1 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 /X/ Definitive Additional Materials / / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12 The Turkish Investment Fund, Inc. - - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 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: ---------------------------------------------------------------------- 2 THE TURKISH INVESTMENT FUND, INC. C/O MORGAN STANLEY ASSET MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 --------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS --------------------- To our Stockholders: Notice is hereby given that the Annual Meeting of Stockholders of The Turkish Investment Fund, Inc. will be held on Monday, June 26, 1995, at 1:00 P.M. (New York time), in Conference Room 2, at 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020, for the following purposes: 1. To elect three Class I directors for a term of one year, three Class II directors for a term of two years and three Class III directors for a term of three years. 2. To ratify or reject the selection by the Board of Directors of Price Waterhouse LLP as independent accountants for the year ending October 31, 1995. 3. To consider and act upon any other business that may properly come before the Meeting or any adjournment thereof. Only stockholders of record at the close of business on April 3, 1995 are entitled to notice of, and to vote at, this Meeting or any adjournment thereof. VALERIE Y. LEWIS Secretary Dated: May 30, 1995 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. 3 THE TURKISH INVESTMENT FUND, INC. C/O MORGAN STANLEY ASSET MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 ------------------------- PROXY STATEMENT ------------------------- This statement is furnished by the Board of Directors of The Turkish Investment Fund, Inc. (the "Fund") in connection with the solicitation of Proxies for use at the Annual Meeting of Stockholders to be held on Monday, June 26, 1995, at 1:00 P.M. (New York time), in Conference Room 2 at 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020, the principal executive office of Morgan Stanley Asset Management Inc. ("MSAM"). The purpose of the Meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders. If the accompanying form of Proxy is executed properly and returned, shares represented by it will be voted at the Meeting in accordance with the instructions on the Proxy. 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 at the Meeting. The close of business on April 3, 1995 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting. On that date, the Fund had 7,039,767 shares of Common Stock outstanding and entitled to vote. Each share will be entitled to one vote at the Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to stockholders on or about May 30, 1995. The shares represented by properly executed proxy cards will be voted as specified. It is intended that the shares represented by proxies on which no specification has been made will be voted FOR the election of the nominees for director named herein and FOR ratification of Price Waterhouse LLP as independent accountants for the year ending October 31, 1995. The Fund intends to treat properly executed proxies that are marked "abstain" as present for purposes of determining whether a quorum has been achieved at the Meeting. The expense of solicitation will be borne by the Fund and will include reimbursement to brokerage firms and others for expenses in forwarding proxy solicitation material to beneficial owners. The solicitation of Proxies will be largely by mail, but may include, without cost to the Fund, telephonic, telegraphic or oral communications by regular employees of MSAM. The solicitation of Proxies is also expected to include communications by employees of Shareholder Communications Corp., a proxy solicitation firm expected to be engaged by the Fund at a cost not expected to exceed $5,000, plus expenses. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE FISCAL YEAR ENDED OCTOBER 31, 1994, TO ANY STOCKHOLDER REQUESTING SUCH REPORT. REQUESTS SHOULD BE MADE IN WRITING TO THE TURKISH INVESTMENT FUND, INC., C/O MUTUAL FUNDS SERVICE COMPANY, P.O. BOX 2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726. Mutual Funds Service Company is an affiliate of the Fund's administrator, United States Trust Company of New York, and provides administrative services to the Fund. United States Trust Company of New York's business address is 770 Broadway, New York, New York 10003. Mutual Funds Service Company's business address is 73 Tremont Street, Boston, Massachusetts 02108. The Board of Directors of the Fund recommends that the stockholders vote in favor of each of the matters mentioned in items 1 and 2 of the Notice of Annual Meeting. 