Latin American Discovery Fund (LDF) Inactive
Filed: 19 May 05, 12:00am
CC US LLP DRAFT 05/12/2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-12 MORGAN STANLEY ASIA-PACIFIC FUND, INC. MORGAN STANLEY EASTERN EUROPE FUND, INC. MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY EMERGING MARKETS FUND, INC. MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. MORGAN STANLEY HIGH YIELD FUND, INC. MORGAN STANLEY INDIA INVESTMENT FUND, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE THAI FUND, INC. THE TURKISH INVESTMENT FUND, INC. - -------------------------------------------------------------------------------- (Names of Registrants as Specified in Their Charters) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------ (4) Proposed maximum aggregate value of transaction: ---------------------- (5) Total fee paid: ------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------- (3) Filing Party: --------------------------------------------------------- (4) Date Filed: -----------------------------------------------------------
MORGAN STANLEY ASIA-PACIFIC FUND, INC. MORGAN STANLEY EASTERN EUROPE FUND, INC. MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY EMERGING MARKETS FUND, INC. MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. MORGAN STANLEY HIGH YIELD FUND, INC. MORGAN STANLEY INDIA INVESTMENT FUND, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE THAI FUND, INC. THE TURKISH INVESTMENT FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS To Our Stockholders: Notice is hereby given that the Annual Meeting of Stockholders of each of the Funds listed above (each a "Fund" and collectively, the "Funds") will be held on Tuesday, June 21, 2005, at the office of Morgan Stanley Investment Management Inc., 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020 at the following times: CONFERENCE ROOM 1 Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD") .......... 8:00 a.m. Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB") ........ 8:00 a.m. The Turkish Investment Fund, Inc. ("TKF") ........................ 8:20 a.m. Morgan Stanley Eastern Europe Fund, Inc. ("RNE") ................. 8:20 a.m. Morgan Stanley India Investment Fund, Inc. ("IIF") ............... 8:40 a.m. CONFERENCE ROOM 2 Morgan Stanley Asia-Pacific Fund, Inc. ("APF") ................... 8:00 a.m. Morgan Stanley Emerging Markets Fund, Inc. ("MSF") ............... 8:00 a.m. The Latin American Discovery Fund, Inc. ("LDF") .................. 8:20 a.m. CONFERENCE ROOM 3 The Thai Fund, Inc. ("TTF") ...................................... 8:00 a.m. The Malaysia Fund, Inc. ("MF") ................................... 8:00 a.m. Morgan Stanley High Yield Fund, Inc. ("MSY") ..................... 8:20 a.m. The Meetings are being held for the following purposes: 1. To elect Directors of the Funds. 2. To consider and act upon any other business as may properly come before the Meetings or any adjournment thereof. Only stockholders of record of a particular Fund at the close of business on April 28, 2005, the record date for the Meetings, are entitled to notice of, and to vote at, the Meeting of that Fund or any adjournments thereof. MARY E. MULLIN Secretary Dated: May 19, 2005 - -------------------------------------------------------------------------------- IF YOU DO NOT EXPECT TO ATTEND THE MEETING(S) FOR YOUR FUND(S), PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD(S) IN THE ENCLOSED SELF-ADDRESSED ENVELOPE OR VOTE BY TELEPHONE AS INDICATED IN EACH FUND'S PROXY CARD. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD(S) OR VOTING BY TELEPHONE PROMPTLY. - -------------------------------------------------------------------------------- MORGAN STANLEY ASIA-PACIFIC FUND, INC. ("APF") MORGAN STANLEY EASTERN EUROPE FUND, INC. ("RNE") MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. ("MSD") MORGAN STANLEY EMERGING MARKETS FUND, INC. ("MSF") MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. ("MGB") MORGAN STANLEY HIGH YIELD FUND, INC. ("MSY") MORGAN STANLEY INDIA INVESTMENT FUND, INC. ("IIF") THE LATIN AMERICAN DISCOVERY FUND, INC. ("LDF") THE MALAYSIA FUND, INC. ("MF") THE THAI FUND, INC. ("TTF") THE TURKISH INVESTMENT FUND, INC. ("TKF") C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 --------------------- JOINT PROXY STATEMENT --------------------- This statement is furnished by the Board of Directors (each a "Board" and collectively, the "Boards") of each of the Funds listed above (each a "Fund" and collectively, the "Funds") in connection with the solicitation of Proxies by the Board of Directors for use at the Annual Meeting of Stockholders of each Fund (each a "Meeting" and collectively, the "Meetings") to be held on Tuesday, June 21, 2005, at the principal executive office of the investment adviser for each Fund, Morgan Stanley Investment Management Inc. (hereinafter "MSIM" or the "Manager"), 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020. It is expected that the Notice of Annual Meetings, Joint Proxy Statement and Proxy Card(s) will first be mailed to stockholders on or about May 19, 2005. The purpose of the Meetings, the matters to be acted upon and the commencement time of each Meeting are set forth in the accompanying Notice of Annual Meetings of Stockholders. If the accompanying Proxy Card for a Fund is executed properly and returned, shares represented by it will be voted at the Meeting for that Fund in accordance with the instructions on the Proxy Card. A Proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the Fund or by attendance and voting at the Meeting of such Fund. If no instructions are specified, shares will be voted FOR the election of the nominees for Directors of that Fund. The Board has fixed the close of business on April 28, 2005 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meetings and at any adjournments thereof. On that date, the following number of shares of Common Stock of each Fund were outstanding and entitled to vote: 2 APF ...................................................... 35,538,670 shares RNE ...................................................... 3,586,281 shares MSD ...................................................... 22,046,681 shares MSF ...................................................... 17,893,944 shares MGB ...................................................... 4,195,582 shares MSY ...................................................... 11,700,448 shares IIF ...................................................... 16,000,168 shares LDF ...................................................... 8,997,238 shares MF ....................................................... 9,687,235 shares TTF ...................................................... 13,278,753 shares TKF ...................................................... 5,620,433 shares The expense of solicitation will be borne by the Funds and will include reimbursement to brokerage firms and others for reasonable expenses in forwarding proxy solicitation materials to beneficial owners. The solicitation of Proxy Cards will be largely by mail, but may include, without cost to the Funds, telephonic, telegraphic or oral communications by regular employees of the Manager. The solicitation of Proxy Cards is also expected to include communications by employees of Georgeson Shareholder Communications Inc., a proxy solicitation firm expected to be engaged by the Funds to solicit Proxy Cards by mail or by telephonic, telegraphic or oral communications at a cost not expected to exceed $3,500, plus out-of-pocket expenses, per Fund. