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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

MORGAN STANLEY ASIA-PACIFIC FUND, INC.
--------------------------------------------------------------------------
(Names of Registrants as Specified in Their Charters)

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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MORGAN STANLEY AFRICA INVESTMENT FUND, INC.
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.(1)
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 Meetings of Stockholders of the
Funds listed above (each a "Fund" and collectively, the "Funds") will be held on
Thursday, June 14, 2001 at the offices of Morgan Stanley Dean Witter Investment
Management Inc., 1221 Avenue of the Americas, 22nd Floor, New York, New York
10020, commencing at the following times (New York time):

Conference Room 2
Morgan Stanley India Investment Fund, Inc. ("IIF")................. 8:00 a.m.
Morgan Stanley Asia-Pacific Fund, Inc. ("APF")..................... 8:30 a.m.
The Thai Fund, Inc. ("TTF")........................................ 9:00 a.m.
The Malaysia Fund, Inc. ("MF").................................... 9:30 a.m.
Morgan Stanley High Yield Fund, Inc. ("MSY")....................... 10:00 a.m.

Conference Room 3
Morgan Stanley Africa Investment Fund, Inc. ("AFF")................ 8:00 a.m.
Morgan Stanley Eastern Europe Fund, Inc. ("RNE")................... 8:30 a.m.
The Turkish Investment Fund, Inc. ("TKF").......................... 9:00 a.m.
The Latin American Discovery Fund, Inc. ("LDF") ................... 9:30 a.m.
Morgan Stanley Emerging Markets Fund, Inc. ("MSF")................. 10:00 a.m.
Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD")............ 10:30 a.m.
Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB").......... 11:00 a.m.

The Meetings are being held for the following purposes:

1. To elect Directors of the Funds.
2. With respect to APF only, to approve or reject an
amendment to the Fund's fundamental investment policies
removing the 50% limit on the amount of the Fund's assets
that may be invested in Japan.
3. To consider and act upon any other business as may properly
come before the Meetings, or any adjournments thereof.

(1) On April [ ], 2001, the Board of Directors of each of the following Funds
approved on amendment to the Fund's articles of incorporation deleting the
words "Dean Witter" from the Fund's name: AFF, APF, RNE, MSD, MSF, MGB, MSY
and IIF. The name change of each such Fund became effective as of May 1,
2001.

Only stockholders of record of a particular Fund at the close of
business on April 12, 2001, 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 4, 2001]

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. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUNDS
OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD(s)
PROMPTLY.

MORGAN STANLEY AFRICA INVESTMENT FUND, INC. ("AFF")
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 the Fund
(each a "Meeting" and collectively, the "Meetings") to be held on Thursday, June
14, 2001, at the principal executive office of Morgan Stanley Dean Witter
Investment Management Inc. (hereinafter "Morgan Stanley Investment Management"
or the "Manager"), 1221 Avenue of the Americas, 22nd Floor, New York, New York
10020. It is expected that the Notice of Annual Meeting, Joint Proxy Statement
and Proxy Card(s) will first be mailed to stockholders on or about [May 4,
2001]. 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 Meeting 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. With respect to APF, if no instructions are specified,
shares will be voted FOR the amendment to the Fund's fundamental investment
policies removing the 50% limit on the amount of the Fund's assets that may be
invested in Japan.

The Board has fixed the close of business on April 12, 2001 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:

LDF......................................... 11,056,135 shares
MF.......................................... 9,738,015 shares
AFF......................................... 8,984,407 shares
APF......................................... 43,071,656 shares
MSD......................................... 22,046,681 shares
MSF......................................... 19,157,689 shares
MGB......................................... 4,180,704 shares
RNE......................................... 3,979,588 shares
MSY......................................... 11,600,848 shares
IIF......................................... 19,617,004 shares
TTF......................................... 13,267,713 shares
TKF......................................... 6,084,181 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 at a cost not
expected to exceed $5,000 per Fund, except for APF for which the cost is not
expected to exceed $7,500, plus out-of-pocket expenses.

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR
ITS FISCAL YEAR ENDED DECEMBER 31, 2000 (OCTOBER 31, 2000 FOR TKF), TO ANY
STOCKHOLDER OF SUCH FUND REQUESTING SUCH REPORT. REQUESTS FOR ANNUAL REPORTS
SHOULD BE MADE IN WRITING TO THE RESPECTIVE FUND, C/O J.P. MORGAN INVESTOR
SERVICES CO., P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING
1-800-221-6726.

J.P. Morgan Investor Services Co. (formerly Chase Global Funds Services
Company) is an affiliate of the Funds' administrator, The Chase Manhattan Bank
("Chase Bank"), and provides administrative services to the Funds. The business
address of Chase Bank and J.P. Morgan Investor Services Co. is 73 Tremont
Street, Boston, Massachusetts 02108.

On April [ ], 2001, the Board of Directors of each of the following
Funds approved an amendment to the Fund's articles of incorporation deleting the
words "Dean Witter" from the Fund's name: AFF, APF, RNE, MSD, MSF, MGB, MSY and
IIF. The name change of each such Fund became effective as of May 1, 2001.

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 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 of 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 a
proposal 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.

THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE IN FAVOR OF THE MATTER MENTIONED IN ITEM 1 OF THE NOTICE OF
ANNUAL MEETINGS.

THE BOARD OF DIRECTORS OF APF UNANIMOUSLY RECOMMENDS THAT APF
STOCKHOLDERS VOTE IN FAVOR OF THE MATTER MENTIONED IN ITEM 2 OF THE NOTICE OF
ANNUAL MEETINGS.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the Meetings, Directors will be elected to hold office for a term
specified below and until their successors are duly elected and qualified. It is
the intention of the persons named in the accompanying Proxy Card to vote, on
behalf of the stockholders, for the election of:

(i) Ronald E. Robison as a Class I Director for a term
expiring in 2002 and Barton M. Biggs, William G. Morton, Jr.,
John A. Levin and Gerard E. Jones as Class III Directors for a
term expiring in 2004, for all of the Funds except for IIF, and

(ii) Ronald E. Robison, John S.Y. Chu, Fergus Reid, Andrew
McNally IV and Frederick O. Robertshaw as Class I Directors for
a term expiring in 2004, for IIF.

