SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MORGAN STANLEY EASTERN EUROPE 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):
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(4) Proposed maximum aggregate value of transaction:
-------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by the
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
--------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------
(3) Filing Party:
------------------------------------------------------
(4) Date Filed:
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MORGAN STANLEY EASTERN EUROPE FUND, INC.
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
MORGAN STANLEY EMERGING MARKETS FUND, INC.
MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC.
MORGAN STANLEY HIGH YIELD FUND, INC.
MORGAN STANLEY INDIA INVESTMENT FUND, INC.
THE LATIN AMERICAN DISCOVERY FUND, INC.
THE MALAYSIA FUND, INC.
THE THAI FUND, INC.
THE TURKISH INVESTMENT FUND, INC.
c/o Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020
-------------------
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
-------------------
To Our Stockholders:
Notice is hereby given that the Annual Meetings of Stockholders of each
of the Funds listed above (each a "Fund" and collectively, the "Funds") will be
held on Thursday, June 6, 2002, at the offices of Morgan Stanley Investment
Management Inc., 1221 Avenue of the Americas, 5th Floor, New York, New York
10020:
Conference Room 4
The Thai Fund, Inc. ("TTF") .................................... 8:30 a.m.
The Malaysia Fund, Inc. ("MF") ................................. 8:45 a.m.
Morgan Stanley High Yield Fund, Inc. ("MSY") ................... 9:00 a.m.
Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB") ...... 9:15 a.m.
Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD") ........ 9:30 a.m.
Conference Room 3
Morgan Stanley Eastern Europe Fund, Inc. ("RNE") ............... 8:30 a.m.
The Turkish Investment Fund, Inc. ("TKF") ...................... 8:45 a.m.
Morgan Stanley Emerging Markets Fund, Inc. ("MSF") ............. 9:00 a.m.
The Latin American Discovery Fund, Inc. ("LDF") ................ 9:15 a.m.
Morgan Stanley India Investment Fund, Inc. ("IIF") ............. 9:30 a.m.
The Meetings are being held for the following purpose:
1. To elect Directors of the Funds.
Only stockholders of record of a particular Fund at the close of
business on April 8, 2002, 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 1, 2002
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 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
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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 6, 2002, at the principal executive office of the investment
adviser for each Fund, Morgan Stanley Investment Management Inc. (hereinafter
"Morgan Stanley Investment Management" or the "Manager"), 1221 Avenue of the
Americas, 5th Floor, New York, New York 10020. It is expected that the Notice of
Special Meeting, Joint Proxy Statement and Proxy Card(s) will first be mailed to
stockholders on or about May 1, 2002. 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.
The Board has fixed the close of business on April 8, 2002 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 ........................... 10,789,005 shares
MF ............................ 9,738,015 shares
MSD ........................... 22,046,681 shares
MSF ........................... 18,710,084 shares
MGB ........................... 4,190,803 shares
RNE ........................... 3,746,408 shares
MSY ........................... 11,668,740 shares
IIF ........................... 19,038,804 shares
TTF ........................... 13,269,578 shares
TKF ........................... 6,004,906 shares
The expense of solicitation will be borne by the Funds and will
include reimbursement to brokerage firms and others for reasonable expenses in
forwarding proxy solicitation materials to beneficial owners. The solicitation
of Proxy Cards will be largely by mail, but may include, without cost to the
Funds, telephonic, telegraphic or oral communications by regular employees of
the Manager. The solicitation of Proxy Cards is also expected to include
communications by employees of Georgeson Shareholder Communications Inc., a
proxy solicitation firm expected to be engaged by the Funds to solicit Proxy
Cards by mail or by telephonic, telegraphic or oral communications at a cost not
expected to exceed $4,000 per Fund, plus out-of-pocket expenses.
Each Fund will furnish, without charge, a copy of its annual report
for its fiscal year ended December 31, 2001 (October 31, 2001 for TKF), to any
stockholder of such Fund requesting such reports. Requests for annual and/or
semi-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. is an affiliate of the Funds'
administrator, JPMorgan Chase Bank ("JPMorgan Chase"), and provides
administrative services to the Funds. The business address of JPMorgan Chase and
J.P. Morgan Investor Services Co. is 73 Tremont Street, Boston, Massachusetts
02108.
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 the
proposed election of Directors is approved by stockholders of one Fund and
disapproved by stockholders of other Funds, the proposal will be implemented for
the Fund that approved the proposal and will not be implemented for any Fund
that did not approve the proposal. Thus, it is essential that stockholders
complete, date, sign and return each enclosed Proxy Card.
THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE IN FAVOR OF THE MATTER MENTIONED IN THE NOTICE OF ANNUAL
MEETINGS.