4 ELECTION OF DIRECTORS (PROPOSAL NO. 1) At the Meeting, three Class I directors will be elected to hold office for a term of one year, three Class II directors will be elected to hold office for a term of two years and three Class III directors will be elected to hold office for a term of three years and, in each case, until their successors are duly elected and qualified. It is the intention of the persons named in the accompanying form of Proxy to vote, on behalf of the stockholders, for the election of Peter J. Chase, David B. Gill and Warren J. Olsen as Class I directors, John W. Croghan, Graham E. Jones and Frederick B. Whittemore as Class II directors and Barton M. Biggs, John A. Levin and William G. Morton, Jr. as Class III directors. The Board of Directors has unanimously approved increasing the number of directors from seven to nine, effective as of the commencement of the Meeting, and has recommended that stockholders vote for the election of each of the nominees for director. On or about the same date as the Meeting, each of the other closed-end U.S. registered investment companies advised by MSAM also is holding a meeting of stockholders at which, among other things, such stockholders are considering a proposal to elect as directors of such other investment companies (with certain limited exceptions) the same people nominated to be directors of the Fund (except Morgan Stanley India Investment Fund, Inc.). Accordingly, if elected, the nominees for directors of the Fund also will act as directors of The Brazilian Investment Fund, Inc., The Latin American Discovery Fund, Inc., The Malaysia Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan Asia-Pacific Fund, Inc., Morgan Stanley Emerging Markets Fund, Inc., Morgan Stanley Emerging Markets Debt Fund, Inc., Morgan Stanley Global Opportunity Bond Fund, Inc., The Morgan Stanley High Yield Fund, Inc., The Pakistan Investment Fund, Inc., and The Thai Fund, Inc. (collectively, with the Fund, the "MSAM closed-end funds"). The Board of Directors believes that this arrangement will enhance the ability of the directors to deal expeditiously with administrative matters common to the MSAM closed-end funds, such as evaluating the performance of common service providers, including MSAM and the administrators, transfer agents, custodians and accountants of the MSAM closed-end funds. In connection with the proposed new board arrangements, the Board of Directors has determined that it would be appropriate to reduce the level of fees payable by the Fund to its directors. The Fund currently pays each of its directors who is not a director, officer or employee of MSAM an annual fee of $5,000 plus $500 for each meeting of the Board of Directors or a committee thereof attended, plus certain out-of-pocket expenses, with the Chairman of the Board of Directors receiving $6,000 annually plus $600 for each meeting attended. The Fund also pays the Audit Committee Chairman an annual fee of $1,000 plus $100 for each meeting of the Audit Committee attended. The fees paid to the Chairman of the Audit Committee are in addition to the fees the Chairman of the Audit Committee receives for serving as a director. Aggregate fees and expenses paid or payable to the Board of Directors for the fiscal year ended October 31, 1994 were $101,959. Effective immediately following the Meeting, each of the directors of the Fund who is not a director, officer or employee of MSAM will receive from the Fund an annual fee of $3,000 per year, plus out-of-pocket expenses. Each of the members of the Fund's Audit Committee, which will consist of the Fund's directors who are not "interested persons" of the Fund as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), will receive an additional annual fee of $500 for serving on such committee. After giving effect to the reduction in the level of fees payable by the Fund to its directors, the Fund will pay, on an annual basis, aggregate fees of $21,000 (including fees payable to members of the Audit Committee), assuming each of the six nominees named herein who is not a director, officer or employee of MSAM is elected at the Meeting. At the fee level in effect prior to the Meeting, the Fund 2 5 would pay, on an annual basis, aggregate fees of $49,200 for the same six nominees, assuming each such nominee attended four Board meetings and two Audit Committee meetings. The level of fees payable by the Fund to its directors will be reviewed by the Board of Directors annually. Each of the directors who