The Board of each of the Funds have elected Ronald E. Robison, President
and a Director of the Funds.

Each member of the Funds' Boards of Directors (with the exceptions of
Messrs. John S.Y. Chu and R.M.J. Gerard La Hausse de la Louviere, who are
Directors of IIF only, and of Mr. Robison) also serves on the Boards of
Directors of Morgan Stanley Institutional Fund, Inc., The Universal
Institutional Funds, Inc. and Morgan Stanley Strategic Adviser Fund, Inc., which
are open-end registered investment companies also managed by the Manager
(collectively, the "Open-End Funds").

Pursuant to the By-Laws of each Fund, 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. Pursuant
to each Fund's By-Laws, each Director holds office until (i) the expiration of
his term and until his successor has been elected and qualified, (ii) his death,
(iii) his resignation, (iv) December 31 of the year in which he reaches
seventy-three years of age, or (v) his removal as provided by statute or the
Articles of Incorporation (with the exception of MF, which does not have a
mandatory retirement age). Each officer of the Funds will hold such office until
his death or resignation or until a successor has been duly elected and
qualified.

The Board of Directors of each Fund has an Audit Committee. The Audit
Committee makes recommendations to the full Board of Directors with respect to
the engagement of independent accountants and reviews with the independent
accountants the plan and results of the audit engagement and matters having a
material effect on each Fund's financial operations. Each Fund adopted a formal,
written Audit Committee Charter on September 15, 1999 (September 16, 1999 for
IIF), which is attached hereto as Exhibit A. The Audit Committees of the Funds
met three times during the fiscal year ended December 31, 2000 (October 31, 2000
for TKF).

The members of the Audit Committee of each Fund are Gerard E. Jones,
Graham E. Jones, Frederick O. Robertshaw, Andrew McNally IV and William G.
Morton, Jr., none of whom is an "interested person," as defined under the
Investment Company Act of 1940, as amended (the "1940 Act"), of the Funds.
Graham E. Jones serves as the Chairman of each Fund's Audit Committee. The
report of the Funds' Audit Committees, along with certain disclosures regarding
fees paid to the Funds' auditors, is set forth on page [ ] of this joint proxy
statement.

The Boards of Directors also have a Nominating and Compensation
Committee. The Nominating and Compensation Committee evaluates and recommends
nominees for election to each Fund's Board of Directors and establishes
compensation for disinterested Directors. Each Fund adopted a formal, written
Nominating and Compensation Committee Charter on February 17, 2000. The members
of the Nominating and Compensation Committee are John D. Barrett II, John A.
Levin, Samuel T. Reeves and Fergus Reid, none of whom is an "interested person,"
as defined under the 1940 Act, of the Funds. The Chairman of the Nominating and
Compensation Committee is Mr. Reid. The Nominating and Compensation Committee
did not meet during the fiscal year ending December 31, 2000 (October 31, 2000
for TKF).

There were six meetings of the Boards of Directors of the Funds held
during the fiscal year ended December 31, 2000 (October 31, 2000 for TKF). For
the 2000 fiscal year, each current Director attended at least seventy-five
percent of the aggregate number of meetings of the Board and of any committee on
which he served except for Barton M. Biggs and John A. Levin.

3
7

Each of the nominees for Director has consented to be named in this
Joint Proxy Statement and to serve as a director of each Fund 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, Proxies will be voted for
such persons as the Board of Directors of the Fund may recommend.

Certain information regarding the current Directors and officers of the
Funds, and nominees for election as Directors, is set forth below:

NAME, ADDRESS AND DATE OF BIRTH POSITION WITH PRINCIPAL OCCUPATIONS AND
THE FUNDS OTHER AFFILIATIONS
- -------------------------------- ------------------- -----------------------------------

Barton M. Biggs*(1) +.... Class III Director Chairman, Director and Managing
1221 Avenue of the Americas and Chairman of Director of Morgan Stanley
New York, New York 10020 the Board since: Investment Management and Chairman
11/26/32 LDF: 1992 and Director of Morgan Stanley
MF: 1995 Investment Management Limited;
AFF: 1994 Managing Director of Morgan
APF: 1994 Stanley & Co. Incorporated; Member
MSD: 1993 of the Yale Development Board;
MSF: 1993 Director and Chairman of the Board
MGB: 1995 of various U.S. registered
RNE: 1996 investment companies managed by
MSY: 1995 Morgan Stanley Investment
IIF: 1994 Management
TTF: 1995
TKF: 1995

Ronald E. Robison*+...... Class I Director [Managing Director of Morgan
1221 Avenue of the Americas and President of Stanley & Co. Incorporated;
New York, New York 10020 all Funds since Managing Director of Morgan
1/13/39 2001 Stanley Investment Management;
Director and President of various
U.S. registered investment
companies managed by Morgan
Stanley Investment Management;
Previously, Managing Director and
Chief Operating Officer of TCW
Funds Management]

John D. Barrett II....... Class II Director Chairman and Director of Barrett
Barrett Associates Inc. of all Funds since Associates, Inc. (investment
521 Fifth Avenue 2000 counseling); Director of the
New York, New York 10135 Ashorth Company (real estate);
8/21/35 Director of various U.S.
registered investment companies
managed by Morgan Stanley
Investment Management

John S.Y. Chu(2)+........ Class I Director Finance director of the ABC Group
Orchard Towers since: of Companies; Previously, Managing
Quatre Bornes, Mauritius IIF: 1996 Director of Crown Eagle
4/10/37 Investments Ltd.