2
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, Michael Nugent, Joseph J. Kearns and Fergus
Reid as Class I Directors for a term expiring in 2005, for all
of the Funds except for IIF, and
(ii) Clifford D'Souza, Barton M. Biggs and Gaetan Bouic as Class II
Directors for a term expiring in 2005 and Nilesh Joshi as a
Class III Director for a term expiring in 2003, for IIF.
Pursuant to each Fund's By-Laws, the terms of office of the
Directors are staggered. The Board of Directors is divided into three classes,
designated Class I, Class II and Class III, with each class having a term of
three years. Each year the term of one class expires. With respect to all Funds
other than IIF, Class I currently consists of Ronald E. Robison, Michael Nugent,
Joseph J. Kearns and Fergus Reid. Class II currently consists of John D. Barrett
II, Vincent R. McLean and C. Oscar Morong, Jr. Class III currently consists of
Barton M. Biggs, Gerard E. Jones, Thomas P. Gerrity and William G. Morton, Jr.
Only the Directors in Class I are being considered for election at this Meeting
with respect to all Funds other than IIF. With respect to IIF, Class I currently
consists of Ronald E. Robison, John S.Y. Chu and Fergus Reid. Class II currently
consists of Gaetan Bouic, Clifford D'Souza and Barton M. Biggs. Class III
currently consists of Nilesh Joshi, Gerard E. Jones and Marie Joseph Raymond La
Musse. Only the Directors in Class II and Mr. Joshi are being considered for
election at this Meeting.
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-two years of age, or (v) his removal as provided by
statute or the Fund's Articles of Incorporation. Each officer of the Fund will
hold such office until his or her death or resignation or 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 has
adopted a formal, written Audit Committee Charter. The Audit Committees of the
Funds met three times during the fiscal year ended December 31, 2001 (October
31, 2001 for TKF).
The members of the Audit Committee of each Fund other than IIF are
John D. Barrett II, Joseph J. Kearns, Gerard E. Jones, Vincent R. McLean and C.
Oscar Morong, Jr. The members of IIF's Audit Committee are John S.Y. Chu, Fergus
Reid, Gaetan Bouic, Gerard E. Jones and Marie Joseph Raymond La Musse. None of
the members of the Funds' Audit Committees is an "interested person," as defined
under the Investment Company Act of 1940, as amended (the "1940 Act"), of the
Funds (with such Directors being "Independent Directors"), and each of whom is
"independent" from the Funds under the listing standards of the New York Stock
Exchange, Inc. Joseph J. Kearns is the Chairman of each Audit Committee other
than for IIF. Gerard E. Jones is the Chairman of IIF's Audit Committee.
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 Independent Directors. Each Fund has adopted a formal, written
Nominating and Compensation Committee Charter. The members of the Nominating and
Compensation Committee of each Fund other than IIF are Thomas P. Gerrity,
William G. Morton, Jr., Michael Nugent and Fergus Reid, each of whom is an
Independent Director. The members of IIF's Nominating and Compensation Committee
are Fergus Reid, Gerard E. Jones, John S.Y. Chu, Marie Joseph Raymond La Musse
and Gaetan Bouic, each of whom is an Independent Director. The Chairman of each
Nominating and Compensation Committee is Mr. Reid. Each Nominating and
Compensation Committee met one time during the fiscal year ending December 31,
2001 (October 31, 2001 for TKF).
At a meeting on June 14, 2001, the Board of Directors of each Fund,
including a majority of the Independent Directors, approved the continuation of
the Investment Advisory and Management Agreement between each Fund and the
Manager for a one-year period.
3
There were five meetings of the Boards of Directors of the Funds
held during the fiscal year ended December 31, 2001 (October 31, 2001 for TKF).
For the 2001 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 that were held during the time such Director was a member of the
Board except for Barton M. Biggs.
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 of the Funds is
set forth below:
Position with Number of Portfolios
Principal Occupations During Past Five in Fund Complex
Name, Address and Age the Funds Years and Other Directorships Overseen by Director
- --------------------------------- ---------------------------- -------------------------------------------- --------------------
Interested Directors
- ---------------------------------
Barton M. Biggs*(1)+........... Class III Director and Chairman, Director and Managing Director 78
1221 Avenue of the Americas Chairman of the Board since: of Morgan Stanley Investment Management
New York, New York 10020 LDF: 1992 and Chairman and Director of Morgan
(69) MF: 1995 Stanley Investment Management Limited;
MSD: 1993 Managing Director of Morgan Stanley & Co.
MSF: 1993 Incorporated; Member of the Yale
MGB: 1995 Development Board; Director or Trustee and
RNE: 1996 Chairman of the Board of various U.S.
MSY: 1995 registered investment companies managed by
IIF: 1994 Morgan Stanley Investment Management.
TTF: 1995
TKF: 1995
Ronald E. Robison*+............ Class I Director of all Funds Chief Global Operations Officer and 78
1221 Avenue of the Americas since 2001 Managing Director of Morgan Stanley
New York, New York 10020 Investment Management; Managing Director
(63) of Morgan Stanley & Co. Incorporated;
President and Chief Executive Officer of
Morgan Stanley Trust; Director or Trustee
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
and Managing Director of Trust Company of
the West.