is not an "affiliated person", within the meaning of the Investment Company Act of 1940 (the "1940 Act"), of MSAM may enter into a deferred arrangement (the "Fee Arrangement") with the Fund, pursuant to which such director defers to a later date the receipt of his director's fees. The deferred fees owed by the 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 in cash upon such director's resignation from the Board of Directors 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 the 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 the liquidation, dissolution or winding up of the Fund or the distribution of all or substantially all of the Fund's assets and property to its stockholders (other than in connection with a reorganization or merger into another Fund advised by MSAM), 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. Currently, only Mr. Schafer and Mr. Whittemore have elected to enter the Fee Arrangement with the Fund. So that each of the nominees named herein could be nominated for election, it was necessary for Zafer Z. Basek, Gerard E. Jones, Frederick O. Robertshaw and Oscar Straus Schafer to resign from, or not seek re-election to, the Board of Directors. The Fund and the remaining members of the Board of Directors would like to express their sincerest appreciation to such directors for their dedication and service to the Fund. The Fund's By-Laws provide that the Board of Directors is divided into three classes. Each director holds office until (i) the expiration of his term and until his successor shall be elected and qualified, (ii) his death, (iii) he has resigned, (iv) December 31 of the year in which he shall have reached seventy-three years of age or (v) he has been removed as provided by statute or the Articles of Incorporation of the Fund. All of the current directors have been members of the Board of Directors since the Fund's initial public offering. The Board of Directors 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 upon the Fund's financial operations. The members of the Audit Committee are Messrs. Schafer, Robertshaw, Gerard Jones and Graham Jones, none of whom is an "interested person" (as 3 6 defined in the 1940 Act). After the Meeting, the Audit Committee will continue to consist of the directors of the Fund who are not "interested persons." The Audit Committee met twice during the period from November 1, 1993 to October 31, 1994. The Audit Committee also met on December 14, 1994 to ratify and approve the Fund's 1994 annual report to stockholders. At the present time, the Board of Directors has no compensation or nominating committees, or other committee performing similar functions. There were four meetings of the Fund's Board of Directors held during the fiscal year ended October 31, 1994, and each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of Committees thereof on which that Director served. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected. The Board of Directors 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, Proxies will be voted for such persons as the Board of Directors may recommend. Certain information regarding each of the nominees for election as a director of the Fund and the executive officers of the Fund is set forth below. COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT - - --------------------------------------------- -------------------------------- ---- ------------- ------------ -------- Barton M. Biggs* Nominee Chairman and Director of Morgan 62 0 -- 0 1221 Avenue of the Americas Stanley Asset Management Inc. New York, NY 10020 and Morgan Stanley Asset Man- agement Limited; Managing Di- rector of Morgan Stanley & Co. Incorporated; Director of Mor- gan Stanley Group Inc.; Member of the International Advisory Council of The Thailand Fund; Director and officer of various investment companies managed by Morgan Stanley Asset Management Inc. Peter J. Chase Nominee Chairman of CGL, Inc.; 62 0 -- 0 821-C San Mateo Principal, Statements; Santa Fe, NM 87505 Director of Morgan Stanley Asia-Pacific Fund, Inc., The Malaysia Fund, Inc. and The Thai Fund, Inc.; Member of the International Advisory Council of The Thailand Fund; Consult- ant, NGV Systems, Inc.; Previ- ously Chairman of CJS, Inc. and Principal of Sidney A. Staunton, Inc. and the Yankee Group. John W. Croghan Nominee Chairman of Lincoln Capital Man- 64 0 -- 0 200 South Wacker Drive agement Company; Director of Chicago, IL 60606 St. Paul Bancorp, Inc., Lindsay Manufacturing Co., Morgan Stanley Asia-Pacific Fund, Inc. and Morgan Stanley Emerging Markets Fund, Inc.; Previously, Director of Blockbuster Entertainment Corporation. 