Gerard E. Jones+ ........ Class III Director Partner in Richards & O'Neil, LLP;
Richards & O'Neil, LLP of all Funds Director of Tractor Supply
43 Arch Street (except IIF) since Company, Tiffany Foundation,
Greenwich, Connecticut 06830 2000; Class III Fairfield County Foundation and
1/23/37 Director of IIF Director of various U.S.
since 1995 registered investment companies
managed by Morgan Stanley
Investment Management

Graham E. Jones.......... Class II Director Senior Vice President of BGK
330 Garfield Street since: Properties (commercial real
Suite 200 LDF: 1995 estate); Trustee of various
Santa Fe, New Mexico 87501 MF: 1987 investment companies managed by
1/31/33 AFF: 1995 Weiss, Peck & Greer; Trustee of
APF: 1995 various investment companies
MSD: 1995 managed by Deutsche Asset
MSF: 1995 Management; Director of various
MGB: 1995 U.S. registered investment
RNE: 1996 companies managed by Morgan
MSY: 1995 Stanley Investment Management;
TTF: 1987 Trustee of various investment
TKF: 1989 companies managed by Sun Capital
Advisors, Inc.

4
8

POSITION WITH PRINCIPAL OCCUPATIONS AND
NAME, ADDRESS AND DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS
- -------------------------------- ------------------- -----------------------------------

R.M.J. Gerard La Hausse de la Class III Director Director of National Mutual Fund
Louviere(2) since: Limited, Les Moulins de la
Saint Clement Street IIF: 1994 Concorde Limitee, Mauritius
Curepipe, Mauritius Development Investment Trust Co.
7/24/27 Ltd., Sun Resorts Limited,
Dinarobin Inns and Motels Co.
Ltd., The Mount S.E. Co. Ltd. and
Pharmacie Nouvelle Ltd.;
Previously, Managing Director of
the Anglo-Mauritius Assurance
Society Limited

John A. Levin(1)+........ Class III Director Chairman and Chief Executive
One Rockefeller Plaza since: Officer of John A. Levin & Co.,
New York, New York 10020 LDF: 1994 Inc.; Director of various U.S.
8/20/38 MF: 1995 registered investment companies
AFF: 1995 managed by Morgan Stanley
APF: 1995 Investment Management; Director,
MSD: 1993 Chairman, President and Chief
MSF: 1995 Executive Officer of BKF Capital
MGB: 1995 Group, Inc.
RNE: 1996
MSY: 1995
IIF: 1994
TTF: 1995
TKF: 1995

Senior Principal of Hammond
Andrew McNally IV+....... Class I Director Kennedy Whitney (merchant
333 North Michigan Avenue of all Funds since banking); Director of Reinhold
Suite 501 2000 Industries Inc. (industrial
Chicago, Illinois 60601 products), Rand McNally & Company
11/11/39 (publishing) and Hubbell, Inc.
(industrial electronics); Director
of various U.S. registered
investment companies managed by
Morgan Stanley Investment
Management; Formerly, Chairman and
Chief Executive Officer of Rand
McNally & Company; Formerly,
Director of Burns International
Services Corporation (security)

William G. Morton, Jr.+.. Class III Director Formerly, Chairman and Chief
One Boston Place since: Executive Officer of Boston Stock
Boston, Massachusetts 02108 LDF: 1995 Exchange; Director of Tandy
3/13/37 MF: 1994 Corporation (electronics);
AFF: 1994 Director of various U.S.
APF: 1995 registered investment companies
MSD: 1993 managed by Morgan Stanley
MSF: 1995 Investment Management
MGB: 1994
RNE: 1996
MSY: 1995
TTF: 1995
TKF: 1995

Samuel T. Reeves......... Class II Director President of Pinnacle Trading
8211 North Fresno Street of all Funds L.L.C. (investments); Director of
Fresno, California 93720 (except IIF) since various U.S. registered investment
7/28/34 2000; Class III companies managed by Morgan
Director of IIF Stanley Investment Management;
since 1997 Previously Member of Advisory
Board of Tiger Management
Corporation; Previously,
Co-Chairman of the Board and
President, Dunavant Enterprises
(cotton merchandising); Previously,
Director of Pacific Gas & Electric
Corp.

Fergus Reid+............. Class I Director Chairman and Chief Executive
85 Charles Colman Boulevard of all Funds Officer of Lumelite Plastics
Pawling, New York 12564 (except IIF) since Corporation; Trustee and Director
8/12/32 2000; Class I of Vista Mutual Fund Group;
Director of IIF Director of various U.S.
since 1995 registered investment companies
managed by Morgan Stanley
Investment Management

Frederick O. Robertshaw+ Class I Director Attorney at Law; Director of
2025 North Third Street of all Funds since various U.S. registered investment
Suite 300 2000 companies managed by Morgan
Phoenix, Arizona 85004 Stanley Investment Management;
1/24/34 Formerly, of Counsel, Copple,
Chamberlin, Boehm and Murphy,
P.C.; Formerly, of Counsel, Bryan,
Cave LLP

5
9

POSITION WITH PRINCIPAL OCCUPATIONS AND
NAME, ADDRESS AND DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS
- -------------------------------- ------------------- -----------------------------------

Joseph P. Stadler*....... Vice President Principal of Morgan Stanley & Co.
1221 Avenue of the Americas since: Incorporated and Morgan Stanley
New York, New York 10020 LDF: 1994 Investment Management; Officer of
6/7/54 MF: 1994 various U.S. registered investment
AFF: 1994 companies managed by Morgan
APF: 1994 Stanley Investment Management;
MSD: 1993 Previously with Price Waterhouse
MSF: 1993 LLP
MGB: 1994
RNE: 1996
MSY: 1993
IIF: 1994
TTF: 1994
TKF: 1994

