MORGAN STANLEY EMERGING MARKETS FUND INC, DEF 14A, 1998-05-18

MORGAN STANLEY EMERGING MARKETS FUND INC
DEF 14A, 1998-05-18

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<PAGE> 1

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 EMERGING MARKETS FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its 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)(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

MORGAN STANLEY EMERGING MARKETS 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 Morgan
Stanley Emerging Markets Fund, Inc. (the "Fund") will be held on Wednesday, June
24, 1998 at 11:45 a.m. (New York time), in Conference Room 3 at 1221 Avenue of
the Americas, 22nd Floor, New York, New York 10020, for the following purposes:

1. To elect Michael F. Klein as a Class I Director for the term of the
Class I Directors and to elect 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 of the Fund for the fiscal year
ending December 31, 1998.

3. To consider and act upon any other business as may properly come before
the Meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 15, 1998 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.

VALERIE Y. LEWIS
Secretary

Dated: May 15, 1998

IF YOU DO NOT 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

MORGAN STANLEY EMERGING MARKETS 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 Morgan Stanley
Emerging Markets Fund, Inc. (the "Fund") in connection with the solicitation of
Proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held
on Wednesday, June 24, 1998 at 11:45 a.m. (New York time), in Conference Room 3
at the principal executive office of Morgan Stanley Asset Management Inc.
(hereinafter "MSAM" or the "Manager"), 1221 Avenue of the Americas, 22nd Floor,
New York, New York 10020. 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 15, 1998. 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. If no instructions are specified, shares will be voted FOR the
election of the nominees for Directors and FOR ratification of Price Waterhouse
LLP as independent accountants of the Fund for the fiscal year ending December
31, 1998. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting at the Meeting.

The Board has fixed the close of business on April 15, 1998 as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Meeting and at any adjournment thereof. On that date, the Fund had
22,824,344 shares of Common Stock outstanding and entitled to vote. Each share
will be entitled to one vote 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 materials 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 the Manager. The
solicitation of Proxies is also expected to include communications by employees
of Shareholder Communications Corporation, 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 ITS
FISCAL YEAR ENDED DECEMBER 31, 1997, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO MORGAN STANLEY
EMERGING MARKETS FUND, INC., C/O CHASE GLOBAL FUNDS SERVICES COMPANY, P.O. BOX
2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726.

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

THE BOARD 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, one Class I Director will be elected to hold office for the
remaining term of the Class I Directors and until his or her successor is duly
elected and qualified, and three Class III Directors will be elected to hold
office for a term of three years and 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 Michael F.
Klein as a Class I Director and for Barton M. Biggs, John A. Levin and William
G. Morton, Jr. as Class III Directors.

Pursuant to the 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. Class I currently consists of Peter J.
Chase, David B. Gill and Michael F. Klein. Class II currently consists of John
W. Croghan and Graham E. Jones. Class III currently consists of Barton M. Biggs,
John A. Levin and William G. Morton, Jr. Only the Directors in Class III and
Michael F. Klein as a Class I Director are being considered for election at this
Meeting.

Pursuant to the Fund's By-Laws, each Director holds office until (i) the
expiration of his term and until his successor has been elected and qualified,
(ii) his death, (iii) his resignation, (iv) December 31 of the year in which he
reaches seventy-three years of age, or (v) his removal as provided by statute or
the Articles of Incorporation.

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 on the
Fund's financial operations. The members of the Audit Committee are currently
Peter J. Chase, David B. Gill and Graham E. Jones, none of whom is an
"interested person," as defined under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Chairman of the Audit Committee is Mr. Jones.
After the Meeting, the Audit Committee will continue to consist of those
Directors of the Fund mentioned above who are not "interested persons." The
Audit Committee met two times during the fiscal year ended December 31, 1997.
The Board of Directors does not have nominating or compensation committees or
other committees performing similar functions.

There were five meetings of the Board of Directors held during the fiscal
year ended December 31, 1997. For the fiscal year ended December 31, 1997, 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.