4 7 COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT - - --------------------------------------------- -------------------------------- ---- ------------- ------------ -------- David B. Gill Nominee Director of The Thai Fund, Inc., 68 0 -- 0 3042 Cambridge Place, N.W. The Latin American Discovery Washington, D.C. 20007 Fund, Inc. and the Mauritius Fund Limited; Member of the International Advisory Committee of Banco Surinvest S.A.; Member of the International Advisory Council of The Thailand Fund; International Adviser to Crown Agents for Overseas Govern- ments and Administrators; Mem- ber of the Capital Markets Committee of the Inter-Ameri- can Investment Corporation; Member of the Advisory Counsel of Korea Development Invest- ment Corporation; Chairman and Director of Norinvest Bank; Member of The International Advisory Council of Investment Management Company Chile S.A.; Previously, Director of Cap- ital Markets Department of the International Financial Corporation; Trustee, Batterymarch Finance Management; Chairman and Director, Equity Fund of Latin America S.A., Commonwealth Equity Fund Limited; and Director, Global Securities, Inc. Graham E. Jones Director and Senior Vice President of BGK 62 1,568 -- **** 23 Chestnut Street Nominee Properties, Inc.; Trustee of Boston, MA 02108 nine funds managed by Weiss, Peck & Greer; Trustee of eight funds managed by Morgan Grenfell Capital Management Incorporated; Director of The Malaysia Fund, Inc., The Thai Fund, Inc. and The Pakistan Investment Fund, Inc.; Member of the International Advisory Council of The Thailand Fund; Previously, Chief Financial Officer of Practice Management Systems, Inc. John A. Levin* Nominee President of John A. Levin & 56 0 -- 0 One Rockefeller Plaza Co., Inc.; Director of Morgan New York, NY 10020 Stanley Emerging Markets Debt Fund, Inc., Morgan Stanley India Investment Fund, Inc. and The Pakistan Investment Fund, Inc. William G. Morton, Jr. Nominee Chairman and Chief Executive Of- 58 0 -- 0 1 Boston Place ficer of Boston Stock Boston, MA 02108 Exchange; Director of Tandy Corporation; Director of The Malaysia Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan Stanley Emerging Markets Debt Fund, Inc. and Morgan Stanley Global Opportunity Bond Fund, Inc. 5 8 COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT - - --------------------------------------------- -------------------------------- ---- ------------- ------------ -------- Warren J. Olsen* Director, Presi- Principal of Morgan Stanley 38 2,034 -- **** 1221 Avenue of the dent and Asset Management Inc. and Americas Nominee*** Director and Officer of New York, NY 10020 various investment companies managed by Morgan Stanley Asset Management Inc. Previously associated with Sullivan & Cromwell. Frederick B. Whittemore* Director, Chair- Advisory Director of Morgan 64 0 255 **** 1251 Avenue of the Americas man of the Stanley & Co. Incorporated; New York, NY 10020 Board and Chairman of the United States Nominee National Committee for Pacific Economic Cooperation; and Director and Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Previously Managing Director of Morgan Stanley & Co. Incorporated. James W. Grisham Vice Presi- Principal of Morgan Stanley 53 200 N/A **** 1221 Avenue of the dent*** Asset Management Inc.; and Americas (since 1992) Officer of various investment New York, NY 10020 companies managed by Morgan Stanley Asset Management Inc. Harold J. Schaaff, Jr. Vice Presi- Principal of Morgan Stanley & 34 202 N/A **** 1221 Avenue of the dent*** Co.; General Counsel and Americas (since 1992) Secretary of Morgan Stanley New York, NY 10020 Asset Management Inc.; and Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Previously associated with Sullivan & Cromwell. Joseph P. Stadler Vice Presi- Vice President of Morgan Stanley 40 0 N/A 0 1221 Avenue of the dent*** Asset Management Inc. and Of- Americas (since 1994) ficer of various investment New York, NY 10020 companies managed by Morgan Stanley Asset Management Inc. Previously associated with Price Waterhouse. Valerie Y. Lewis Secretary*** Vice President of Morgan Stanley 39 0 N/A 0 1221 Avenue of the (since 1990) Asset Management Inc. and Of- Americas ficer of various investment New York, NY 10020 companies managed by Morgan Stanley Asset Management Inc. Formerly employed by Citicorp. Hilary D. Toole Assistant Associated with Morgan Stanley 31 0 N/A 0 1221 Avenue of the Secretary*** Asset Management Inc. and Of- Americas (since 1994) ficer of various investment New York, NY 10020 companies managed by Morgan Stanley Asset Management Inc. Formerly with Womble, Carlyle, Sandridge & Rice, and Rebow, MacMurray, Hewitt, Maynard & Kristol. 