Stefanie V. Chang*....... Vice President of Principal of Morgan Stanley & Co.
1221 Avenue of the Americas all Funds since Incorporated and Morgan Stanley
New York, New York 10020 1997 Investment Management; Officer of
11/30/66 various U.S. registered investment
companies managed by Morgan
Stanley Investment Management;
Previously practiced law with the
New York law firm of Rogers &
Wells LLP

Arthur J. Lev Vice President of Principal of Morgan Stanley & Co.
1221 Avenue of the Americas all Funds since Incorporated and Morgan Stanley
New York, New York 10020 2000 Investment Management; General
9/23/61 Counsel to, and Secretary of,
Morgan Stanley Investment
Management; Previously with
Bankers Trust Company

Mary E. Mullin*.......... Secretary of all Vice President of Morgan Stanley &
1221 Avenue of the Americas Funds since 1999 Co. Incorporated and Morgan
New York, New York 10020 Stanley Investment Management;
3/22/67 Officer of various U.S. registered
investment companies managed by
Morgan Stanley Investment
Management; Previously practiced
law with the New York law firms of
McDermott, Will & Emery and
Skadden, Arps, Slate, Meagher &
Flom LLP

Belinda Brady............ Treasurer of all Senior Manager, Fund
73 Tremont Street Funds since 1999 Administration, J.P. Morgan
Boston, Massachusetts 02108 Investor Services Co. (formerly
1/23/68 Chase Global Funds Services
Company); Treasurer of various
U.S. registered investment companies
managed by Morgan Stanley Investment
Management; Previously with Price
Waterhouse LLP

Robin Conkey............. Assistant Operations Manager, Fund
73 Tremont Street Treasurer of all Administration, J.P. Morgan
Boston, Massachusetts 02108 Funds since 1999 Investor Services Co. (formerly
5/11/70 Chase Global Funds Services Company);
Assistant Treasurer of various U.S.
registered investment companies
managed by Morgan Stanley
Investment Management; Previously
with Price Waterhouse LLP

- -----------

* "Interested person" of the Fund within the meaning of the 1940 Act. Mr.
Biggs is chairman, director and managing director of the Manager, and
Messrs. Robison, Lev and Stadler and Ms. Chang and Ms. Mullin are
officers of the Manager.
+ Nominee for election as a Director of one or more Funds at the Meetings.
(1) With regard to IIF, Mr. Biggs and Mr. Levin are currently Class II
Directors.
(2) Messrs. Chu and La Hausse de la Louviere are currently Directors of IIF
only.

6
10

The following table sets forth information regarding beneficial
ownership of shares in each Fund owned by the Directors and officers of
the Funds and each nominee for election as a Director, as of [April 27,
2001.] In all cases, the percentage of shares beneficially owned in each
Fund by each Director, officer and nominee is under 1% of the
outstanding shares of such Fund. This information has been furnished by
each Director, officer, and nominee.

NAME LDF MF APF AFF MSD MSF MGB
- ---- --- -- --- --- --- --- ---

Biggs 100 102 101 106 125 121 100

Robison -- -- -- -- -- -- --

Barrett 500 -- 502 502 -- -- --

Chu -- -- -- -- -- -- --

Gerard E.Jones -- -- -- -- -- -- --

Graham E. Jones 500 2,667 700 500 500 500 500

La Hausse de la Louviere -- -- -- -- -- -- --

Levin 11,667 8,000 24,834 1,000 10,500 9,000 5,000

McNally 7,336 -- -- -- -- -- --

Morton 1,027 1,000 1,449 1,357 1,000 1,219 1,000

Reeves -- -- 4,715 3,835 -- 5,080 --

Reid -- -- 1,024 1,040 -- 792 --

Robertshaw 100 -- 123 50 120 100 --

Stadler -- -- -- -- -- -- --

Chang -- -- -- -- -- -- --

Lev -- -- -- -- -- -- --

Mullin -- -- -- -- -- -- --

Brady -- -- -- -- -- -- --

Conkey -- -- -- -- -- -- --

All 21,230 11,769 33,448 8,390 12,245 16,812 6,600
Directors,
Officers,
and
Nominees
as a Group

NAME RNE MSY IIF TTF TKF TOTAL
- ---- --- --- --- --- --- -----

Biggs 100 100 114 100 135 1,304

Robison -- -- -- -- --

Barrett 500 -- 570 -- -- 2,574

Chu -- -- -- -- -- --

Gerard E.Jones -- 2,666 1,141 -- -- 3,807

Graham E. Jones 500 666 500 1,029 1,000 9,562

La Hausse de la Louviere -- -- -- -- -- --

Levin 13,000 3,667 14,000 9,000 9,500 119,168

McNally -- -- -- -- -- 7,336

Morton 1,078 1,066 -- 1,005 1,385 12,586

Reeves -- -- 12,000 -- -- 25,630

Reid -- -- -- -- -- 2,856

Robertshaw 50 -- 57 160 -- 760

Stadler -- -- -- -- -- --

Chang -- -- -- -- -- --

Lev -- -- -- -- -- --

Mullin -- -- -- -- -- --

Brady -- -- -- -- -- --

Conkey -- -- -- -- -- --

All 15,228 8,165 28,382 11,294 12,020 185,583
Directors,
Officers,
and
Nominees
as a Group

7
11

The following table sets forth information, as of [April 27, 2001,]
regarding the approximate share equivalents owned under deferred fee
arrangements (described below) in each Fund by those current Directors of the
Funds and nominees for election as Directors who have participated in the
deferred fee arrangements described below. The figures indicate share
equivalents owned by those current Directors and nominees and held in cash
accounts by each Fund on behalf of those current Directors and nominees in
connection with the deferred fee arrangements described below. In all cases, the
percentage of share equivalents owned under such deferred fee arrangements in
each Fund by each such Director and nominee is under 1% of the outstanding
shares of such Fund.