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS FISCAL YEAR ENDED DECEMBER 31, 2004 (OCTOBER 31, 2004 FOR TKF) TO ANY STOCKHOLDER OF SUCH FUND REQUESTING SUCH REPORT. REQUESTS FOR ANNUAL AND/OR SEMI-ANNUAL REPORTS SHOULD BE MADE IN WRITING TO THE RESPECTIVE FUND, C/O JPMORGAN INVESTOR SERVICES CO., P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726. Morgan Stanley Investment Management Inc. serves as the Funds' administrator. JPMorgan Investor Services Co. also provides administrative services to the Funds. The business address of JPMorgan Investor Services Co. is 73 Tremont Street, Boston, Massachusetts 02108-2798. This Joint Proxy Statement is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement for each Fund and, because stockholders may own shares of more than one Fund, to potentially avoid burdening stockholders with more than one proxy statement. Shares of a Fund are entitled to one vote each at the respective Fund's Meeting. To the extent information relating to common ownership is available to the Funds, a stockholder that owns record shares in two or more of the Funds will receive a package containing a Joint Proxy Statement and Proxy Cards for the Funds in which such stockholder is a record owner. If the information relating to common ownership is not available to the Funds, a stockholder that beneficially owns shares in two or more Funds may receive two or more packages each containing a Joint Proxy Statement and a Proxy Card for each Fund in which such stockholder is a beneficial owner. If the proposed election of Directors is approved by stockholders of one Fund and disapproved by stockholders of other Funds, the proposal will be implemented for the Fund that approved the proposal and will not be implemented for any Fund that did not approve the proposal. Thus, it is essential that stockholders complete, date, sign and return each enclosed Proxy Card or vote by telephone as indicated in each Fund's Proxy Card. THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS AS SET FORTH IN PROPOSAL NO. 1 OF THE NOTICE OF ANNUAL MEETINGS. 3 ELECTION OF DIRECTORS (PROPOSAL NO. 1) At the Meetings, stockholders will be asked to consider the election of Directors to hold office for a term stated below and until their successors are duly elected and qualified. It is the intention of the persons named in the accompanying Proxy Cards to vote, on behalf of the stockholders, for the election of: (i) Joseph J. Kearns, Michael Nugent and Fergus Reid as Class I Directors for a term expiring in 2008, for all Funds except for IIF; and (ii) Gaetan Bouic and Ravindranath Santosh Kumar Hazareesing as Class II Directors for a term expiring in 2008 for IIF. Pursuant to each Fund's By-Laws, the terms of office of the Directors are staggered. The Board of Directors of each Fund is divided into three classes, designated Class I, Class II and Class III, with each class having a term of three years. Each year the term of one class expires. With respect to all Funds other than IIF, Class I currently consists of Joseph J. Kearns, Michael Nugent and Fergus Reid. Class II currently consists of Michael Bozic, Charles A. Fiumefreddo and Edwin J. Garn. Class III currently consists of Wayne E. Hedien, James F. Higgins and Dr. Manuel H. Johnson. Only the Directors in Class I are being considered for election at this Meeting with respect to all Funds other than IIF. With respect to IIF, Class I currently consists of Fergus Reid and Ronald E. Robison. Class II currently consists of Gaetan Bouic and Ravindranath Santosh Kumar Hazareesing. Class III currently consists of Joseph J. Kearns and Marie Joseph Raymond La Musse. Only the Directors currently in Class II are being considered for election at this Meeting with respect to IIF. Pursuant to each Fund's By-Laws, each Director holds office until (i) the expiration of his or her term and until his or her successor has been elected and qualified, (ii) his or her death, (iii) his or her resignation or (iv) his or her removal as provided by statute or the Articles of Incorporation. Each officer of the Funds will hold such office until his or her death or resignation or a successor has been duly elected and qualified. BOARD MEETINGS AND COMMITTEES The Board of Directors of each Fund has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee provides assistance to the full Board of Directors with respect to the engagement of independent accountants and the qualifications, independence and performance of the independent accountants. The Audit Committee also, among other things, reviews with the independent registered public accounting firm the plan and results of the audit engagement and matters having a material effect on each Fund's financial operations. The Audit Committees of the Funds (other than TKF) met six times during the fiscal year ended December 31, 2004. The Audit Committee of TKF met seven times during the fiscal year ended October 31, 2004. The members of the Audit Committee of each Fund other than IIF are currently Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael Nugent and Fergus Reid. The members of IIF's Audit Committee are currently Gaetan Bouic, Joseph J. Kearns, Ravindranath Santosh Kumar Hazareesing, Marie Joseph Raymond La Musse and Fergus Reid. None of the members of the Funds' Audit Committees is an "interested person," as defined under the Investment Company Act of 1940, as amended (the "1940 Act"), of any of the Funds (with such disinterested Directors being "Independent Directors" or individually, an "Independent Director"). Each Independent 4 Director is also "independent" from each Fund as defined under the listing standards of the New York Stock Exchange, Inc. ("NYSE"). The current Chairman of the Audit Committee of all of the Funds other than IIF is Dr. Manuel H. Johnson. The current Chairman of the Audit Committee of IIF is Joseph J. Kearns. The Board of Directors of each Fund also has a Governance Committee. The Governance Committee identifies individuals qualified to serve as Independent Directors on each Fund's Board and on committees of such Board and recommends such qualified individuals for nomination by the Fund's Independent Directors as candidates for election as Independent Directors, advises each Fund's Board with respect to Board composition, procedures and committees, develops and recommends to each Fund's Board a set of corporate governance principles applicable to the Funds, monitors and makes recommendations on corporate governance matters and policies and procedures of the Fund's Board of Directors and any committees of the Board and oversees periodic evaluations of the Fund's Board and its committees. A further description of, among other things, the goals and responsibilities of the Governance Committee with respect to Board candidates and nominees and Board composition, procedures and committees can be found in the Governance Committee Charter for each Fund, which was attached to the proxy statement for the Fund distributed in 2004. The members of the Governance Committee of each Fund other than IIF are currently Michael Bozic, Edwin J. Garn and Fergus Reid, each of whom is an Independent Director. The members of IIF's Governance Committee are currently Gaetan Bouic, Joseph J. Kearns, Marie Joseph Raymond La Musse and Fergus Reid, each of whom is an Independent Director. The current Chairman of each Governance Committee is Fergus Reid. Each Fund's Governance Committee met one time during the fiscal year ended December 31, 2004 (October 31, 2004 for TKF). None of the Funds has a separate nominating committee. While each Fund's Governance Committee recommends qualified candidates for nominations as Independent Directors, the Board of Directors of each Fund believes that the task of nominating prospective Independent Directors is important enough to require the participation of all current Independent Directors, rather than a separate committee consisting of only certain Independent Directors. Accordingly, each current Independent Director (Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael Nugent and Fergus Reid, for all Funds other than IIF and Gaetan Bouic, Joseph J. Kearns, Ravindranath Santosh Kumar Hazareesing, Marie Joseph Raymond La Musse and Fergus Reid for IIF) participates in the election and nomination of candidates for election as Independent Directors for the respective Funds for which the Independent Director serves. Persons recommended by each Fund's Governance Committee as candidates for nomination as Independent Directors are required to possess such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Fund, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or any listing requirements of the NYSE. While the Independent Directors of each of the Funds expect to be able to continue to identify from their own resources an ample number