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OFFER BY
MORGAN STANLEY DEAN WITTER
AFRICA INVESTMENT FUND, INC.
TO PURCHASE FOR CASH
UP TO 10% 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 SEPTEMBER 15, 2000 ("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.
August 14, 2000
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 Dean Witter Africa Investment 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 10% 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 August 14, 2000 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 September 15, 2000, 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 31% 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 Harold J. Schaaff, Jr.,
President of the Fund;
2. The Issuer Tender Offer Statement dated August 14, 2000;
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").
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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") toll
free at 800-223-2064 or at 212-440-9800.
Very truly yours,
HAROLD J. SCHAAFF, JR.
President
MORGAN STANLEY DEAN WITTER
AFRICA INVESTMENT FUND, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT 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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