NAME LDF MF AFF APF MSD MSF MGB RNE MSY IIF TTF TKF TOTAL
- ---- --- -- --- --- --- --- --- --- --- --- --- --- -----

Graham E.
Jones -- 718 -- 691 -- 544 -- -- -- -- 626 -- 2,579

Levin 1,747 3,802 2,295 4,425 4,996 2,594 2,172 914 2,269 4,297 5,419 3,696 38,626

Reeves 19 17 21 111 36 47 7 8 20 57 22 24 389

Reid -- -- -- -- -- -- -- -- -- 1,615 -- -- 1,615

Robertshaw 6 5 6 33 11 14 2 2 6 17 7 7 116

All
Directors
and
Nominees
as a Group 1,772 4,542 2,322 5,260 5,043 3,199 2,181 924 2,295 5,986 6,074 3,727 43,325

Effective as of July 1, 2000, the Funds, The Pakistan Investment Fund,
Inc. ("PKF") and the Open-End Funds pay each of the Directors who is not an
"interested person" an annual aggregate fee of $75,000, plus out-of-pocket
expenses, for service on all Boards of Directors of the Funds, PKF and the
Open-End Funds and on any committees of the Funds, PKF and the Open-End Funds.
Directors' fees for each year are allocated among the Funds, PKF and the
Open-End Funds in proportion to their respective average net assets during the
year. In addition, IIF pays each of its Directors who is not resident in either
Mauritius or India and who is not a director, officer or employee of Morgan
Stanley Investment Management or its affiliates a fee of $10,000 per meeting in
connection with any meeting held in either Mauritius or India that such Director
attends in person. Each Director of IIF who is a resident in either Mauritius or
India and who is not a director, officer or employee of Morgan Stanley
Investment Management or its affiliates, receives an annual fee of $7,500 per
year plus $750 for each meeting such Director attends in person or by telephone.

Each of the Directors who is not an "affiliated person" of Morgan
Stanley Investment Management within the meaning of the 1940 Act may enter into
a deferred fee arrangement (the "Fee Arrangement") with each Fund, pursuant to
which such Director may defer to a later date the receipt of his Director's
fees. The deferred fees owed by a Fund are credited to a bookkeeping account
maintained by the Fund on behalf of such Director and accrue 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 Fund 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 is elected by the Director.

Under the Fee Arrangement, deferred Director's fees (including the
return accrued thereon) will become payable by a Fund in cash upon such
Director's resignation from the Board of Directors of that Fund in generally
equal annual installments over a period of five years (unless the Fund has
agreed to a longer or shorter payment period) beginning on the first day of the
year following the year in which such Director's resignation occurred. In the
event of a Director's death, remaining amounts 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. Under
the Fee Arrangement, the Board of Directors of each Fund, in its sole
discretion, has reserved the right, at the request of a Director or otherwise,
to accelerate or extend the payment of amounts in the deferred fee account at
any time after the termination of such Director's service as a director. In
addition, in the event of liquidation, dissolution or winding up of a Fund or
the distribution of all or substantially all of a Fund's assets and property to
its stockholders (other than in connection with a reorganization or merger into
another fund advised by Morgan Stanley

8
12
Investment Management), all unpaid amounts in the deferred fee account
maintained by the Fund will be paid in a lump sum to the Directors participating
in the Fee Arrangement on the effective date thereof.

Set forth below is a table 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 Morgan Stanley Investment Management or its
affiliates (collectively, the "Fund Complex") for their services as Directors of
such investment companies for the fiscal year ended December 31, 2000 (October
31, 2000 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 table include amounts paid by the
Fund Complex for services rendered during the fiscal year ended December 31,
2000 (October 31, 2000 for TKF), regardless of whether such amounts were
actually received by the Directors during such fiscal year.

NAME
- ----
OF
- --
DIRECTORS LDF MF AFF APF MSD MSF MGB RNE MSY
- --------- --- -- --- --- --- --- --- --- ---

Biggs (1) -- -- -- -- -- -- -- -- --

Schaaff(1)(2) -- -- -- -- -- -- -- -- --

Robison(1)(2) -- -- -- -- -- -- -- -- --

Barrett 308 113 299 1,666 370 759 85 178 262

Chu -- -- -- -- -- -- -- -- --

Gerard E. Jones 308 113 299 1,666 370 759 85 178 262

Graham E. Jones 2,702 3,904 4,073 7,620 3,161 4,533 2,479 2,703 3,053

LaHausse de la
Louviere -- -- -- -- -- -- -- -- --

Levin (3) 2,439 2,511 3,496 6,728 2,768 3,956 2,216 2,309 2,660

McNally 308 113 299 1,666 370 759 85 178 262

Morton 2,439 2,511 3,496 6,728 2,768 3,956 2,216 2,309 2,660

Reeves 308 113 299 1,666 370 759 85 178 262

Reid (3) 308 113 299 1,666 370 759 85 178 262

Robertshaw 308 113 299 1,666 370 759 85 178 262

NUMBER
------
OF
--
TOTAL FUNDS
----- -----
COMPENSATION IN FUND
------------ -------
FROM COMPLEX
---- -------
FUNDS FOR
----- ---
AND FUND WHICH
-------- -----
NAME COMPLEX DIRECTOR
- ---- ------- --------
OF PAID TO SERVES
- -- ------- ------
DIRECTORS IIF TTF TKF DIRECTORS(4) (5)
- --------- --- --- --- --------- ---