of qualified candidates for each Fund's Board as they deem appropriate, they will consider nominations from stockholders to the Board. Nominations from stockholders should be in writing and sent to the Independent Directors as described below. There were 26 meetings of the Board of Directors of each Fund (other than IIF and TKF) held during the fiscal year ended December 31, 2004. The Board of Directors of IIF met four times during the fiscal year ended December 31, 2004. The Board of Directors of TKF met 29 times during the fiscal year ended October 31, 2004. The Independent Directors of each of the Funds (other than IIF) also met four during that time, in addition to the meetings of the full Boards. For the 2004 fiscal year, each current Director 5 attended at least seventy-five percent of the aggregate number of meetings of the Board and of any committee on which he served held during the time such Director was a member of the Board. For annual or special stockholder meetings, Directors may but are not required to attend the meetings; and for each Fund's last annual stockholder meeting, no Directors attended the meeting. STOCKHOLDER COMMUNICATIONS Stockholders may send communications to each Fund's Board of Directors. Stockholders should send communications intended for each Fund's Board by addressing the communication directly to that Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by sending the communication to either the Fund's office or directly to such Board member(s) at the address specified for each Director below. Other stockholder communications received by the Funds not directly addressed and sent to the Boards will be reviewed and generally responded to by management, and will be forwarded to the Boards only at management's discretion based on the matters contained therein. Each of the nominees for Director has consented to be named in this Joint Proxy Statement and to serve as a Director of the Funds if elected. The Board of Directors of each Fund has no reason to believe that any of the nominees named above will become unavailable for election as a Director, but if that should occur before the Meeting for that Fund, Proxy Cards will be voted for such persons as the Board of Directors of the Fund may recommend. 6 INFORMATION REGARDING DIRECTORS AND NOMINEE DIRECTORS Certain information regarding the Directors of the Funds and nominees for election as Directors is set forth below: INTERESTED DIRECTORS <TABLE> NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OFFICE AND OVERSEEN OTHER DIRECTORSHIPS HELD POSITION(S) LENGTH OF BY DIRECTOR BY DIRECTOR HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR - ---------------------------- ------------ ----------- ------------------------------------- ------------ --------------------------- Charles A. Fiumefreddo* (72) Class II Since 2003 Chairman and Director or Trustee of 197 None. c/o Morgan Stanley Trust Director the funds advised by Morgan Stanley Harborside Financial Center, and Investment Advisors Inc. (the "Retail Plaza Two, Chairman Funds") (since July 1991) and various Jersey City, NJ 07311 of the U.S. registered investment companies Board of managed by MSIM (since July 2003); each of the formerly Chief Executive Officer of Funds the Retail Funds (until September (except 2002). IIF) James F. Higgins* (57) Class III Since 2003 Director or Trustee of the Retail 197 Director of AXA Financial, c/o Morgan Stanley Trust Director of Funds (since June 2000) and various Inc. and The Equitable Life Harborside Financial Center, each of the U.S. registered investment companies Assurance Society of the Plaza Two, Funds managed by MSIM (since July 2003); United States (financial Jersey City, NJ 07311 (except Senior Advisor of Morgan Stanley services). IIF) (since August 2000); Director of Morgan Stanley Distributors Inc. and Dean Witter Realty Inc.; previously President and Chief Operating Officer of the Private Client Group of Morgan Stanley (May 1999-August 2000), and President and Chief Operating Officer of Individual Securities of Morgan Stanley (February 1997-May 1999). Ronald E. Robison+* (66) Class I Since 2001 Principal Executive Officer of Funds 1 None. 1221 Avenue of the Americas Director of in the Fund Complex (since May 2003); New York, New York 10020 IIF only Managing Director of Morgan Stanley & Co. Incorporated, MSIM and Morgan Stanley; Managing Director, Chief Administrative Officer and Director of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc.; Director of Morgan Stanley Trust; Managing Director and Director of Morgan Stanley Distributors Inc.; Executive Vice President and Principal Executive Officer of various U.S. registered investment companies managed by MSIM (since July 2003) and the Retail Funds (since April 2003); Director of Morgan Stanley SICAV (since May 2004); previously President and Director of the Retail Funds (March 2001 -- July 2003) and Chief Global Operations Officer and Managing Director of MSIM. </TABLE> - ---------------- + Nominee for election as a Director of IIF only. * "Interested person" of the Fund within the meaning of the 1940 Act. Mr. Fiumefreddo is the former Chairman, Chief Executive Officer and Director of Morgan Stanley Investment Advisors Inc., which is the investment adviser of the Retail Funds and affiliated with the Manager. Mr. Higgins is Senior Advisor to Morgan Stanley, of which the Manager is a subsidiary. Mr. Robison is a Managing Director of Morgan Stanley & Co. Incorporated, MSIM and Morgan Stanley. ** Each class of Directors has a term of office of three years. 7 INDEPENDENT DIRECTORS <TABLE> NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OFFICE AND OVERSEEN OTHER DIRECTORSHIPS HELD POSITION(S) LENGTH OF BY DIRECTO BY DIRECTOR HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTO FOR DIRECTOR - ---------------------------- ------------- ----------- -------------------------------------- ------------ ------------------------- Gaetan Bouic+ (68) Class II Since 2001 Chairman and Director of Executive 1 None. Coast Road Director of Services Limited; formerly Finance Poste Lafayette, Mauritius IIF only Director of UBP Limited Group (building materials); Chairman of the Listing Committee of the Stock Exchange of Mauritius; Chairman of Mauritius Venture Capital Fund Ltd.; President of the Joint Economic Council; and Chairman of the Stock Exchange of Mauritius. Michael Bozic (64) Class II Since 2003 Private investor; Director or Trustee 197 Director of various c/o Kramer Levin Director of of the Retail Funds (since April 1994) business organizations. Naftalis & Frankel LLP each of the and various U.S. registered investment 1177 Avenue of the Americas Funds companies managed by MSIM (since New York, NY 10036 (except July 2003); formerly Vice Chairman of IIF) Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); formerly variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co. Edwin J. Garn (72) Class II Since 2003 Consultant; Director or Trustee of the 197 Director of Franklin 1031 North Chartwell Court Director of Retail Funds (since January 1993) and Covey (time management Salt Lake City, UT 84103 each of the various U.S. registered investment systems), BMW Bank of Funds companies managed by MSIM (since North America, Inc. (except July 2003); member of the Utah (industrial loan IIF) Regional Advisory Board of Pacific corporation), Escrow Bank Corp.; formerly Managing Director of USA (industrial loa Summit Ventures LLC (2000-2004); corporation), Unite United States Senator (R-Utah) Space Alliance (joi (1974-1992) and Chairman, Senate venture between Loc Banking Committee (1980-1986), Martin and the Boei Mayor of Salt Lake City, Utah Company) and Nuskin (1971-1974), Astronaut, Space Shuttle Asia Pacific (multi Discovery (April 12-19, 1985), and marketing); member Vice Chairman, Huntsman board of various ci Corporation (chemical company). charitable organiza Ravindranath Santosh Kumar Class II Since 2003 Self-employed Management 1 None. Hazareesing + (55) Director of Consultant. Morcellement St Andrews -- IIF only Rose Hill, Mauritius </TABLE> - ------------------- + Nominee for election as a Director of one or more Funds at the Meetings. ** Each class of Directors has a term of office of three years. 