<PAGE> 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:
<TABLE>
<S> <C>
/ / 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
</TABLE>
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:
----------------------------------------------------------------------
<PAGE> 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.
<PAGE> 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.
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<TABLE>
<CAPTION>
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
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
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
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
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
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
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
- - --------------------------------------------- -------------------------------- ---- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
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 ****
============ ============= =======
</TABLE>
- - ---------------
* "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").
<TABLE>
<CAPTION>
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
- - ---------------------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
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****
</TABLE>
- - ---------------
* 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
NAME AND ADDRESS AS OF APRIL 3, 1995 PERCENT
- - ---------------------------------------------------- --------------------- -------
<S> <C> <C>
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
</TABLE>
*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
<PAGE> 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.
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
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
------
</TABLE>