6 9 COMMON STOCK SHARE BENEFICIALLY EQUIVALENTS OWNED AS OF OWNED UNDER POSITION WITH PRINCIPAL OCCUPATIONS APRIL 3, DEFERRED FEE NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENT+ PERCENT - - --------------------------------------------- -------------------------------- ---- ------------- ------------ -------- James R. Rooney Treasurer*** Assistant Vice President and 36 0 N/A 0 73 Tremont Street (since 1994) Manager of Fund Boston, MA 02108 Administration, Mutual Funds Service Company and Officer of various investment companies managed by Morgan Stanley Asset Management Inc. Previously Assistant Vice President and Manager of Fund Compliance and Control, Scudder, Stevens & Clark, Inc.; Audit Manager, Ernst & Young. ------------- ------------ -------- All Nominees and Executive Officers as a Group................................ 5,504 255 **** ============ ============= ======= - - --------------- * "Interested person" within the meaning of the Investment Company Act of 1940. Mr. Biggs is a director and officer of MSAM. Mr. Whittemore is an Advisory Director of Morgan Stanley & Co. Incorporated, an affiliate of MSAM, and he is the owner of a beneficial interest in MSAM. Mr. Olsen is an officer of MSAM. Mr. Levin is an officer of John A. Levin & Co., Inc., a registered broker-dealer. ** This information has been furnished by each nominee and executive officer. *** Each officer of the Fund will hold such office until a successor has been elected by the Board of Directors. **** Less than 1%. + Indicates share equivalents owned by directors and held in cash accounts by the Fund on their behalf in connection with the Fee Arrangement. Each officer of the Fund will hold such office until a successor has been duly elected and qualified. The following table sets forth the aggregate compensation paid or payable during the fiscal year ended December 31, 1994, by the Fund to each director, information as to pension and retirement benefits from the Fund and the total compensation paid during the fiscal year ending October 31, 1994, to each director for service on the Board of Directors of the Fund and of other funds which hold themselves out as related to the Fund for investor or customer services or for which MSAM, MSAL or an affiliated person thereof acts as the investment adviser (collectively, the "Fund Complex"). PENSION OR RETIREMENT NUMBER OF BENEFITS ESTIMATED TOTAL FUNDS IN AGGREGATE ACCRUED AS ANNUAL COMPENSATION FUND COMPLEX COMPENSATION PART OF BENEFITS FROM THE FOR WHICH FROM FUND UPON FUND AND DIRECTOR NAME OF DIRECTOR THE FUND* EXPENSES RETIREMENT FUND COMPLEX SERVES - - ---------------------------------------- ------------ ------------ ------------ ------------ Frederick B. Whittemore**... $8,950 None None $ 57,400 5 Warren J. Olsen**........... $ 0 None None $ 0 15*** Zafer Z. Basak.............. $7,100 None None $ 7,100 1 Gerard E. Jones............. $7,600 None None $ 85,584 9 Graham E. Jones............. $7,000 None None $ 37,700 4 Frederick O. Robertshaw..... $7,600 None None $ 30,581 4 Oscar Straus Schafer........ $8,100 None None $ 21,950 2 Yildirim Akturk............. $3,000 None None $ 3,000 1**** - - --------------- * None of the directors deferred any compensation during the fiscal year ended December 31, 1994. ** "Interested person" within the meaning of the Investment Company Act of 1940. *** During 1994, Mr. Olsen resigned as a director from one of the funds in the Fund Complex and thus he currently serves as a director to fourteen funds in the Fund Complex. **** Mr. Akturk's term as a director of the Fund expired in June 1994 and he is no longer a director of any fund in the Fund Complex. 7 10 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Fund's officers and directors, and persons who own more than ten percent of a registered class of the Fund's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange, Inc. The Fund believes that its officers and directors complied with all applicable filing requirements for the fiscal year ended October 31, 1994. The candidates for directors receiving the greatest number of votes at a meeting at which a quorum is present will be elected. Under the Fund's By-Laws, 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. 