8 <TABLE> NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OFFICE AND OVERSEEN OTHER DIRECTORSHIPS POSITION(S) LENGTH OF BY DIRECTOR HELD BY DIRECTOR HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR - ---------------------------- ------------ ----------- --------------------------------------- ------------ ------------------------- Wayne E. Hedien (71) Class III Since 2003 Retired; Director or Trustee of the 197 Director of The PMI c/o Kramer Levin Director of Retail Funds (since September 1997) Group Inc. (private Naftalis & Frankel LLP each of the and various U.S. registered investment mortgage insurance); 1177 Avenue of the Americas Funds companies managed by MSIM (since Trustee and Vice New York, NY 10036 (except July 2003); formerly associated with Chairman of The Field IIF) the Allstate Companies (1966-1994), Museum of Natural most recently as Chairman of The History; Director Allstate Corporation (March various other bus 1993-December 1994) and Chairman charitable organi and Chief Executive Officer of its wholly owned subsidiary, Allstate Insurance Company (July 1989-December 1994). Dr. Manuel H. Johnson (56) Class III Since 2003 Senior Partner, Johnson Smick 197 Director of NVR, Inc. c/o Johnson Smick Director of International, Inc., a consulting firm; (home construction); Group Inc. each of the Chairman of the Audit Committee Director of KFX Energy; 888 16th Street, N.W. Funds and Director or Trustee of the Retail Director of RBS Suite 740 (except Funds (since July 1991) and various Greenwich Capital Washington, D.C. 20006 IIF) U.S. registered investment companies Holdings (financial managed by MSIM (since July 2003); holding company). Co-Chairman and a founder of the Group of Seven Council (G7C), an international economic commission; formerly Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury. Joseph J. Kearns + (62) Class I Since 2003 President, Kearns & Associates LLC 198 Director of Electro Rent c/o Kearns & Associates LLC Director of (investment consulting); Deputy Corporation (equipment PMB 754 each of the Chairman of the Audit Committee leasing), The Ford Family 23852 Pacific Coast Highway Funds and Director or Trustee of the Retail Foundation and the Malibu, California 90265 (except Funds (since July 2003) and various UCLA Foundation. IIF) since U.S. registered investment companies 2001; Class managed by MSIM (since August III 1994); previously Chairman of the Director of Audit Committee of various U.S. IIF registered investment companies managed by MSIM (October 2001-July 2003); formerly Chief Financial Officer of The J. Paul Getty Trust. Marie Joseph Raymond La Class III Since 2001 Director of The India Media, Internet 1 None. Musse (70) Director of and Communications Fund Ltd., Le Belvedere IIF only Southern Cross Hotel Ltd., Jean Rue La Hausse de la Louviere Vaulbert de Chantily Ltd. (consumer Floreal, Mauritius goods) and Grandville Ltee (property holding company); formerly Partner of LaMusse Sek Sum (accounting). Michael Nugent + (69) Class I Since 2001 General Partner of Triumph Capital, 197 Director of various c/o Triumph Capital, L.P. Director of L.P., a private investment partnership; business organizations. 445 Park Avenue each of the Chairman of the Insurance Committee New York, New York 10022 Funds and Director or Trustee of the Retail (except Funds (since July 1991) and various IIF) U.S. registered investment companies managed by MSIM (since July 2001); formerly Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988). </TABLE> - ---------------- + Nominee for election as a Director of one or more Funds at the Meetings. ** Each class of Directors has a term of office of three years. 9 <TABLE> NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OFFICE AND OVERSEEN OTHER DIRECTORSHIPS POSITION(S) LENGTH OF BY DIRECTOR HELD BY DIRECTOR HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OR NOMINEE OR NOMINEE NAME, ADDRESS, AND AGE FUNDS SERVED** PAST FIVE YEARS FOR DIRECTOR FOR DIRECTOR - --------------------------- ------------- ------------ -------------------------------------- -------------- ----------------------- Fergus Reid + (72) Class I Since 2000 Chairman of Lumelite Plastics 198 Trustee and Director of c/o Lumelite Plastics Director of Corporation; Chairman of the certain investment Corporation each of the Governance Committee and Director companies in the 85 Charles Colman Boulevard Funds or Trustee of the Retail Funds (since JPMorgan Funds complex Pawling, New York 12564 July 2003) and various U.S. registered managed by J.P. Morgan investment companies managed by Investment Managem MSIM (since June 1992). Inc. </TABLE> - ---------- + Nominee for election as a Director of one or more Funds at the Meetings. ** Each class of Directors has a term of office of three years. No director or nominee for election as Director who is not an interested person of the Fund, or any immediate family member of such person, owns securities in the Manager, or a person directly or indirectly controlling, controlled by, or under common control with the Manager. Certain information regarding the officers of the Funds is set forth below: <TABLE> POSITION(S) HELD WITH THE FUNDS, AND LENGTH OF TIME NAME, ADDRESS AND AGE SERVED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS - ----------------------------- --------------------- ---------------------------------------------------------------------------- Mitchell Merin* (51) President of the President and Chief Operating Officer of MSIM; President, Director and 1221 Avenue of the Americas Funds since 2003 Chief Executive Officer of Morgan Stanley Investment Advisors Inc. and New York, NY 10020 Morgan Stanley Services Company Inc.; Chairman and Director of Morgan Stanley Distributors Inc.; Chairman and Director of Morgan Stanley Trust; Director of various Morgan Stanley subsidiaries; President of Morgan Stanley Investments LP (since February 2003); President of various U.S. registered investment companies managed by MSIM (since July 2003) and the Retail Funds (since May 1999); Trustee (since July 2003) and President (since December 2002) of the Van Kampen Closed-End Funds; Trustee (since May 1999) and President (since October 2002) of the Van Kampen Open-End Funds. Ronald E. Robison* (66) Executive Vice Principal Executive Officer of Funds in the Fund Complex (since May 2003); 1221 Avenue of the Americas President and Managing Director of Morgan Stanley & Co. Incorporated, MSIM and New York, New York 10020 Principal Executive Morgan Stanley; Managing Director, Chief Administrative Officer and Officer of the Director of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Funds since 2003 Services Company Inc.; Director of Morgan Stanley Trust; Managing Director and Director of Morgan Stanley Distributors Inc.; Executive Vice President and Principal Executive Officer of various U.S. registered investment companies managed by MSIM (since July 2003) and the Retail Funds (since April 2003); Director of Morgan Stanley SICAV (since May 2004); previously President and Director of the Retail Funds (March 2001 -- July 2003) and Chief Global Operations Officer and Managing Director of MSIM. Joseph J. McAlinden* (61) Vice President of Managing Director and Chief Investment Officer of Morgan Stanley 1221 Avenue of the Americas the Funds since Investment Advisors Inc. and MSIM; Director of Morgan Stanley Trust; New York, New York 10020 2003 Chief Investment Officer of the Van Kampen Funds; Vice President of various U.S. registered investment companies managed by MSIM (since July 2003) and the Retail Funds (since July 1995). </TABLE> - -------------- * "Interested person" of the Funds within the meaning of the 1940 Act. Messrs. Merin, Robison, McAlinden, Fink and Garrett, and Ms. Doberman, Chang and Mullin are officers of the Manager. 