Clifford D'Souza*+............. Class II Director of IIF only Executive Director of Morgan Stanley 1
Morgan Stanley since 2001 Investment Management Inc.
Forbes Building - Fifth Floor
Charanjit Rai Marg, Fort
Mumbai, India
(39)
Nilesh Joshi*+................. Class III Director of IIF only Vice President of Morgan Stanley 1
Morgan Stanley since 2001 Investment Management Private Ltd.;
Forbes Building - Fifth Floor Formerly, Associate Vice President and
Charanjit Rai Marg, Company Secretary of Kotak Mahindra Group
Fort Mumbai, India (investment management).
(39)
* "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, D'Souza and Joshi are officers of the Manager or its
affiliates.
(1) With regard to IIF, Mr. Biggs is currently a Class II Director.
+ Nominee for election as a Director of one or more Funds at the Meetings.
4
Number of Portfolios
Position with Principal Occupations During Past in Fund Complex
Name, Address and Age the Funds Five Years and Other Directorships Overseen by Director
- --------------------------------- ---------------------------- -------------------------------------------- --------------------
Interested Directors
- ---------------------------------
John D. Barrett II ............ Class II Director of all Funds Chairman and Director of Barrett 77
Barrett Associates, Inc. (except IIF) since 2000 Associates, Inc. (investment counseling);
565 Fifth Avenue Director of the Ashforth Company (real
New York, New York 10017 estate); Chairman, and formerly Director,
(66) of the Barrett Growth Fund; Limited
Partner, Barrett Growth Partners, LP;
Limited Partner, Long Meadow Holdings,
LP; Director or Trustee of various U.S.
registered investment companies managed
by Morgan Stanley Investment Management.
Gaetan Bouic+.................. Class II Director of IIF only Finance Director of UBP Limited Group 1
Coast Road since 2001 (building materials); Chairman of the
Poste Lafayette, Mauritius Listing Committee of the Stock Exchange of
(66) Mauritius; Chairman of Mauritius Venture
Capital Fund Ltd.; Formerly, President of
the Joint Economic Council and Chairman of
the Stock Exchange of Mauritius.
John S.Y. Chu+................. Class I Director of IIF only Finance director of the ABC Group of 1
Orchard Towers since 1996 Companies (conglomerate); Formerly,
Quatre Bornes, Mauritius Managing Director of Crown Eagle
(64) Investments Ltd.
Thomas P. Gerrity.............. Class III Director of all Funds Professor of Management, and formerly 77
219 Grays Lane (except IIF) since 2001 Dean, of Wharton School of Business,
Haverford, PA 19041 University of Pennsylvania; Director of
(60) Sunoco (oil refining), Fannie Mae
(mortgage finance), Reliance Group
Holdings (insurance), CVS Corporation
(retail pharmacy), Internet Capital Group
and Knight-Ridder, Inc. (newspapers);
Director or Trustee of various U.S.
registered investment companies managed by
Morgan Stanley Investment Management;
Formerly, Director of IKON Office
Solutions, Inc. (office equipment), Fiserv
(financial services), Investor Force
Holdings, Inc. (institutional investment
information services), Digital Equipment
Corporation (computer equipment), ICG
Commerce, Inc. (internet commerce), and
Union Carbide Corporation (chemicals).
Gerard E. Jones................ Class III Director of all Funds Of Counsel, Shipman & Goodwin, LLP (law 78
Shipman & Goodwin, LLP (except IIF) since 2000; Class firm); Director of Tractor Supply Company,
43 Arch Street III Director of IIF since 1995 Tiffany Foundation, Fairfield County
Greenwich, Connecticut 06830 Foundation; Director or Trustee of various
(65) U.S. registered investment companies
managed by Morgan Stanley Investment
Management.
5
Number of Portfolios
Position with Principal Occupations During Past in Fund Complex
Name, Address and Age the Funds Five Years and Other Directorships Overseen by Director
- --------------------------------- ---------------------------- -------------------------------------------- --------------------
Interested Directors
- ---------------------------------
Joseph J. Kearns+.............. Class I Director of all Funds Investment consultant; Director of Electro 77
23852 Pacific Coast Highway (except IIF) since 2001 Rent Corporation (equipment leasing) and
Malibu, California 90625 The Ford Family Foundation; Formerly,
(59) Chief Financial Officer of The J. Paul
Getty Trust; Director or Trustee of
various U.S. registered investment
companies managed by Morgan Stanley
Investment Management.
Marie Joseph Raymond La Musse.. Class III Director of IIF only Director of The India Media, Internet and 1
Le Belvedere since 2001 Communications Fund Ltd., Southern Cross
Rue La Hausse de la Louviere Hotel Ltd., Jean Vaulbert de Chantily Ltd.
