OFFER BY
THE 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 JUNE 28, 2002 OR SUCH LATER DATE TO
WHICH THE OFFER IS EXTENDED ("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 OFFER TO PURCHASE AND IN
THE LETTER OF TRANSMITTAL.
May 30, 2002
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the material listed below relating to the offer of
The Asia Pacific Fund, Inc., a Maryland corporation registered under the
Investment Company Act of 1940, as a closed-end, diversified management
investment company (the "Fund"), 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 its Offer to Purchase dated May 30,
2002 and in the related Letter of Transmittal (which together with any
amendments or supplements thereto, collectively 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 June 28,
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 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 OFFER," OF THE OFFER TO PURCHASE 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. The Offer to Purchase dated May 30, 2002;
2. The Letter of Transmittal for your use and to be provided to your
clients;
3. Notice of Guaranteed Delivery;
4. 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
5. Return envelope addressed to EquiServe Trust Company, N.A. (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 Offer to Purchase 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.
NONE OF THE FUND, ITS BOARD OF DIRECTORS NOR THE INVESTMENT MANAGER TO THE
FUND MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER OR REFRAIN
FROM TENDERING ANY SHARES.
For additional information or copies of the enclosed material, stockholders
should contact Georgeson Shareholder Communications Inc. (the "Information
Agent") toll free at 1-866-283-1945. Banks and brokers should call the
Information Agent collect at 212-440-9800.
Very truly yours,
RONALD G.M. WATT
President
THE ASIA PACIFIC FUND, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE ASIA PACIFIC FUND, INC., THE INFORMATION
AGENT, OR THE DEPOSITARY OR AUTHORIZE 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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