10 <TABLE> POSITION(S) HELD WITH THE FUNDS, AND LENGTH OF TIME NAME, ADDRESS AND AGE SERVED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS - -------------------------------- -------------------- ---------------------------------------------------------------------------- Barry Fink* (49) Vice President of General Counsel (since May 2000) and Managing Director (since December 1221 Avenue of the Americas the Funds since 2000) of Morgan Stanley Investment Management; Managing Director (since New York, New York 10020 2003 December 2000), Secretary (since February 1997) and Director (since July 1998) of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc.; Vice President of the Retail Funds and various U.S. registered investment companies managed by MSIM (since July 2003); Managing Director, Secretary and Director of Morgan Stanley Distributors Inc.; previously Secretary (February 1997-July 2003) and General Counsel (February 1997-April 2004) of the Retail Funds; Vice President and Assistant General Counsel of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services (February 1997-December 2001). Amy R. Doberman* (43) Vice President of Managing Director and General Counsel, U.S. Investment Management; 1221 Avenue of the Americas the Funds since Managing Director of MSIM and Morgan Stanley Investment Advisors Inc. New York, New York 10020 2004 (since July 2004); Vice President of the Retail Funds and various U.S. registered investment companies managed by MSIM (since July 2004); Vice President of the Van Kampen Funds (since August 2004); previously Managing Director and General Counsel--Americas, UBS Global Asset Management (July 2000-July 2004) and General Counsel, Aeltus Investment Management, Inc. (January 1997-July 2000). Carsten Otto* (43) Chief Compliance Executive Director and U.S. Director of Compliance for Morgan Stanley 1221 Avenue of the Americas Officer of the Investment Management Inc. (since October 2004); Executive Director of New York, New York 10020 Funds since 2004 Morgan Stanley Investment Advisors Inc. and Morgan Stanley Investment Management Inc.; formerly Assistant Secretary and Assistant General Counsel of the Retail Funds. Stefanie V. Chang* (38) Vice President of Executive Director of Morgan Stanley & Co. Incorporated, MSIM and 1221 Avenue of the Americas the Funds since Morgan Stanley Investment Advisors Inc.; Vice President of various U.S. New York, New York 10020 1997 registered investment companies managed by MSIM (since December 1997) and the Retail Funds (since July 2003); formerly practiced law with the New York law firm of Rogers & Wells (now Clifford Chance US LLP). Mary E. Mullin* (38) Secretary of the Executive Director of Morgan Stanley & Co. Incorporated, MSIM and 1221 Avenue of the Americas Funds since 1999 Morgan Stanley Investment Advisors Inc.; Secretary of various U.S. New York, New York 10020 registered investment companies managed by MSIM (since June 1999) and the Retail Funds (since July 2003); formerly practiced law with the New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP. James W. Garrett* (35) Treasurer of the Head of Global Fund Administration of Morgan Stanley Investment 1221 Avenue of the Americas Funds since 2002 Management; Executive Director of Morgan Stanley & Co. Incorporated and New York, NY 10020 and Chief MSIM; Treasurer (since February 2002) and Chief Financial Officer (since Financial Officer July 2003) of various U.S. registered investment companies managed by of the Funds since MSIM; previously with PriceWaterhouse LLP (now PricewaterhouseCoopers 2003 LLP). Michael Leary (38) Assistant Assistant Director and Vice President of Fund Administration, JPMorgan JPMorgan Investor Services Co. Treasurer of the Investor Services Co. (formerly Chase Global Funds Services Company); 73 Tremont Street Funds since 2003 formerly Audit Manager at Ernst & Young LLP. Boston, Massachusetts 02108 </TABLE> - ---------- * "Interested person" of the Funds within the meaning of the 1940 Act. Messrs. Merin, Robison, McAlinden, Fink and Garrett, and Ms. Doberman, Chang and Mullin are officers of the Manager. The following tables set forth information regarding the dollar ranges of beneficial ownership of shares in each Fund and in certain registered investment companies, including the Funds, managed by the Manager or an affiliate and held out to investors as related companies for purposes of investment and investor services (the "Family of Investment Companies") owned by the Directors of the Funds and each nominee for election as a Director, as of April 28, 2005. This information has been furnished by each Director and nominee. The dollar values in the following table are based upon the market price of the relevant Fund's shares as of April 28, 2005. 11 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS <TABLE> AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN OR TO BE OVERSEEN IN FAMILY OF INVESTMENT NAME OF DIRECTORS APF RNE MSD MGB MSY LDF TTF TKF MF MSF IIF COMPANIES(1)(2) - --------------------- --------- ----- ----- ----- ----- ----- ----- ----- ---- -------- ----- ------------------------------- INTERESTED DIRECTOR - ------------------- Fiumefreddo ......... None None None None None None None None None None None over $100,000 Higgins ............. None None None None None None None None None None None over $100,000 Robison ............. None None None None None None None None None None None over $100,000 INDEPENDENT DIRECTOR - -------------------- Bouic ............... None None None None None None None None None None None None Bozic ............... None None None None None None None None None None None over $100,000 Garn ................ None None None None None None None None None None None over $100,000 Hazareesing ......... None None None None None None None None None None None None Hedien .............. None None None None None None None None None None None over $100,000 Johnson ............. None None None None None None None None None None None over $100,000 Kearns(3) ........... None None None None None None None None None None None over $100,000 La Musse ............ None None None None None None None None None None None None Nugent .............. None None None None None None None None None None None over $100,000 Reid(3) ............. $10,001- None None None None None None None None $10,001- None over $100,000 $50,000 $50,000 </TABLE> - ------------- (1) This information has been furnished by each Director and nominee. The dollar values in this table are based upon the market price of the Fund's shares as of April 28, 2005. (2) The term "Family of Investment Companies" refers to certain registered investment companies, including the Funds, which are advised by the Manager or an affiliate and are held out to investors as related companies for purposes of investment and investor services. (3) Includes the total amount of compensation deferred by the Director at his election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Retail Funds or various U.S. registered investment companies managed by MSIM (or portfolios thereof) that are offered as investment options under the plan. As of December 31, 2004, Messrs. Kearns and Reid had deferred a total of $584,856 and $667,002, respectively, pursuant to the deferred compensation plan. COMPENSATION OF DIRECTORS AND OFFICERS Certain of the Independent Directors have entered into a deferred fee arrangement (the "Fee Arrangement") with the Funds, pursuant to which such Director may defer to a later date the receipt of the Director's fees. The deferred fees owed by the Funds are credited to a bookkeeping account maintained by the Funds on behalf of such Director. Through December 31, 2003, such credited amounts accrued income from and after the date of credit in an amount equal to the amount that would have been earned had such fees (and all income earned thereon) been invested and reinvested either (i) in shares of the Funds or (ii) at a rate equal to the prevailing rate applicable to 90-day United States Treasury Bills at the beginning of each calendar quarter for which this rate is in effect, whichever method was elected by the Director. Effective April 1, 2004, the Fee Arrangement was modified to allow for amounts deferred pursuant to the Fee Arrangement to accrue income from and after such date (or after the date of credit, for amounts subsequently deferred) in an amount that would have been earned had such fees (and all income earned thereon) been invested and reinvested in the shares of one or more (up to a maximum of