Floreal, Mauritius (consumer goods) and Grandville Ltee
(69) (property holding company); Formerly,
Partner of Lamusse Sek Sum (accounting)
Vincent R. McLean.............. Class II Director of all Funds Director of Legal and General America, 77
702 Shackamaxon Dr. (except IIF) since 2001 Inc. (insurance), Banner Life Insurance
Westfield, NJ 07090 Co. and William Penn Life Insurance
(70) Company of New York; Director or Trustee
of various U.S. registered Investment
companies managed by Morgan Stanley
Investment Management; Formerly,
Executive Vice President, Chief Financial
Officer, Director and Member of the
Executive Committee of Sperry Corporation
(now part of UNISYS Corporation)
(computers).
C. Oscar Morong, Jr............ Class II Director of all Funds Managing Director of Morong Capital 77
1385 Outlook Drive West (except IIF) since 2001 Management; Trustee and Chairman of the
Mountainside, NJ 07092 mutual funds in the Smith Barney CitiFunds
(66) fund complex; Director or Trustee of
various U.S. registered investment
companies managed by Morgan Stanley
Investment Management; Formerly, Senior
Vice President and Investment Manager for
CREF, TIAA-CREF Investment Management,
Inc.; Director of the Indonesia Fund, the
Landmark Funds and Ministers and
Missionaries Benefit Board of American
Baptist Churches.
William G. Morton, Jr.......... Class III Director since: Chairman Emeritus and former Chief 77
100 Franklin Street LDF: 1995 Executive Officer of Boston Stock
Boston, Massachusetts 02110 MF: 1994 Exchange; Director of RadioShack
(64) MSD: 1993 Corporation (electronics); Director or
MSF: 1995 Trustee of various U.S. registered
MGB: 1994 investment companies managed by Morgan
RNE: 1996 Stanley Investment Management.
MSY: 1995
TTF: 1995
TKF: 1995
6
Number of Portfolios
Position with Principal Occupations During Past in Fund Complex
Name, Address and Age the Funds Five Years and Other Directorships Overseen by Director
- --------------------------------- ---------------------------- -------------------------------------------- --------------------
Interested Directors
- ---------------------------------
Michael Nugent+ ............... Class I Director of all Funds General Partner of Triumph Capital, L.P., 206
c/o Triumph Capital, L.P. (except IIF) since 2001 a private investment partnership; Chairman
237 Park Avenue of the Insurance Committee and Director or
New York, New York 10017 Trustee of various U.S. registered
(65) investment companies managed by Morgan
Stanley Investment Advisors Inc.; Director
or Trustee of various U.S. registered
investment companies managed by Morgan
Stanley Investment Management; Director of
various business organizations; Formerly,
Vice President of Bankers Trust Company
and BT Capital Corporation.
Fergus Reid+ .................. Class I Director of all Funds Chairman and Chief Executive Officer of 78
85 Charles Colman Boulevard (except IIF) since 2000; Class I Lumelite Plastics Corporation; Trustee and
Pawling, New York 12564 Director of IIF since 1995 Director of approximately 30 investment
(69) companies in the J.P. Morgan Funds complex
managed by J.P. Morgan Investment
Management Inc.; Director of various U.S.
registered investment companies managed by
Morgan Stanley Investment Management.
- -------------
+ Nominee for election as a Director of one or more Funds at the Meetings.
Certain information regarding the officers of the Funds is set forth
below:
Position with the
Name, Address and Age Funds Principal Occupations During Past Five Years
- --------------------- ----- --------------------------------------------
Ronald E. Robison*..................... President of all Chief Global Operations Officer and Managing Director of
1221 Avenue of the Americas Funds since 2001 Morgan Stanley Investment Management; Managing Director of
New York, New York 10020 Morgan Stanley & Co. Incorporated; President and Chief
(63) Executive Officer of Morgan Stanley Trust; Director or
Trustee and President of various U.S. registered investment
companies managed by Morgan Stanley Investment Management;
Formerly, Managing Director and Chief Operating Officer of
TCW Investment Management Company and Managing Director of
Trust Company of the West.
Stefanie V. Chang*....................... Vice President of Executive Director of Morgan Stanley & Co. Incorporated and
1221 Avenue of the Americas all Funds since Morgan Stanley Investment Management; Officer of various
New York, New York 10020 1997 U.S. registered investment companies managed by Morgan
(35) Stanley Investment Management; Previously practiced law with
the New York law firm of Rogers & Wells.
Lorraine Truten*......................... Vice President of Executive Director of Morgan Stanley Investment Management;
1221 Avenue of the Americas all Funds since President of Morgan Stanley Distribution, Inc.; Officer of
New York, New York 10020 2001 various U.S. registered investment companies
(40) managed by Morgan Stanley Investment Management.