Each of the nominees for Director has consented to be named in this Proxy
Statement and to serve as a director of the Fund 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.

2
<PAGE> 5

Certain information regarding the Directors and officers of the Fund is set
forth below:

<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
POSITION OWNED AS OF OWNED UNDER
WITH THE PRINCIPAL OCCUPATIONS AND APRIL 15, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH FUND OTHER AFFILIATIONS 1998** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------- ------------------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Barton M. Biggs*................ Director and Chairman, Director and Managing 10,000 -- ***
1221 Avenue of the Americas Chairman of Director of Morgan Stanley Asset
New York, New York 10020 the Board Management Inc. and Chairman and
11/26/32 since 1993 Director of Morgan Stanley Asset
Management Limited; Managing
Director of Morgan Stanley & Co.
Incorporated; Member of the Yale
Development Board; Director and
Chairman of the Board of various
U.S. registered investment
companies managed by Morgan
Stanley Asset Management Inc.
Michael F. Klein*............... Director and Principal of Morgan Stanley & -- -- ***
1221 Avenue of the Americas President Co. Incorporated and Morgan
New York, New York 10020 since 1997 Stanley Asset Management Inc.
12/12/58 and previously a Vice President
thereof; Director and President
of various investment companies
managed by Morgan Stanley Asset
Management Inc.; Previously
practiced law with the New York
law firm of Rogers & Wells.
Peter J. Chase.................. Director Chairman and Chief Financial 634 -- ***
1441 Paseo De Peralta since 1995 Officer, High Mesa Technologies,
Santa Fe, New Mexico 87501 Inc.; Chairman of CGL, Inc.;
10/12/32 Principal/Owner, Statements;
Director of various U.S.
registered investment companies
managed by Morgan Stanley Asset
Management Inc.
John W. Croghan................. Director President of Lincoln Partners, a 70,000 1,606.3120 ***
200 South Wacker Drive since 1991 partnership of Lincoln Capital
Chicago, Illinois 60606 Management Company; Director of
6/8/30 St. Paul Bancorp, Inc. and
Lindsay Manufacturing Co.;
Director of various U.S.
registered investment companies
managed by Morgan Stanley Asset
Management Inc.; Previously
Director of Blockbuster
Entertainment Corporation.
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
POSITION OWNED AS OF OWNED UNDER
WITH THE PRINCIPAL OCCUPATIONS AND APRIL 15, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH FUND OTHER AFFILIATIONS 1998** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------- ------------------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
David B. Gill................... Director Director of various U.S. 1,092 713.9706 ***
26210 Ingleton Circle since 1991 registered investment companies
Easton, Maryland 21601 managed by Morgan Stanley Asset
7/6/26 Management Inc.; Director of the
Mauritius Fund Limited; Director
of Moneda Chile Fund Limited;
Director of First NIS Regional
Fund SIAC; Director of
Commonwealth Africa Investment
Fund Ltd.; Chairman of the
Advisory Board of Advent Latin
American Private Equity Fund;
Chairman and Director of
Norinvest Bank; Director of
Surinvest International Limited;
Director of National Registry
Company; Director of South Asia
Regional Fund Ltd.; Previously
Director of Capital Markets
Department of the International
Finance Corporation; Trustee,
Batterymarch Finance Management;
Chairman and Director of Equity
Fund of Latin America S.A.;
Director of Commonwealth Equity
Fund Limited; and Director of
Global Securities, Inc.
Graham E. Jones................. Director Senior Vice President of BGK 500 376.1092 ***
330 Garfield Street since 1995 Properties; Trustee of ten
Suite 200 investment companies managed by
Santa Fe, New Mexico 87501 Weiss, Peck & Greer; Trustee of
1/31/33 various investment companies
managed by Morgan Grenfell
Capital Management Incorporated;
Director of various U.S.
registered investment companies
managed by Morgan Stanley Asset
Management Inc.; Previously
Chief Financial Officer of
Practice Management Systems,
Inc.
John A. Levin................... Director Chairman and Chief Executive 4,000 755.6297 ***
One Rockefeller Plaza since 1995 Officer of John A. Levin & Co.,
New York, New York 10020 Inc.; Director of various U.S.
8/20/38 registered investment companies
managed by Morgan Stanley Asset
Management Inc.; Director,
President and Chief Executive
Officer of Baker Fentress &
Company
</TABLE>