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 THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 1. SELECTION OF INDEPENDENT ACCOUNTANTS (PROPOSAL NO. 2) A majority of the directors who are not interested persons of the Fund has selected Price Waterhouse LLP as independent accountants for the Fund for the year ending October 31, 1995. The ratification of the selection of independent accountants is to be voted upon at the Meeting, and it is intended that the persons named in the accompanying Proxy will vote for Price Waterhouse LLP. Although it is not expected that a representative of Price Waterhouse LLP will attend the Meeting, a representative will be available by telephone to respond to shareholder questions, if any. The Board of Directors' policy regarding engaging independent accountants' services is that management may engage the Fund's principal independent accountants to perform any services normally provided by independent accounting firms, provided that such services meet any and all of the independence requirements of the American Institute of Certified Public Accountants and the Securities and Exchange Commission. In accordance with this policy, the Audit Committee reviews and approves all services provided by the independent accountants prior to their being rendered. The Board of Directors also receives a report from its Audit Committee relating to all services after they have been performed by the Fund's independent accountants. The ratification of the selection of independent accountants requires the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. 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 THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2. 8 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The only beneficial owners known to the Fund of more than 5% of the outstanding shares of Common Stock of the Fund are the following: COMMON STOCK BENEFICIALLY OWNED NAME AND ADDRESS AS OF APRIL 3, 1995 PERCENT - - ---------------------------------------------------- --------------------- ------- United Nations Joint Staff Pension Fund 650,000* 9.24% United Nations New York, NY 10017 Fiduciary Trust Company International 650,000* 9.24% Two World Trade Center New York, NY 10048 *Shared voting and dispositive power with respect to all shares. OTHER MATTERS No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of stockholders arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy will vote thereon according to their best judgment in the interests of the Fund. STOCKHOLDER PROPOSALS A stockholder's proposal intended to be presented at the Fund's Annual Meeting of Stockholders in 1996 must be received by the Fund on or before January 31, 1996 in order to be included in the Fund's proxy statement and form of proxy relating to that meeting. ADDRESSES OF INVESTMENT ADVISERS The principal office of MSAM is 1221 Avenue of the Americas, New York, New York 10020. The principal office of MSAL is 25 Cabot Square, Canary Wharf, London E14 4QA England. VALERIE Y. LEWIS Secretary Dated: May 30, 1995 STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 9 12 PROXY THE TURKISH INVESTMENT FUND, INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints WARREN J. OLSEN, HAROLD J. SCHAAFF, JR., and VALERIE Y. LEWIS as Proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and vote, as designated below, all stock of the above Company held of record by the undersigned on April 3, 1995 at the Annual Meeting of Stockholders to be held on June 26, 1995, and at any adjournment thereof. This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR Proposals Nos. 1 and 2. Please sign exactly as your name appears below. When shares are held by joint tenants, both should sign. NEW ADDRESS ------------------------------- ------------------------------------------ ------------------------------------------ When signing as attorney, executor, administrator, trustee or guardian, please sign full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated_________________________________,1995 ------------------------------------------ Signature ------------------------------------------ Signature PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 13 1. Election of the following nominees as Directors: FOR all nominees / / WITHHELD from / / all nominees Class I Nominees: Peter J. Chase, David B. Gill and Warren J. Olsen Class II Nominees: John W. Croghan, Graham E. Jones and Frederick B. Whittemore Class III Nominees: Barton M. Biggs, John A. Levin and William G. Morton, Jr. FOR, except vote withheld from the following nominee(s) ------------------------------------------------------- 2. Ratification of the selection of Price Waterhouse LLP as FOR / / AGAINST / / ABSTAIN / / independent accountants. 3. In the discretion of such proxies, upon any and all other FOR / / AGAINST / / ABSTAIN / / business as may properly come before the meeting or any adjournment thereof. CHECK HERE FOR CHANGE OF ADDRESS AND NOTE ON REVERSE SIDE ------