Mary E. Mullin*.......................... Secretary of all Vice President of Morgan Stanley & Co. Incorporated and
1221 Avenue of the Americas Funds since 1999 Morgan Stanley Investment Management; Officer of various U.S.
New York, New York 10020 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.
7
Position with the
Name, Address and Age Funds Principal Occupations During Past Five Years
- --------------------- ----- --------------------------------------------
James W. Garrett*........................ Treasurer of all Vice President of Morgan Stanley & Co. Incorporated and
1221 Avenue of the Americas Funds since 2002 Morgan Stanley Investment Management; Officer of various
New York, NY 10020 U.S. registered investment companies managed by Morgan
(33) Stanley Investment Management; Previously with Price
Waterhouse LLP.
Belinda Brady............................ Assistant Senior Manager, Fund Administration, J.P. Morgan Investor
73 Tremont Street Treasurer of all Services Co.; Officer of various U.S. registered investment
Boston, Massachusetts 02108 Funds since 2002 companies managed by Morgan Stanley Investment Management;
(34) Previously with Price Waterhouse LLP.
- ----------------
* "Interested person" of the Funds within the meaning of the 1940 Act. Mr.
Robison and Mr. Garrett and Ms. Chang, Ms. Truten and Ms. Mullin are
officers of the Manager.
Based on information furnished by each Independent Director as of April 25,
2002, neither any Independent Director nor any immediate family member of any
Independent Director owned any securities of the Manager or its affiliates as of
such date.
The following table sets forth information regarding the dollar ranges of
beneficial ownership of shares in each Fund owned by the Directors of the Funds
and each nominee for election as a Director, as of April 25, 2002. This
information has been furnished by each Director, officer, and nominee. The
dollar values in the following table are based upon the market price of the
relevant Fund's shares as of April 25, 2002.
Name LDF MF MSD MSF MGB RNE MSY IIF TTF
- ---- --- -- --- --- --- --- --- --- ---
Biggs $1-10,000 $1-10,000 $1-10,000 $1-10,000 $1-10,000 $1-10,000 $1-10,000 $1-10,000 $1-10,000
Robison None None None None None None None None None
Barrett $1-10,000 None None None None $1-10,000 $1-10,000 None None
Bouic None None None None None None None None None
Chu None None None None None None None None None
D'Souza None None None None None None None None None
Gerrity None None None None None None None None None
Jones None None None None None None $10,001-50,000$10,001-50,000 None
Joshi None None None None None None None None None
Kearns None None None None None None None None None
La Musse None None None None None None None None None
McLean None None None None None None None None None
Morong None None None None None None None None None
Morton $1-10,000 $1-10,000 $1-10,000 $10,001-50,000$1-10,000 $10,001-50,000$1-10,000 None $1-10,000
Aggregate Dollar
Range of Equity
Securities in All
Funds Overseen or to
be Overseen in
Family of Investment
Name TKF Companies
- ---- --- ---------
Biggs $1-10,000 Over $100,000
Robison None None
Barrett None Over $100,000
Bouic None None
Chu None None
D'Souza None None
Gerrity None $10,001-50,000
Jones None Over $100,000
Joshi None None
Kearns None $10,001-50,000
La Musse None None
McLean None $1-10,000
Morong None None
Morton $1-10,000 Over $100,000
8
Name LDF MF MSD MSF MGB RNE MSY IIF TTF
- ---- --- -- --- --- --- --- --- --- ---
Nugent None None None None None None None None None
Reid None None None $1-10,000 None None None None None
Aggregate Dollar
Range of Equity
Securities in All
Funds Overseen or to
be Overseen in
Family of Investment
Name TKF Companies
- ---- --- ---------
Nugent None $10,001-50,000
Reid None Over $100,000
9
Effective as of October 11, 2001, Morgan Stanley Institutional Fund
Trust and the U.S. registered investment companies advised by Morgan Stanley
Investment Management, including the Funds (collectively, the "Fund Group") pays
each Independent Director (except for those Independent Directors of IIF who
reside in India or Mauritius), of any fund within the Fund Group an annual
retainer fee of $75,000, for service on all Boards of Directors of the Fund
Group and pays the following additional amounts to these Directors for
performing certain services for all of the funds in the Fund Group: $5,000
annually for performing the duties of Chairman of the Audit Committee, $5,000
annually for performing the duties of Chairman of the Nominating and
Compensation Committee, $2,500 for each in-person Board meeting attended and
$1,000 for each telephonic Board meeting attended. The retainer fee to be paid
to each Director each year is allocated among the funds in the Fund Group in
proportion to each fund's respective average net assets during the year. In lieu
of the foregoing, with respect to those Independent Directors of IIF only who
reside in India or Mauritius, IIF pays such Directors (i) an annual fee for
service on the Board of Directors and on any Board committees of the Fund, an
amount equal to $7,500; and (ii) a fee of $750 for each meeting of the Board
that such Director attends in person.