Biggs (1) -- -- -- -- 16

Schaaff(1)(2) -- -- -- -- 13

Robison(1)(2) -- -- -- -- 0

Barrett 1,051 103 247 70,000 16

Chu 11,250 -- -- 11,250 1

Gerard E. Jones 14,601 103 247 83,550 16

Graham E. Jones 1,051 3,877 2,642 75,378 16

LaHausse de la
Louviere 11,250 -- -- 11,250 1

Levin (3) 4,601 3,300 2,379 73,550 16

McNally 1,051 103 247 75,000 16

Morton 1,051 3,300 2,379 70,000 16

Reeves 4,601 103 247 78,550 16

Reid (3) 4,601 103 247 73,550 16

Robertshaw 1,051 103 247 75,000 16

- ---------------
(1) "Interested person" of the Fund within the meaning of the 1940 Act.
(2) Mr. Schaaff resigned as Director and President of the Funds effective as
of March 7, 2001. Mr. Robison was named a Director and President of the
Funds on March 9, 2001.
(3) Of the amounts shown in this table, Mr. Levin deferred all of his
aggregate compensation from the Funds and the Fund Complex, Mr. Reid
deferred all of his aggregate compensation for service on the Boards of
Directors of IIF and the Open-End Funds, and Messrs. Reeves and
Robertshaw deferred [amounts to be provided] of their aggregate
compensation from the Funds and the Fund Complex, in each case pursuant
to the Fee Arrangement described above. Payments under the Fee
Arrangement to a Director will be based on the number of share
equivalents a Director holds. For the number of share equivalents held
by each current Director who has participated in the Fee Arrangement,
please refer to the table on pg. [9] of this joint proxy statement.

(4) Amounts shown in this column also include amounts received by each
Director (other than Messrs. Chu and La Hausse de la Louviere) for
service on the Boards of Directors of PKF and the Open-End Funds.
(5) Indicates the total number of boards of directors of investment
companies in the Fund Complex, including all of the Funds, on which the
Director served at any time during the fiscal year ended December 31,
2000 (October 31, 2000 for TKF).

9
13

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that each Fund's officers and directors, and persons
who own more than ten percent of a registered class of each Fund's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission") and the New York Stock
Exchange, Inc. The Manager assumes responsibility for filing such reports for
each Fund's officers and directors and believes that all required reports under
Section 16(a) have been filed on a timely basis for each Fund's officers and
directors.

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 and MF, 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 and MF, 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 and broker non-votes 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.

APPROVAL OF A CHANGE IN THE FUND'S FUNDAMENTAL INVESTMENT POLICIES
(PROPOSAL NO. 2) -- FOR APF ONLY

The Board of Directors of APF, including a majority of the Directors who
are not "interested persons" of each Fund as defined in the 1940 Act, have
approved an amendment to the Fund's fundamental investment policies removing the
50% limit on the amount of the Fund's assets that may be invested in Japan. As
set forth as a fundamental policy of the Fund in the Fund's prospectus, dated
July 25, 1994, the Fund's investment restrictions provide that the Fund must
invest less than 50% of its total assets in Japan. This policy was set forth in
order to comply with the regulatory requirements in Japan in effect at the time,
to which the Fund was subject as the result of having offered its shares in
Japan. The regulations in Japan no longer require that the Fund invest less than
50% of its assets in Japan. The Fund's Board of Directors has accordingly
determined that it would be in the best interests of the Fund's stockholders to
remove the 50% limit on the amount of the Funds assets that may be invested in
Japan.

The Manager believes it will be able to manage the Fund more effectively
and achieve a greater return for the Fund with the ability to invest more than
50% of the Fund's assets in Japan. By being permitted to invest more than 50% of
the Fund's assets in Japan, the Manager believes that the Fund may be able to
achieve a greater return because it will permit the Fund to have greater
flexibility to invest in Japan when the Manager believes investments in Japan
will provide the Fund with an above average return.

Approval of the proposed amendment to the Fund's fundamental investment
policies will require the affirmative vote of a majority of the Fund's
outstanding shares of common stock. As defined in the 1940 Act, a "majority of
outstanding shares" means the lesser of 67% of the voting securities present at
the Annual Meeting of Stockholders, if a quorum is present, or 50% of the
outstanding voting securities. For this purpose, both abstentions and broker
non-votes will have the effect of a vote to disapprove the proposed amendment.
The Fund will continue under its current fundamental investment policies without
change if this proposal is not approved by the stockholders.

THE BOARD OF DIRECTORS OF APF RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.

AUDIT COMMITTEE REPORTS AND AUDIT FEES

REPORTS OF THE AUDIT COMMITTEES

At a meeting held on February 16, 2001, the Board of Directors of each
Fund, including a majority of the directors who are not "interested persons," as
defined under the 1940 Act, acting on the recommendation of the Audit Committee
of each Fund, selected Ernst & Young LLP to act as independent accountants for
each Fund for the fiscal year ending December 31, 2001 (October 31, 2001 for
TKF). The Audit Committee of each Fund has received the written disclosures and
the letter from Ernst & Young LLP required by Independence Standards Board
Standard No. 1 and have discussed with Ernst & Young LLP their 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. Although it is not
expected that a representative of Ernst & Young LLP will attend the Meetings, a
representative will be available by telephone to respond to stockholder
questions, if any.

Each Fund's financial statements for the fiscal year ended December 31,
2000 (October 31, 2000 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. Based on the foregoing
review and discussions, the Audit Committee of each Fund has recommended to the
Board of Directors of the Fund that the audited financial statements of the Fund
for the fiscal year ended December 31, 2000 (October 31, 2000 for TKF) be
included in the Fund's most recent annual report.

Graham E. Jones, Chairman of the Audit Committees
Gerard E. Jones, Member of the Audit Committees
Andrew McNally IV, Member of the Audit Committees
William G. Morton, Jr., Member of the Audit Committees
Frederick O. Robertshaw, Member of the Audit Committees

AUDIT FEES

The aggregate fees paid to Ernst & Young LLP in connection with the
annual audit of the each Fund's financial statements for the fiscal year ended
December 31, 2000 (October 31, 2000 for TKF) is set forth below:

AFF $50,000
APF $55,000
TTF $35,000
MF $35,000
MSY $45,000
IIF $100,000
RNE $65,000
TKF $40,000
LDF $65,000
MSF $90,000
MSD $70,000
MGB $45,000

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The aggregate fees billed for financial information systems design and
implementation services rendered by Ernst & Young LLP to the Manager, and
entities controlling, controlled by or under common control with the Manager for
the fiscal year ended December 31, 2000 (October 31, 2000 for TKF) was $385,000.
No such services were performed for any of the Funds.