4
<PAGE> 7

<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
POSITION OWNED AS OF OWNED UNDER
WITH THE PRINCIPAL OCCUPATIONS AND APRIL 15, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH FUND OTHER AFFILIATIONS 1998** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- -------- ------------------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
William G. Morton, Jr........... Director Chairman and Chief Executive 200 -- ***
One Boston Place since 1995 Officer of Boston Stock
Boston, Massachusetts 02108 Exchange; Director of Tandy
3/13/37 Corporation; Director of various
U.S. registered investment
companies managed by Morgan
Stanley Asset Management Inc.
Harold J. Schaaff, Jr.*......... Vice Principal of Morgan Stanley & -- -- ***
1221 Avenue of the Americas President Co. Incorporated and Morgan
New York, New York 10020 since 1991 Stanley Asset Management Inc.;
6/10/60 General Counsel and Secretary of
Morgan Stanley Asset Management
Inc.; Officer of various
investment companies managed by
Morgan Stanley Asset Management
Inc.
Joseph P. Stadler*.............. Vice Principal of Morgan Stanley & -- -- ***
1221 Avenue of the Americas President Co. Incorporated and Morgan
New York, New York 10020 since 1991 Stanley Asset Management Inc.;
6/7/54 Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.;
Previously with Price Waterhouse
LLP.
Stefanie V. Chang*.............. Vice Vice President of Morgan Stanley -- -- ***
1221 Avenue of the Americas President & Co. Incorporated and Morgan
New York, New York 10020 since 1997 Stanley Asset Management Inc.;
11/30/66 Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.;
Previously practiced law with
the New York law firm of Rogers
& Wells.
Valerie Y. Lewis*............... Secretary Vice President of Morgan Stanley -- -- ***
1221 Avenue of the Americas since 1991 & Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
3/26/56 Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.;
Previously with Citicorp.
Joanna Haigney.................. Treasurer Assistant Vice President and -- -- ***
73 Tremont Street since 1997 Manager of Fund Administration,
Boston, Massachusetts 02108 Chase Global Funds Services
10/10/66 Company; Officer of various
investment companies managed by
Morgan Stanley Asset Management
Inc.; Previously with Coopers &
Lybrand LLP.
</TABLE>

5
<PAGE> 8

- ---------------
* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is
chairman, director and managing director of the Manager, and Messrs. Klein,
Schaaff and Stadler and Ms. Chang and Ms. Lewis are officers of the Manager.
** This information has been furnished by each nominee, director and officer.
*** Less than 1%.
+ Indicates share equivalents owned by the Directors and held in cash accounts
by the Fund on behalf of the Directors in connection with the deferred fee
arrangements described below.

Each officer of the Fund will hold such office until a successor has been
duly elected and qualified.

The Fund pays each of its Directors who is not a director, officer or
employee of MSAM or its affiliates, in addition to certain out-of-pocket
expenses, an annual fee of $6,393. Each of the members of the Fund's Audit
Committee, which consists of the Fund's Directors who are not "interested
persons" of the Fund as defined in the 1940 Act, will receive an additional fee
of $1,154 for serving on such committee. Aggregate fees and expenses paid or
payable to the Board of Directors for the fiscal year ended December 31, 1997
were approximately $39,994.

Each of the Directors who is not an "affiliated person" of MSAM within the
meaning of the 1940 Act 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 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 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

6
<PAGE> 9

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, Messrs. Croghan and Levin are the only Directors who have
entered into the Fee Arrangement with the Fund.

Set forth below is a table showing the aggregate compensation paid by the
Fund to each of its Directors, as well as the total compensation paid to each
Director of the Fund by the Fund and by other U.S. registered investment
companies advised by MSAM or its affiliates (collectively, the "Fund Complex")
for their services as Directors of such investment companies for the fiscal year
ended December 31, 1997.