Each Independent Director may enter into a deferred fee arrangement
(the "Fee Arrangement") with the Fund, pursuant to which such Director may defer
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 by the Fund in cash upon such
Director's resignation from the Board of Directors of the Fund in a lump sum or
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 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 Morgan Stanley 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 in 2001 for each fund
within the Fund Complex. 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 in 2001 for
each fund within the Fund Complex, regardless of whether such amounts were
actually received by the Directors during such fiscal year.
10
Name
Of
Directors LDF MF MSD MSF MGB RNE MSY IIF TTF TKF
- --------- --- -- --- --- --- --- --- --- --- ---
Interested Directors
- --------------------
Biggs(1) -- -- -- -- -- -- -- -- -- --
Robison(1) -- -- -- -- -- -- -- -- -- --
D'Souza(1) -- -- -- -- -- -- -- -- -- --
Joshi(1) -- -- -- -- -- -- -- -- -- --
Independent Directors
- ---------------------
Barrett $518 $173 $698 $859 $143 $247 $412 -- $163 $204
Bouic -- -- -- -- -- -- -- $11,250 -- --
Chu -- -- -- -- -- -- -- 11,250 -- --
Gerrity(3) 72 26 104 106 19 34 55 -- 26 16
Jones 517 172 697 858 143 245 411 955 162 203
Kearns(3) 76 28 120 110 20 36 58 -- 27 17
La Musse -- -- -- -- -- -- -- 11,250 -- --
McLean(3) 72 26 104 106 19 34 55 -- 26 16
Morong(3) 72 26 104 106 19 34 55 -- 26 16
Morton 518 173 698 859 143 247 412 -- 163 204
Nugent 79 28 114 116 21 37 60 -- 28 18
Reid(3) 521 175 703 864 144 248 414 961 164 205
Total
Compensation
from Funds
and Fund
Name Complex
Of Paid to
Directors Directors(2)(3)
- --------- ---------------
Interested Directors
- --------------------
Biggs(1) --
Robison(1) --
D'Souza(1) --
Joshi(1) --
Independent Directors
- ---------------------
Barrett $78,186
Bouic 11,250
Chu 11,250
Gerrity 69,712
Jones 78,186
Kearns(3) 70,835
La Musse 11,250
McLean(3) 69,712
Morong(3) 69,712
Morton 78,186
Nugent 228,362
Reid(3) 81,115
- -------------
(1) "Interested person" of the Fund within the meaning of the 1940 Act.
(2) Amounts shown in this column also include amounts received by each Director
for service on the Boards of several other funds affiliated with the Funds
which are part of the Fund Complex.
(3) Amounts shown in this table include certain amounts deferred by Messrs.
Gerrity, Kearns, McLean, Morong and Reid, in each case pursuant to the Fee
Arrangement described above. For the amounts deferred by Messrs. Gerrity,
Kearns, McLean, Morong and Reid, please refer to the table on page 10 of
this joint proxy statement
The following table sets forth information regarding amounts
deferred by certain Directors of their aggregate compensation from the Funds and
the Fund Complex, in each case pursuant to the Fee Arrangement described above.
Name LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Total
- ---- --- -- --- --- --- --- --- --- --- --- -----
Deferred
--------
Compensation
------------
from Funds
----------
and Fund
--------
Complex
-------
Gerrity -- -- -- -- -- -- -- -- -- -- $60,922
Kearns $17 $6 $34 $23 $4 $8 $13 -- $6 $4 58,820
McLean 17 6 24 24 4 8 13 -- 6 4 62,948
Morong 17 6 24 24 4 8 13 -- 6 4 62,948
Reid -- -- -- -- -- -- -- $961 -- -- 75,098
11
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.