four) of 15 funds provided as investment options under the Fee Arrangement and selected by the Director. Under the Fee Arrangement, deferred Director's fees (including the return accrued thereon) will become payable by the Funds in cash upon such Director's resignation from the Board of Directors of each Fund in a lump sum or in generally equal annual installments over a period of five years beginning after such Director's separation from service. In the event of a Director's death, remaining amounts 12 payable to him under the Fee Arrangement will thereafter be payable to his designated beneficiary; in all other events, a Director's right to receive payments is non-transferable. In addition, it is possible that there may be accelerated payments of all unpaid amounts in the deferred fee account maintained by the Fund in connection with either a change of control of a Fund or the liquidation, dissolution or winding up of a Fund (or various similar types of events or conditions). Set forth on the following page are tables showing the aggregate compensation paid by each Fund to each of its Directors, as well as the total compensation paid to each Director of each Fund by all of the Funds and by other U.S. registered investment companies advised by MSIM or any investment companies that have an investment adviser that is an affiliated person of MSIM (collectively, the "Fund Complex") for their services as Directors of such investment companies for the fiscal year ended December 31, 2004 (October 31, 2004 for TKF). In all cases, there were no pension or retirement benefits accrued as part of any Fund's expenses. The amounts reflected in the following tables include amounts paid by the Fund Complex for services rendered during the fiscal year ended in 2004 for each fund within the Fund Complex, regardless of whether such amounts were actually received by the Directors and nominees during such fiscal year. <TABLE> TOTAL COMPENSATION FROM FUNDS AND FUND COMPLEX PAID TO NAME OF DIRECTORS APF RNE MSD MSF MGB MSY IIF LDF MF TTF TKF DIRECTORS(2)(3) - ---------------------- --------- ------- ------- ------- ----- ------- --------- ------- ------- ------- ------ -------------------- INTERESTED DIRECTOR - ------------------- Fiumefreddo(1) ....... $1,151 $291 $569 $722 $84 $208 -- $380 $148 $263 $125 $360,000 Higgins(1) ........... -- -- -- -- -- -- -- -- -- -- -- $ 0 Robison(1) ........... -- -- -- -- -- -- -- -- -- -- -- $ 0 INDEPENDENT DIRECTOR - -------------------- Bouic ................ -- -- -- -- -- -- $10,500 -- -- -- -- $ 10,500 Bozic(4) ............. $ 574 $136 $266 $337 $39 $ 97 -- $177 $ 69 $123 $ 58 $178,000 Garn(4) .............. $ 574 $136 $266 $337 $39 $ 97 -- $177 $ 69 $123 $ 58 $178,000 Hazareesing .......... -- -- -- -- -- -- $10,500 -- -- -- -- $ 10,500 Hedien(4) ............ $ 574 $136 $266 $337 $39 $ 97 -- $177 $ 69 $123 $ 58 $178,000 Johnson(4) ........... $ 765 $185 $360 $457 $53 $132 -- $241 $ 94 $167 $ 79 $238,000 Kearns(3) ............ $ 660 $163 $319 $405 $47 $117 $ 5,000 $213 $ 83 $148 $ 70 $211,000 La Musse ............. -- -- -- -- -- -- $10,500 -- -- -- -- $ 10,500 Nugent(4) ............ $ 669 $160 $313 $397 $46 $114 -- $209 $ 81 $145 $ 69 $208,000 Reid(3) .............. $ 669 $160 $313 $397 $46 $114 $ 5,000 $209 $ 81 $145 $ 69 $213,000 </TABLE> - --------------- (1) "Interested person" of the Fund within the meaning of the 1940 Act. Mr. Fiumefreddo receives an annual fee for his services as Chairman of the Boards of the Retail Funds and for administrative services provided to the Boards of the Retail Funds. (2) Amounts shown in this column also include amounts received by each Director for service on the Boards of several other funds affiliated with the Funds, which are part of the Fund Complex. (3) Amounts shown in this table include certain amounts deferred by Messrs. Kearns and Reid pursuant to the Fee Arrangement described above. For the amounts deferred by Messrs. Kearns and Reid, please refer to the table below. (4) Messrs. Bozic, Garn, Hedien, Johnson and Nugent are participants in a retirement program adopted by certain of the Retail Funds (the "Adopting Funds") pursuant to which they are entitled to retirement payments upon reaching the eligible retirement age. Annual payments are based on factors such as their lengths of service. As of the calendar year ended December 31, 2004, retirement benefits accrued by the Adopting Funds and their estimated benefits upon retirement from all Adopting Funds were $19,437 and $46,871, respectively for Bozic, $28,779 and $46,917, respectively for Garn, $37,860 and $40,020, respectively for Hedien, $19,701 and $68,630, respectively for Johnson and $35,471 and $61,377, respectively for Nugent. In addition, Messrs. Bozic, Garn, Hedien, Johnson and Nugent received a lump sum benefit payment from the liquidation of a fund in the Plan in 2004 in the amount of $3,639, $6,935, $5,361, $2,915 and $6,951, respectively. 13 The following table sets forth information regarding amounts deferred by certain Directors of their aggregate compensation from the Funds and the Fund Complex, in each case pursuant to the Fee Arrangement described above. <TABLE> TOTAL DEFERRED COM- PENSATION FROM FUNDS NAME OF DIRECTORS APF RNE MSD MSF MGB MSY IIF LDF MF TTF TKF AND FUND COMPLEX - ------------------- ------- ----- ------- ------- ----- ----- ----- ----- ------ ----- ------ --------------------- Kearns ............ $249 $61 $119 $156 $18 $44 -- $81 $31 $56 $28 $584,856 Reid .............. -- -- -- -- -- -- $55 -- -- -- -- $667,002 </TABLE> The election of the nominees for election as Directors of each Fund requires the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. Under each Fund's By-Laws, except for TTF, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast thereat shall constitute a quorum. Under the By-Laws of TTF, the presence in person or by proxy of stockholders entitled to cast one-third of the votes entitled to be cast thereat shall constitute a quorum. For this purpose, abstentions will be counted in determining whether a quorum is present at the Meeting, but will not be counted as votes cast at the Meeting. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THAT FUND SET FORTH ABOVE. 14 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS To the knowledge of the management of each Fund, the following persons owned beneficially more than 5% of the noted Fund's outstanding shares at April 28, 2005. This information is based on publicly available Schedule 13D and 13G disclosures filed with the Securities and Exchange Commission. <TABLE> NAME AND ADDRESS AMOUNT AND NATURE FUND OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS - ------ -------------------------------------- ------------------------------------------------------- ----------------- APF Wachovia Corporation 2,208,116 shares with sole voting power and 2,223,194 6.44% One Wachovia Center shares with sole dispositive power1 Charlotte, North Carolina 28288-0137 Yale University 3,006,755 shares with sole voting power and sole 8.30% Investments Office dispositive power2 230 Prospect Street New Haven, Connecticut 06511-2107 IIF Morgan Stanley Asset Management Inc. 1,879,306 shares with shared dispositive power3 5.26% 1221 Avenue of the Americas New York, New York 10020 Morgan Stanley Group Inc. 325,718 shares with shared voting power and 6.41% 1585 Broadway 2,289,424 shares with shared dispositive power4 New York, New York 10036 LDF Phillip Goldstein 221,591 shares with sole voting power; 10,278 shares 5.56% 60 Heritage Drive with voting power; 504,949 shares with sole Pleasantville, NY 10570 dispositive power5 Lazard Asset Management LLC 1,223,090 shares with sole voting power and sole 13.47% 30 Rockefeller Plaza dispositive power6 New York, New York 10112 MGB Morgan Stanley Group Inc. 667,327 shares with shared voting power and shared 16.10% 1585 Broadway dispositive power7 New York, New York 10036 MSD Morgan Stanley & Co. Incorporated 1,163,722 shares with shared voting power and shared 5.40% 1585 Broadway dispositive power8 New York, New York 10036 Morgan Stanley Group Inc. 1,178,988 shares with shared voting power and 8.47% 1585 Broadway 1,824,162 shares with shared dispositive