AMENDED AND RESTATED SUB-ADVISORY
AGREEMENT
       AGREEMENT made as of the 30th day of June, 2009,
by and between MORGAN STANLEY INVESTMENT
MANAGEMENT INC., a Delaware corporation (hereinafter
referred to as "MSIM"), and MORGAN STANLEY
INVESTMENT MANAGEMENT COMPANY, a corporation
organized under the laws of Singapore (hereinafter referred to as
the "Local Manager").
W I T N E S S T E T H:
       WHEREAS, Morgan Stanley Asia-Pacific Fund, Inc.
(the "Fund") is a Maryland corporation engaged in business as a
closed-end management investment company and is registered
under the Investment Company Act of 1940, as amended
(hereinafter referred to as the "Investment Company Act"); and
       WHEREAS, MSIM and the Local Manager are engaged
principally in rendering investment advisory services and are
registered as investment advisers under the Investment Advisors
Act of 1940, as amended; and
       WHEREAS, the Local Manager is the holder of a capital
markets services licence for fund management under the
Securities and Futures Act (Cap. 289) of Singapore or is exempt
from licensing under the Securities and Futures Act (Cap. 289)
of Singapore and is the holder of a financial adviser's licence
under the Financial Advisers Act (Cap. 110) of Singapore or is
exempt from licensing under the Financial Advisers Act (Cap.
110) of Singapore; and
       WHEREAS, MSIM has entered into an investment
advisory agreement (the "Advisory Agreement") with the Fund
dated March 13, 1997, pursuant to which MSIM provides
management and investment and advisory services to the Fund;
and
       WHEREAS, MSIM entered into an investment sub-
advisory agreement with the Local Manager with respect to the
Fund, effective as August 11, 2003 (the "Current Sub-Advisory
Agreement"); and
       WHEREAS, as of June 30, 2009, the Current Sub-
Advisory Agreement was amended and restated (this
"Agreement") to incorporate amendments thereto and to make
other ministerial changes designed to facilitate the administration
of this Agreement; and
       WHEREAS, the Local Manager is willing to provide
investment advisory services to MSIM in connection with the
Fund's operations on the terms and conditions hereinafter set
forth;
       NOW THEREFORE, in consideration of the premises
and the covenants hereinafter contained, the Local Manager and
MSIM hereby agree as follows:
ARTICLE I

Duties of the Local Manager
       MSIM hereby employs the Local Manager to act as
investment adviser to MSIM and to furnish the investment
advisory services described below, subject to the broad
supervision of MSIM and the Fund, for the period and on the
terms and conditions set forth in this Agreement.  The Local
Manager hereby accepts such employment and agrees during
such period, at its own expense, to render, or arrange for the
rendering of, such services and to assume the obligations herein
set forth for the compensation provided for herein.  The Local
Manager and its affiliates shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent
of the Fund.
       The Local Manager shall have the right to make
unsolicited calls on MSIM and shall provide MSIM with such
investment research, advice and supervision as the latter may
from time to time consider necessary for the proper supervision
of the assets of the Fund; shall furnish continuously an
investment program for the Fund and shall make
recommendations from time to time as to which securities shall
be purchased, sold or exchanged and what portion of the assets
of the Fund shall be held in the various securities in which the
Fund invests, options, futures, options on futures or cash; all of
the foregoing subject always to the restrictions of the Articles of
Incorporation and By-Laws of the Fund, as they may be
amended and/or restated from time to time, the provisions of the
Investment Company Act and the statements relating to the
Fund's investment objective(s), investment restrictions as the
same are set forth in the then-currently effective prospectus, if
any, relating to the shares of the Fund under the Securities Act of
1933, as amended (the "Prospectus") or such other applicable
disclosure document.  The Local Manager shall make
recommendations and effect transactions with respect to foreign
currency matters, including foreign exchange contracts, foreign
currency options, foreign currency futures and related options on
foreign currency futures and forward foreign currency
transactions.  The Local Manager shall also make
recommendations or take action as to the manner in which voting
rights, rights to consent to corporate action and any other rights
pertaining to the portfolio securities of the Fund shall be
exercised.
       The Local Manager will not hold money on behalf of
MSIM or the Fund, nor will the Local Manager be the registered
holder of the registered investments of MSIM or the Fund or be
the custodian of documents or other evidence of title.
ARTICLE II

Allocation of Charges and Expenses
       The Local Manager assumes and shall pay for
maintaining the staff and personnel necessary to perform its
obligations under this Agreement and shall at its own expense
provide the office space, equipment and facilities which it is
obligated to provide under Article I hereof and shall pay all
compensation of officers of the Fund and all Directors of the
Fund who are affiliated persons of the Local Manager.
ARTICLE III

