, brokers, dealers or other persons may
charge Stockholders a fee for soliciting tenders for Shares pursuant to the
Offer. The Fund will also, upon request, reimburse you for reasonable and
customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. The Fund will pay all transfer taxes on
its purchase of Shares, subject to Instruction 6, "Stock Transfer Taxes," of
the Letter of Transmittal. However, backup withholding at a 30% rate may be
required unless either an exemption is proved or the required taxpayer
identification information and certifications are provided. See Section 8,
"Federal Income Tax Consequences," of the Issuer Tender Offer Statement and
Instruction 11, "Backup Withholding," of the Letter of Transmittal.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. A letter to Stockholders of the Fund from Ronald E. Robison, President
of the Fund;
2. The Issuer Tender Offer Statement dated April 15, 2002;
3. The Letter of Transmittal for your use and to be provided to your
clients;
4. Notice of Guaranteed Delivery;
5. Form of letter to clients that may be sent to your clients for whose
accounts you hold Shares registered in your name (or in the name of your
nominee); and
6. Return envelope addressed to American Stock Transfer and Trust Company
(the "Depositary").
The Offer is not being made to, nor will the Fund accept tenders from,
holders of Shares in any State or other jurisdiction in which the Offer would
not be in compliance with the securities or Blue Sky laws of such jurisdiction.
As described in the Fund's Issuer Tender Offer Statement under Section 3,
"Procedure for Tendering Shares," tenders may be made without the concurrent
deposit of stock certificates if (1) such tenders are made by or through a
broker or dealer that is a member firm of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc. or
a commercial bank or trust company having an office, branch, or agency in the
United States; and (2) certificates for Shares (or a confirmation of a
book-entry transfer of such Shares into the Depositary's account at a
Book-Entry Transfer Facility (as defined in the Letter of Transmittal)),
together with a properly completed and duly executed Letter of Transmittal, and
any other documents required by the Letter of Transmittal, are received by the
Depositary within three business days after receipt by the Depositary of a
properly completed and duly executed Notice of Guaranteed Delivery.
As described in the Offer, the Fund will purchase all Shares from
Stockholders who own 99 Shares or less and tender all of their Shares. If such
a tender is made by a broker, commercial bank, trust company or other nominee
for beneficial owner(s) of Shares with respect to which it is the record
holder, such broker, commercial bank, trust company or other nominee must
represent and warrant in the Letter of Transmittal that it believes, based upon
representations made to it by such beneficial owner(s), that each such person
owns 99 Shares or less.
Neither the Fund nor its Board of Directors makes any recommendation to any
Stockholder as to whether to tender any Shares.
For additional information or copies of the enclosed material, please
contact Georgeson Shareholder Communication Inc. (the "Information Agent") at
212-440-9800. Stockholders may contact the Information Agent toll free at
866-761-0259 for additional information or copies of the enclosed material.
Very truly yours,
RONALD E. ROBISON
President
MORGAN STANLEY ASIA-PACIFIC FUND, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF MORGAN STANLEY ASIA-PACIFIC FUND, INC.,
THE INFORMATION AGENT, OR THE DEPOSITARY OR AUTHORIZES YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH
RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE
STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.
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