power9 New York, New York 10036 MSF Morgan Stanley 504,154 shares with shared voting power and 5.18% 1585 Broadway 1,111,320 shares with shared dispositive power10 New York, New York 10036 Lazard Asset Management LLC 2,859,900 shares with sole voting power and sole 15.90% 30 Rockefeller Plaza dispositive power11 New York, New York 10020 MSY Morgan Stanley & Co. Incorporated 479,300 shares with shared voting power and shared 5.48% 1585 Broadway dispositive power12 New York, New York 10036 Morgan Stanley Group Inc. 481,300 shares with shared voting power and 659,000 7.54% 1585 Broadway shares with shared dispositive power13 New York, New York 10036 RNE Bank Morgan Stanley AG 277,030 shares with shared voting power and shared 5.54% Bahnhofstrasse 92/3rd Floor dispositive power14 CH-8023 Zurich Switzerland </TABLE> 15 <TABLE> NAME AND ADDRESS AMOUNT AND NATURE FUND OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS - ------ --------------------------------------------- ----------------------------------------------------- ----------------- City of London Investment Management 303,100 shares with sole voting power and sole 7.92% Company Limited dispositive power15 10 Eastcheap London EC3M ILX England Morgan Stanley Group Inc. 432,689 shares with shared voting power and 568,383 11.36% 1585 Broadway shares with shared dispositve power16 New York, New York 10036 TKF The United Nations Joint Staff Pension Fund 650,000 shares with shared voting power and shared 9.23% United Nations, New York 10017 dispositive power17 TTF Newsgate LLP 727,142 shares with sole voting power and sole 5.48% One Sound Shore Drive dispositive power18 Greenwich, Connecticut 06830 </TABLE> - ---------- 1 Based on a Schedule 13G filed with the Commission on February 3, 2005. 2 Based on a Schedule 13G/A filed with the Commission on January 24, 2003. 3 Based on a Schedule 13G filed with the Commission on February 14, 1997. 4 Based on a Schedule 13G filed with the Commission on February 14, 1997. 5 Based on a Schedule 13D filed with the Commission on June 28, 2004. 6 Based on a Schedule 13G/A filed with the Commission on February 14, 2005. 7 Based on a Schedule 13G/A filed with the Commission on February 9, 1996. 8 Based on a Schedule 13G/A filed with the Commission on February 7, 1997. 9 Based on a Schedule 13G/A filed with the Commission on February 7, 1997. 10 Based on a Schedule 13G/A filed with the Commission on February 5, 1999. 11 Based on a Schedule 13G/A filed with the Commission on February 14, 2005. 12 Based on a Schedule 13G/A filed with the Commission on February 7, 1997. 13 Based on a Schedule 13G/A filed with the Commission on February 7, 1997. 14 Based on a Schedule 13G/A filed with the Commission on May 30, 1997. 15 Based on a Schedule 13G filed with the Commission on February 12, 2002. 16 Based on a Schedule 13G/A filed with the Commission on May 30, 1997. 17 Fiduciary Trust Company International shares voting and dispositive power with respect to 650,000 shares with its client, The United Nations Joint Staff Pension Fund. Based on a Schedule 13G/A filed with the Commission on February 3, 1997. 18 Based on a Schedule 13G filed with the Commission on February 4, 2005. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires that each Fund's executive officers and directors, and beneficial owners of more than 10% of its shares, make certain filings on a timely basis under Section 16(a) of the Exchange Act. Based solely on a review of copies of such reports of ownership furnished to the Funds, the Funds believe that during the past fiscal year all of its officers, directors and greater than 10% beneficial holders complied with all applicable filing requirements. 16 AUDIT COMMITTEE REPORTS AND AUDITOR FEES REPORT OF THE AUDIT COMMITTEE (ALL FUNDS EXCEPT IIF) At a meeting held on January 27, 2005, the Board of Directors of each Fund, including a majority of the Directors who are not "interested persons," as defined under the 1940 Act, of the Fund acting on the recommendation of the Audit Committee of the Fund, selected Ernst & Young LLP to act as independent accountants for each Fund for the fiscal year ending December 31, 2005 (October 31, 2005 for TKF). Each Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees) and has discussed with Ernst & Young LLP its independence with respect to each Fund. Each Fund knows of no direct financial or material indirect financial interest of Ernst & Young LLP in the Fund. Each Fund's financial statements for the fiscal year ended December 31, 2004 (October 31, 2004 for TKF) were audited by Ernst & Young LLP. The Audit Committee of each Fund has reviewed and discussed the audited financial statements of the Fund with management of the Fund. The Audit Committee of each Fund has further discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU Section 380). Based on the foregoing review and discussions, the Audit Committee of each Fund recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2004 (October 31, 2004 for TKF) be included in the Fund's most recent annual report to shareholders and the Fund's annual report filed with the Securities and Exchange Commission. Dr. Manuel H. Johnson, Chairman of the Audit Committee Joseph J. Kearns, Vice Chairman of the Audit Committee Fergus Reid, Member of the Audit Committee Michael Bozic, Member of the Audit Committee Edwin J. Garn, Member of the Audit Committee Wayne E. Hedien, Member of the Audit Committee REPORT OF THE AUDIT COMMITTEE OF IIF ONLY At a meeting held on April 28, 2005, the Board of Directors of the Fund, including a majority of the Directors who are not "interested persons," as defined under the 1940 Act, of the Fund acting on the recommendation of the Audit Committee of the Fund, selected Ernst & Young LLP to act as independent accountants for the Fund for the fiscal year ending December 31, 2005. The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees) and has discussed with Ernst & Young LLP its independence with respect to the Fund. The Fund knows of no direct financial or material indirect financial interest of Ernst & Young LLP in the Fund. The Fund's financial statements for the fiscal year ended December 31, 2004 were audited by Ernst & Young LLP. The Audit Committee of the Fund has reviewed and discussed the audited financial statements of the Fund with management of the Fund. The Audit Committee of the Fund has further discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU Section 380). Based on the foregoing review and discussions, the Audit Committee of the Fund recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2004 be included in the Fund's most recent annual report to shareholders and the Fund's annual report filed with the Securities and Exchange Commission. Joseph J. Kearns, Chairman of the Audit Committee Gaetan Bouic, Member of the Audit Committee Ravindranath Santosh Kumar Hazareesing, Member of the Audit Committee Marie Joseph Raymond La Musse, Member of the Audit Committee Fergus Reid, Member of the Audit Committee 17 AUDIT FEES The aggregate fees billed by Ernst & Young LLP in connection with the annual audit of each Fund's financial statements for the fiscal years ended December 31, 2004 and 2003 (October 31, 2004 and 2003 for TKF) are set forth below: 2004 2003 ---------- ---------- APF .................... $ 57,860 $55,105 RNE .................... $ 67,590 $64,375 MSD .................... $ 73,000 $69,525 MSF .................... $ 93,980 $89,507 MGB .................... $ 47,480 $45,217 MSY .................... $ 47,050 $44,805 IIF .................... $104,370 $99,395 LDF .................... $ 67,590 $62,500 MF ..................... $ 36,230 $34,505 TTF .................... $ 36,230 $34,505 TKF .................... $ 41,640 $39,655 AUDIT-RELATED FEES There were no fees billed by Ernst & Young LLP related to the annual audit of a Fund's financial statements for the fiscal years ended December 31, 2004 and 2003 (October 31, 2004 and 2003 for TKF), except for APF which paid audit-related fees in the amount of $8,000 and $7,500, respectively, for the translation of financial statements for certain foreign regulatory filing requirements. TAX FEES The aggregate fees billed by Ernst & Young