12
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 25,
2002:
Name and Address Amount and Nature
Fund of Beneficial Owner of Beneficial Ownership Percent of Class
- --------------- --------------------------------------------- ------------------------------------------------- -----------------
LDF Yale University 1,351,500 shares with sole voting power and sole 12.4%
Investments Office dispositive power (1)
230 Prospect Street
New Haven, Connecticut 06511-2107
President and Fellows of Harvard College 574,401 shares with sole voting power and sole 5.0%
c/o Harvard Management Company, Inc. dispositive power (2)
600 Atlantic Avenue
Boston, Massachusetts 02210
Lazard Freres & Co. LLC 1,589,500 shares with sole voting power and sole 18.6%
30 Rockefeller Plaza dispositive power (3)
New York, New York 10020
MF President and Fellows of Harvard College 1,006,851 shares with sole voting power and sole 10.3%
c/o Harvard Management Company, Inc. dispositive power (4)
600 Atlantic Avenue
Boston, Massachusetts 02210
MSF Morgan Stanley & Co. Incorporated 504,154 shares with shared voting power and 5.18%
1585 Broadway shared dispositive power; 607,166 shares with
New York, New York 10036 shared dispositive power but no voting power (5)
Yale University 1,425,200 shares with sole voting and sole 7.5%
Investments Office dispositive power (1)
230 Prospect Street
New Haven, Connecticut 06511-2107
Lazard Freres & Co. LLC 2,182,000 shares with sole and sole dispositive 9.6%
30 Rockefeller Plaza power (3)
New York, New York 10020
President and Fellows of Harvard College 1,090,401 shares with sole voting power and sole 5.8%
c/o Harvard Management Company, Inc. dispositive power (6)
600 Atlantic Avenue
Boston, Massachusetts 02210
RNE Morgan Stanley & Co. Incorporated 9,730 shares with shared voting power and shared 7.58%
1585 Broadway dispositive power; 287,828 shares with shared
New York, New York 10036 dispositive power but no voting power (7)
Morgan Stanley & Co. International Limited 199,692 shares with shared dispositive power (7) 5.26%
25 Cabot Square
Canary Wharf
London E14 4QA
England
City of London Investment Group PLC 303,100 shares with sole voting power and sole 7.92%
10 Eastcheap dispositive power (8)
London EC3M ILX
England
President and Fellows of Harvard College 850,901 shares with sole voting power and sole 22.2%
c/o Harvard Management Company, Inc. dispositive power (9)
600 Atlantic Avenue
Boston, Massachusetts 02210
13
Name and Address Amount and Nature
Fund of Beneficial Owner of Beneficial Ownership Percent of Class
- --------------- --------------------------------------------- ------------------------------------------------- -----------------
TKF United Nations Joint Staff Pension Fund 650,000 shares with shared voting power and 9.23%
United Nations, New York 10017 shared dispositive power (10)
Fiduciary Trust Company International 650,000 shares with shared voting power and 9.23%
Rockefeller Center shared dispositive power (10)
600 Fifth Avenue
New York, New York 10020
Kuwait Investment Authority 900,000 shares with sole voting power and sole 12.77%
P.O. Box 38346 dispositive power (10)
Dahieh Abdullah Al Salem
Kuwait City, Kuwait 72254
City of London Investment Group PLC 990,100 shares with sole voting power and sole 16.27%
10 Eastcheap dispositive power (8)
London EC3M ILX
England
IIF President and Fellows of Harvard College 1,899,296 shares with sole voting power and sole 9.7%
c/o Harvard Management Company, Inc. dispositive power (6)
600 Atlantic Avenue
Boston, Massachusetts 02210
- ------------
(1) Based on a Schedule 13G / A filed with the Commission on January 3, 2002.
(2) Based on a Schedule 13G filed with the Commission on February 14, 2002.
(3) Based on a Schedule 13G / A filed with the Commission on February 15, 2002.
(4) Based on a Schedule 13G / A filed with the Commission on January 10, 2002.
(5) Based on a Schedule 13G / A filed with the Commission on February 5, 1999.
(6) Based on a Schedule 13G / A filed with the Commission on February 14, 2002.
(7) Based on a Schedule 13G / A filed with the Commission on February 6, 2002.
(8) Based on a Schedule 13G filed with the Commission on February 12, 2002.
(9) Based on a Schedule 13G / A filed with the Commission on November 7, 2001.
(10) Based on a Schedule 13G / A filed with the Commission on February 3, 1997.
(11) Based on a Schedule 13G filed with the Commission on November 2, 1992.
14
AUDIT COMMITTEE REPORTS AND AUDITOR FEES
Report of the Audit Committee (all Funds except IIF)
At a meeting held on February 14, 2002, the Board of Directors of
each Fund, including a majority of the Directors who are not "interested
persons," as defined under the 1940 Act, of the Fund acting on the
recommendation of the Audit Committee of the Fund, selected Ernst & Young LLP to
act as independent accountants for each Fund for the fiscal year ending December
31, 2002 (October 31, 2002 for TKF). The Audit Committee has received the
written disclosures and the letter from Ernst & Young LLP required by
Independence Standards Board No. 1 and has 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.
Each Fund's financial statements for the fiscal year ended December
31, 2001 (October 31, 2001 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 recommended to the
Board of Directors that the audited financial statements for the fiscal year
ended December 31, 2001 (October 31, 2001 for TKF) be included in the Fund's
most recent annual report.
Joseph J. Kearns, Chairman of the Audit Committee
Gerard E. Jones, Member of the Audit Committee
John D. Barrett II, Member of the Audit Committee
C. Oscar Morong, Jr., Member of the Audit Committee
Vincent R. McLean, Member of the Audit Committee
Report of the Audit Committee of IIF only
At a meeting held on February 13, 2002, the Board of Directors of
the Fund, including a majority of the Directors who are not "interested
persons," as defined under the 1940 Act, of the Fund acting on the
recommendation of the Audit Committee of the Fund, selected Ernst & Young LLP to
act as independent accountants for the Fund for the fiscal year ending December
31, 2002. The Audit Committee has received the written disclosures and the
letter from Ernst & Young LLP required by Independence Standards Board No. 1 and
has discussed with Ernst & Young LLP their independence with respect to the
Fund. The Fund knows of no direct financial or material indirect financial
interest of Ernst & Young LLP in the Fund.