11
15

ALL OTHER FEES
The aggregate fees billed for all other non-audit services, including
fees for tax-related services, rendered by Ernst & Young LLP to the Manager, and
entities controlling, controlled by or under common control with the Manager for
the fiscal year ended December 31, 2000 (October 31, 2000 for TKF) was $2.9
million. No such services were performed for any of the Funds. The Audit
Committees have considered whether the provision of non-audit services is
compatible with maintaining the independence of Ernst & Young LLP.

CERTAIN OTHER MATTERS CONCERNING THE FUNDS' INDEPENDENT AUDITORS
On July 5, 2000, PricewaterhouseCoopers LLP resigned as the independent
accountants for each Fund. At a meeting held on June 15, 2000, the Board of
Directors of each Fund, including a majority of the directors who are not
"interested persons," as defined under the 1940 Act, acting on the
recommendation of the Audit Committee of each Fund, appointed Ernst & Young LLP
as independent accountants for each Fund on June 15, 2000. The appointment of
Ernst & Young as independent accountants for each Fund was ratified by the
stockholders of each Fund on August 1, 2000 at the Fund's reconvened annual
meeting of stockholders. In connection with its audits for 1998 and 1999 and
through July 5, 2000, the date of PricewaterhouseCoopers LLP's resignation as
the independent accountants for each Fund, there were no disagreements with
PricewaterhouseCoopers LLP on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused it to make reference thereto in its report on the financial
statements of each Fund for such years. Each report of PricewaterhouseCoopers
LLP on the financial statements of each Fund for such years contained no
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles.

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
12, 2001:

NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
FUND OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- ------------------------------ --------------------------- ------------

LDF Morgan Stanley Dean Witter & Co. 70,692 shares with shared 8.65%
1585 Broadway voting power and shared
New York, New York 10036 dispositive power; 945,813
shares with shared
dispositive power but no
voting power (1)

Yale University 629,000 shares with sole 5.4%
Investments Office voting power and sole
230 Prospect Street dispositive power(2)
New Haven, CT 06511-2107

Morgan Stanley Investment 794,218 shares with shared 6.76%
Management Inc. dispositive power but no
1221 Avenue of the Americas voting power (1)
New York, New York 10020

Lazard Freres & Co. LLC 1,639,600 shares with sole 19.18%
30 Rockefeller Plaza voting power and sole
New York, New York 10020 dispositive power (3)

MF President and Fellows of 892,500 shares with sole 5.3%
Harvard College voting power and sole
c/o Harvard Management dispositive power (4)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

AFF City of London Investment 1,150,127 shares with sole 9.58%
Group PLC voting power and sole
10 Eastcheap dispositive power (5)
London EC3M ILX
England

12
16

NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
FUND OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- ------------------------------ --------------------------- ------------

President and Fellows of 3,296,395 shares with sole 27.5%
Harvard College voting power and sole
c/o Harvard Management dispositive power (6)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

APF Tattersall Advisory Group Inc. 4,534,700 shares with sole 6.6%
6620 W. Broad Street voting power and sole
Suite 300 dispositive power (7)
Richmond, Virginia 23230-1720

First Union Corporation 4,195,111 shares with sole 6.57%
One First Union Center voting power; 4,176,524
Charlotte, North Carolina shares with sole
28288-0137 dispositive power; 744
shares with shared
dispositive power (3)

Yale University 6,173,000 shares with sole 10.2%
Investments Office voting and sole dispositive
230 Prospect Street power (8)
New Haven, CT 06511-2107

President and Fellows of 3,159,466 shares with sole 5.1%
Harvard College voting and sole dispositive
c/o Harvard Management power (9)
Company, Inc.
600 Atlantic Avenue
Boston, MA 02210

MSF Morgan Stanley Dean Witter & 504,154 shares with shared 5.2%
Co. voting power and shared
1585 Broadway dispositive power; 607,166
New York, New York 10036 shares with shared
dispositive power but no
voting power (10)

Yale University 1,425,000 shares with sole 7.1%
Investments Office voting and sole dispositive
230 Prospect Street power (8)
New Haven, CT 06511-2107

Lazard Freres & Co. LLC 1,716,100 shares with sole 7.52%
30 Rockefeller Plaza and sole dispositive power
New York, New York 10020 (3)

President and Fellows of 1,413,401 shares with sole 7.1%
Harvard College voting power and sole
c/o Harvard Management dispositive power (9)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

RNE Morgan Stanley Dean Witter & 46,456 shares with shared 13.92%
Co. voting power; 569,458
1585 Broadway shares with shared
New York, New York 10036 dispositive power but no
voting power (6)

Morgan Stanley & Co. 520,596 shares with shared 12.72%
International Limited dispositive power (6)
25 Cabot Square
Canary Wharf
London E14 4QA
England

President and Fellows of 456,401 shares with sole 10.6%
Harvard College voting power and sole
c/o Harvard Management dispositive power (11)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

IIF President and Fellows of 4,465,114 shares with sole 15.9%
Harvard College voting power and sole
c/o Harvard Management dispositive power (12)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

13
17

NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
FUND OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- ------------------------------ --------------------------- ------------

TKF United Nations Joint Staff 650,000 shares with shared 9.23%
Pension Fund voting power and shared
United Nations, New York 10017 dispositive power (13)

Fiduciary Trust Company 650,000 shares with shared 9.23%
International voting power and shared
Two World Trade Center dispositive power (13)
New York, New York 10048

The State Teachers Retirement 485,800 shares with sole 7.57%
Board voting power and sole
of Ohio dispositive power (14)
275 East Broad Street
Columbus, Ohio 43215