LLP in connection with tax compliance, tax advice and tax planning for each Fund for the fiscal years ended December 31, 2004 and 2003 (October 31, 2004 and 2003 for TKF) are set forth below, which represent fees paid for the review of the Federal, state and local tax returns for each Fund. 2004 2003 ---------- ---------- APF .................... $2,700 $2,575 RNE .................... $2,700 $2,575 MSD .................... $2,700 $2,575 MSF .................... $3,350 $3,193 MGB .................... $3,350 $3,193 MSY .................... $2,700 $2,575 IIF .................... $2,700 $2,575 LDF .................... $2,700 $2,500 MF ..................... $2,700 $2,575 TTF .................... $2,700 $2,575 TKF .................... $2,700 $2,575 ALL OTHER FEES There were no fees billed by Ernst & Young LLP for any other products and services not set forth above for each Fund for the fiscal years ended December 31, 2004 and 2003 (October 31, 2004 and 2003 for TKF). AUDIT COMMITTEE PRE-APPROVAL Each Fund's Audit Committee's policy is to review and pre-approve all auditing and non-auditing services to be provided to the Fund by the Fund's independent auditors. The Audit Committee Audit and Non-Audit Pre-Approval Policy and Procedures requires each Fund's Audit Committee to either 18 generally pre-approve certain services without consideration of specific case-by-case services, or requires the specific pre-approval of services by the Audit Committee or its delegate. Under the Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditors. Any services that are generally pre-approved may require specific pre-approval by the Audit Committee if the services exceed pre-approved cost levels or budgeted amounts. All of the audit, audit-related and the tax services described above for which Ernst & Young LLP billed each of the Funds' fees for the fiscal year ended December 31, 2004 (October 31, 2004 for TKF) were pre-approved by the Audit Committee. AGGREGATE NON-AUDIT FEES PAID BY THE MANAGER AND AFFILIATED ENTITIES The aggregate fees billed for professional services rendered by Ernst & Young LLP for all other services provided to the Manager and to any entities controlling, controlled by or under common control with the Manager for the fiscal years ended December 31, 2004 and 2003 amounted to $276,814 and $598,000, respectively. Such services for the 2004 and 2003 fiscal years included: (i) audit-related fees of $115,000 and $93,000, respectively, for the issuance of a report under Statement on Accounting Standards No. 70 titled "Reports on the Processing of Transactions by Service Organizations" and (ii) all other fees of $161,814 and $505,000, respectively, related to services such as performance attestation, operational control reviews and the provision of educational seminars. The Audit Committee of each Fund has considered whether the provision of non-audit services and the provision of services to affiliates of the Manager is compatible with maintaining the independence of Ernst & Young LLP. Representatives from Ernst & Young LLP are not expected to be present at the Meeting. Ernst & Young LLP will have the opportunity to make a statement if they desire to do so and the representatives from Ernst & Young LLP are expected to be available by telephone to respond to appropriate questions. OTHER MATTERS No business other than as set forth herein is expected to come before any Meeting, but should any other matter requiring a vote of stockholders arise, including any question as to an adjournment of the Meeting for a Fund, the persons named in the enclosed Proxy Card(s) will vote thereon according to their best judgment in the interests of the Fund. STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING A stockholder's proposal intended to be presented at a Fund's Annual Meeting of Stockholders in 2006 must be received by such Fund on or before January 19, 2006 in order to be included in the Fund's proxy statement and Proxy Card relating to that meeting. Any stockholder who desires to bring a proposal at a Fund's Annual Meeting of Stockholders in 2006, without including such proposal in the Fund's proxy statement, must deliver written notice thereof to the Secretary of such Fund not before March 24, 2006 and not later than April 23, 2006, in the manner and form required by that Fund's By-Laws. Each Fund will furnish, without charge, a copy of its By-Laws to any stockholder of such Fund requesting such By-Laws. Requests for a Fund's By-Laws should be made in writing to the respective Fund, c/o Morgan Stanley Investment Management Inc., 1221 Avenue of the Americas, New York, New York 10020. MARY E. MULLIN Secretary Dated: May 19, 2005 STOCKHOLDERS OF A FUND WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING FOR THAT FUND AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD FOR THE FUND AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 19
PROXY CARD MORGAN STANLEY ASIA-PACIFIC FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF MORGAN STANLEY ASIA-PACIFIC FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD MORGAN STANLEY EASTERN EUROPE FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF MORGAN STANLEY EASTERN EUROPE FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD MORGAN STANLEY EMERGING MARKETS FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF MORGAN STANLEY EMERGING MARKETS FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD MORGAN STANLEY HIGH YIELD FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF MORGAN STANLEY HIGH YIELD FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD MORGAN STANLEY INDIA INVESTMENT FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF MORGAN STANLEY INDIA INVESTMENT FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Gaetan Bouic [ ] Ravindranath Santosh Kumar Hazareesing [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD THE LATIN AMERICAN DISCOVERY FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF THE LATIN AMERICAN DISCOVERY FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD THE MALAYSIA FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF THE MALAYSIA FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD THE THAI FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF THE THAI FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name. PROXY CARD THE TURKISH INVESTMENT FUND, INC. C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all stock of the above Fund held of record by the undersigned on April 28, 2005 at the Annual Meeting of Stockholders to be held on June 21, 2005, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE SIDE ANNUAL MEETING OF STOCKHOLDERS OF THE TURKISH INVESTMENT FUND, INC. JUNE 21, 2005 PROXY VOTING INSTRUCTIONS MAIL - Date, sign and mail your Proxy Card in the envelope provided as soon as possible. -OR- TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your Control number (or "Company number") and Proxy Card available when you call. Company Number Account Number Control Number You may enter your voting instructions at 1-800-PROXIES up until 11:59 PM Eastern Time on the day before the cut-off or meeting date. Please detach and mail in the envelope provided IF you are not voting via telephone. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] 1. Election of the following nominees as Directors: NOMINEES [ ] FOR ALL NOMINEES [ ] Joseph J. Kearns [ ] Michael Nugent [ ] WITHHOLD AUTHORITY [ ] Fergus Reid FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), - ------------ mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [ ] - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - -------------------------------------------------------------------------------- THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. <TABLE> Signature of Stockholder Date: Signature of Stockholder: Date: ------------------ -------- --------------- -------- </TABLE> NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. When signing as attorney, executor, administrator, trustee, guardian or custodian, please sign full title as such. If a corporation, please sign full corporate name by authorized officer and indicate the signer's office. If a partnership, please sign in partnership name.