Compensation of the Local Manager
       For the services rendered, the facilities furnished and
expenses assumed by the Local Manager, MSIM shall pay to the
Local Manager a fee in an amount to be determined from time to
time by MSIM and the Local Manager but in no event in excess
of the amount that MSIM actually received for providing
services to the Fund pursuant to the Advisory Agreement.  The
fee currently paid by MSIM to the Local Manager is set forth on
Schedule A, as may be amended from time to time.
ARTICLE IV

Limitation of Liability of the Local Manager
       The Local Manager shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the performance of sub-
advisory services rendered with respect to the Fund, except for
willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of
its obligations and duties hereunder.  As used in this Article IV,
the Local Manager shall include any affiliates of MSIM
performing services for MSIM contemplated hereby and
directors, officers and employees of the Local Manager and such
affiliates.
ARTICLE V

Activities of the Local Manager
       The services of the Local Manager to the Fund are not to
be deemed to be exclusive, the Local Manager and any person
controlled by or under common control with the Local Manager
(for purposes of this Article V referred to as "affiliates") being
free to render services to others.  It is understood that Directors,
officers, employees and shareholders of the Fund are or may
become interested in the Local Manager and its affiliates, as
directors, officers, employees and shareholders or otherwise and
that directors, officers, employees and shareholders of the Local
Manager and its affiliates are or may become similarly interested
in the Fund, and that the Local Manager and directors, officers,
employees, partners and shareholders of its affiliates may
become interested in the Fund as shareholders or otherwise.
ARTICLE VI

Compliance with Applicable Laws and Regulations
       The Local Manager shall obtain and at all times maintain
and comply with the terms of all relevant authorisations,
licences, consents, approvals and registrations and comply with
all relevant laws and regulations, necessary for the purpose of
performing any of its duties and obligations under this
Agreement.  The Local Manager shall inform MSIM as soon as
possible if at any time the Local Manager becomes unable to
comply with the terms of or maintain any such authorisations,
licences, consents, approvals or registrations.
ARTICLE VII

Duration and Termination of this Agreement
       This Agreement shall become effective with respect to
the Fund for an initial period of up to two years from the
effective date set forth opposite the Fund's name on Schedule A
hereto, and thereafter, but only so long as such continuance is
specifically approved at least annually by (i) the Directors of the
Fund or by the vote of a majority of the outstanding voting
securities of the Fund and (ii) a majority of those Directors who
are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of
voting on such approval.
       This Agreement may be terminated at any time, without
the payment of any penalty, by MSIM, by the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, or by the Local Manager, on sixty days'
written notice to the other party.  This Agreement shall
automatically terminate in the event of its assignment or in the
event of the termination of the Advisory Agreement.  Any
termination shall be without prejudice to the completion of
transactions already initiated.
ARTICLE VIII

Amendments to this Agreement
       This Agreement may be amended by the parties only if
such amendment is specifically approved by (i) the Directors of
the Fund or by the vote of a majority of outstanding voting
securities of the Fund and (ii) a majority of those Directors who
are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE IX

Definitions of Certain Terms
       The terms "vote of a majority of the outstanding voting
securities," "assignment," "affiliated person" and "interested
person" used in this Agreement, shall have the respective
meanings specified in the Investment Company Act and the rules
and regulations thereunder, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission
under said Act.
ARTICLE X

Governing Law
       This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions
of the Investment Company Act.  To the extent that the
applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the
Investment Company Act, the latter shall control.

       IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date first above
written.
MORGAN STANLEY INVESTMENT MANAGEMENT INC.
By: /s/ Randy Takian
Name:  Randy Takian
Title:  President
MORGAN STANLEY INVESTMENT MANAGEMENT
COMPANY
By: /s/ James Cheng
Name:  James Cheng
Title:  Managing Director


SCHEDULE A
As of December 10, 2009

Name of Fund
Morgan Stanley Asia-Pacific Fund, Inc.

Effective Date of Agreement and any
amendments entered into prior to June 30, 2009
Effective Date: 08/11/03

Fee
The Fund may have portfolio managers from one or more sub-advisers.
Effective January 1, 2009, the   Investment Adviser will retain
50% of the net advisory fees it receives from the Fund,
after taking into account any fee waivers.  The remaining 50%
will be split between the Investment Adviser, the Local Manager
and any other sub-adviser, and paid out on a monthly
basis, based on the relative percentage of assets under
management of the Fund managed by the Local Manager, each
other sub-adviser and the Investment Adviser, as may be determined
periodically.



15613860.3. BUSINESS6


15613860.3.BUSINESS
Sch. A-1
15613860.3.BUSINESS