Kuwait Investment Authority 900,000 shares with sole 12.77%
P.O. Box 38346 voting power and sole
Dahieh Abdullah Al Salem dispositive power (15)
Kuwait City, Kuwait 72254

City of London Investment 1,288,300 shares with sole 20.07%
Group PLC voting power and sole
10 Eastcheap dispositive power (5)
London EC3M ILX
England

- ---------------
(1) Based on a Schedule 13G / A filed with the Commission on February 9,
2000.
(2) Based on a Schedule 13G with the Commission on February 14, 2001.
(3) Based on a Schedule 13G / A filed with the Commission on February 14,
2001.
(4) Based on a Schedule 13G filed with the Commission on February 12, 1999.
(5) Based on a Schedule 13G filed with the Commission on March 8, 2001.
(6) Based on a Schedule 13G / A filed with the Commission on April 10, 2001.
(7) Based on a Schedule 13G / A filed with the Commission on March 24, 1999.
(8) Based on a Schedule 13G with the Commission on February 12, 2001.
(9) Based on a Schedule 13G filed with the Commission on February 9, 2001.
(10) Based on a Schedule 13G filed with the Commission on February 5, 1999.
(11) Based on a Schedule 13G / A filed with the Commission on March 12, 2001.
(12) Based on a Schedule 13G / A filed with the Commission on April 9, 2001.
(13) Based on a Schedule 13G / A filed with the Commission on February 3,
1997.
(14) Based on a Form 5 filed with the Commission on February 21, 2001.
(15) Based on a Schedule 13G filed with the Commission on November 2, 1992.

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 2002 ANNUAL MEETING

A stockholder's proposal intended to be presented at a Fund's Annual
Meeting of Stockholders in 2002 must be received by such Fund on or before
January 4, 2002, 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 2002, without including such
proposal in the Fund's proxy statement, must deliver written notice thereof to
the Secretary of such Fund not before March 16, 2002 and not later than April
15, 2002, in the manner and form required by that Fund's By-Laws.

MARY E. MULLIN
Secretary

14
18

Dated: [May 4, 2001]

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.

15
19

EXHIBIT A

MORGAN STANLEY AFRICA INVESTMENT FUND, INC.
MORGAN STANLEY ASIA PACIFIC FUND, INC.
MORGAN STANLEY EASTERN EUROPE FUND, INC.
MORGAN STANLEY EMERGING MARKETS FUND, INC.
MORGAN STANLEY EMERGING MARKETS DEBT 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.
MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.
(INDIVIDUALLY, THE "FUND" AND COLLECTIVELY, THE "FUNDS")

AUDIT COMMITTEE CHARTER

OBJECTIVES:

I. The Board of Directors of each of the Funds has established a committee
of certain independent directors (the "Audit Committee"). The objectives
of the Audit Committee are:

(a) to oversee each of the Funds' accounting and financial reporting
policies and practices, its internal controls and, as
appropriate, the internal controls of certain service providers;

(b) to oversee the quality and objectivity of each of the Funds'
annual financial statements and the independent audit thereof;
and

II. The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and
internal control, and the auditor's responsibility to plan and carry out
a proper audit.

RESPONSIBILITIES:

I. To carry out its objectives, the Audit Committee shall have the
following responsibilities:

(a) to recommend the selection, retention or termination of auditors
and, in connection therewith, to evaluate the independence of
the auditors, including whether the auditors provide any
consulting services to the investment manager(s), and to receive
the auditors' specific representations as to their independence;

(b) to meet with each of the Funds' independent auditors, including
private meetings, as necessary, (i) to review the arrangements
for and scope of the annual audit and any special audits; (ii)
to discuss any matters of concern relating to each of the Funds'
financial statements, including any adjustments to such
statements recommended by the auditors, or other results of said
audit(s); (iii) to consider the auditors' comments with respect
to each of the Funds' financial policies, procedures and
internal accounting controls and management's responses thereto;
and (iv) to review the form of opinion the auditors render to
each Board and each Funds' shareholders;

(c) to review significant current financial reporting issues and
practices with management and auditors and to consider the
effect upon each of the Funds of any changes in accounting
principles or practices proposed by management or the auditors;

16
20

(d) to review the fees charged by the auditors for audit and
non-audit services;

(e) to investigate improprieties or suspected improprieties in funds
operations;

(f) to report its activities to the full Board of each Fund on a
regular basis and to make such recommendations with respect to
the above and other matters as the Audit Committee may deem
necessary or appropriate; and

(g) to review this Charter at least annually and recommend any
changes to the full Board of Directors of each Fund.

II. The Audit Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require. The Audit Committee
shall regularly meet with the Treasurer of each of the Funds and with
representatives of the management company and other service providers
responsible for financial reporting and controls.

III. The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to retain
special counsel and other experts or consultants at the expense of the
appropriate Fund(s).

17
21

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 12, 2001 at the Annual Meeting of Stockholders to be held
on June 14, 2001, and at any adjournment thereof. The undersigned hereby revokes
any and all proxies with respect to such stock heretofore given by the
undersigned. The undersigned acknowledges receipt of the Joint Proxy Statement
dated [May 4, 2001].

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.)
SEE REVERSE SIDE

[X] Please mark your votes as in this sample.

1. Election of the following nominees as Directors:

FOR WITHHELD

[ ] [ ]
Class I Nominee:
Ronald E. Robison

Class III Nominees:
Gerard E. Jones, Barton M. Biggs, William G. Morton, Jr. and
John A. Levin

----------------------------------------------

For all nominees except as noted above

2. To approve or reject an amendment to the Fund's fundamental investment
policies removing the 50% limit on the amount of the Fund's assets that
may be invested in Japan.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

THIS PROXY 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 WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES AS DIRECTORS FOR THE FUND SET FORTH ABOVE AND IN FAVOR
OF PROPOSAL NO. 2.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN.

SIGNATURES(S)
-----------------------------------
DATE , 2001
---------------

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. PLEASE MARK, SIGN,
DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]