The Fund's financial statements for the fiscal year ended December
31, 2001 were audited by Ernst & Young LLP. The Audit Committee of the Fund has
reviewed and discussed the audited financial statements of the Fund with
management of the Fund. The Audit Committee of the Fund has further discussed
with Ernst & Young LLP the matters required to be discussed by Statement on
Auditing Standards No. 61. Based on the foregoing review and discussions, the
Audit Committee of the Fund recommended to the Board of Directors that the
audited financial statements for the fiscal year ended December 31, 2001 be
included in the Fund's most recent annual report.
Gerard E. Jones, Chairman of the Audit Committee
John S.Y. Chu, Member of the Audit Committee
Gaetan Bouic, Member of the Audit Committee
Marie Joseph Raymond La Musse, Member of the Audit Committee
Fergus Reid, Member of the Audit Committee
Audit Fees
The aggregate fees paid to Ernst & Young LLP in connection with the
annual audit of the Fund's financial statements for the fiscal year ended
December 31, 2001 (October 31, 2001 for TKF) is set forth below:
TTF $35,000
MF $35,000
MSY $45,000
IIF $100,000
15
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
There were no professional services rendered by Ernst & Young LLP to
any Fund, the Manager or affiliated entities that provide services to any Fund
for the fiscal year ended December 31, 2001 relating to financial information
systems design and implementation.
All Other Fees
The aggregate fees billed for professional services rendered by
Ernst & Young LLP for all other services provided to the Fund, the Manager and
to affiliated entities that provide services to any Fund for the fiscal year
ended December 31, 2001 amounted to $3.8 million, which figure includes (i)
audit-related fees of $100,000 for the issuance of a report under Statement on
Accounting Standards No. 70 titled "Reports on the Processing of Transactions by
Service Organizations" and (ii) all other fees of $3.7 million related to
services such as performance attestation, operational control reviews, business
interruption insurance recovery assistance, process improvement and
reengineering, tax consulting and educational seminars. The Audit Committee of
each Fund also reviewed information regarding other services provided to
affiliates of the Manager by Ernst & Young LLP and the fees received by Ernst &
Young LLP for those services. In addition, all other fees for services provided
to each Fund relating to the review of the Fund's tax returns is set forth
below:
TTF $2,600
MF $2,600
MSY $2,600
IIF $2,600
RNE $2,600
TKF $2,600
LDF $2,600
MSF $2,600
MSD $3,200
MGB $3,200
The Audit Committee of each Fund has considered whether the
provision of non-audit services and the provision of services to affiliates of
the Manager is compatible with maintaining the independence of Ernst & Young
LLP.
Certain Other Matters Concerning the Fund's 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, of each Fund acting on
the recommendation of the Audit Committee of each Fund, appointed Ernst & Young
LLP as independent accountants for each Fund, effective with the resignation of
PricewaterhouseCoopers LLP. The appointment of Ernst & Young as independent
accountants for the Fund was ratified by the stockholders of each Fund on August
1, 2000 at each Fund's reconvened annual meeting of stockholders. In connection
with its audits for 1998 and 1999 and through July 5, 2000, the date of
16
PricewaterhouseCoopers LLP's resignation as the independent accountant 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.
OTHER MATTERS
No matter 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 2003 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
December 19, 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 2003, without including
such proposal in the Fund's proxy statement, must deliver written notice thereof
to the Secretary of such Fund not before March 6, 2003 and not later than April
5, 2003, in the manner and form required by that Fund's By-Laws.
MARY E. MULLIN
Secretary
Dated: May 1, 2002
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.
17
PROXY CARD
MORGAN STANLEY EASTERN EUROPE FUND, INC.
C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints RONALD E. ROBISON,
STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
on the reverse side, all stock of the above Fund held of record by the
undersigned on April 8, 2002 at the Annual Meeting of Stockholders to be held on
June 6, 2002, 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 1,
2002.
(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 Nominees:
Ronald E. Robison
Joseph J. Kearns
Michael Nugent
Fergus Reid
------------------------------------------------
For all nominees except as written on line above
This Proxy Card when properly executed will be voted in the manner
directed herein by the undersigned stockholder, and in the discretion of such
proxies, upon any and all other matters as may properly come before the Meeting
or any adjournment thereof. If no direction is made, this Proxy Card will be
voted for the election of the nominees as Directors for the Fund set forth
above.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY
JOINT TENANTS, EACH JOINT TENANT MUST SIGN.
SIGNATURES(S)___________________________________
DATE _______________, 2002
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 [ ]