<TABLE>
<CAPTION>
PENSION OR TOTAL NUMBER OF
RETIREMENT COMPENSATION FUNDS IN
AGGREGATE BENEFITS ACCRUED FROM FUND AND FUND COMPLEX
COMPENSATION AS PART OF THE FUND COMPLEX PAID FOR WHICH
NAME OF DIRECTORS FROM FUND(2)(3) FUND'S EXPENSES TO DIRECTORS(2)(4) DIRECTOR SERVES(5)
- ------------------------------- --------------- ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Barton M. Biggs(1)............. $ 0 None $ 0 18
Michael F. Klein(1)............ 0 None 0 18
Peter J. Chase................. 6,849 None 72,207 13
John W. Croghan................ 6,490 None 76,959 13
David B. Gill.................. 6,864 None 76,868 13
Graham E. Jones................ 6,857 None 72,703 13
John A. Levin.................. 6,473 None 96,084 14
William G. Morton, Jr.......... 6,461 None 68,543 13
Warren J. Olsen(1)(6).......... 0 None 0 17
Frederick B.
Whittemore(1)(7)............. 0 None 0 17
</TABLE>

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

(1) "Interested persons" of the Fund within the meaning of the 1940 Act.
(2) The amounts reflected in this table include amounts payable by the Fund and
the Fund Complex for services rendered during the fiscal year ended December
31, 1997, regardless of whether such amounts were actually received by the
Directors during such fiscal year.
(3) Mr. Croghan earned $6,490, Mr. Gill earned $14, Mr. Jones earned $8 and Mr.
Levin earned $6,473 in deferred compensation from the Fund, pursuant to the
deferred fee arrangements described above, including any capital gains or
losses or interest associated therewith, during the fiscal year ended
December 31, 1997. Such amounts are included in these Directors' respective
aggregate compensation from the Fund reported in this table.
(4) Mr. Croghan earned $76,959, Mr. Gill earned $21,239, Mr. Jones earned $496
and Mr. Levin earned $86,084 in deferred compensation from the Fund and the
Fund Complex, pursuant to the deferred fee arrangements described above,
including any capital gains or losses or interest associated therewith,
during the fiscal year ended December 31, 1997. Such amounts are included in
these Directors' respective compensations from the Fund and the Fund Complex
reported in this table.
(5) Indicates the total number of boards of directors of investment companies in
the Fund Complex, including the Fund, on which the Director served at any
time during the fiscal year ended December 31, 1997.
(6) Mr. Olsen resigned as President and Director of the Fund effective June 30,
1997.
(7) Mr. Whittemore resigned as a Director of the Fund effective March 14, 1997.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers and directors, and persons who own
more than ten percent of a registered class of the Fund's

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<PAGE> 10

equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission (the "Commission") and the New York Stock
Exchange, Inc. The Manager assumes responsibility for filing such reports for
the Fund's officers and directors and inadvertently failed to file such reports
on a timely basis for Belinda Brady, Stefanie V. Chang and Joseph P. Stadler.

The election of Messrs. Klein, Biggs, Levin and Morton requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. 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" THE
ELECTION OF THE NOMINEES AS DIRECTORS.

SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)

The Board of Directors of the Fund, including a majority of the Directors
who are not "interested persons" of the Fund as defined in the 1940 Act, has
selected Price Waterhouse LLP as independent accountants for the Fund for the
fiscal year ending December 31, 1998. The ratification of the selection of
independent accountants is to be voted on at the Meeting, and it is intended
that the persons named in the accompanying Proxy will vote for Price Waterhouse
LLP. Price Waterhouse LLP acts as the independent accountants for certain of the
other investment companies advised by MSAM. 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 stockholder questions, if any.

The Board's 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 that 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

To the knowledge of the Fund's management, the following persons owned
beneficially more than 5% of the Fund's outstanding shares at April 15, 1998:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------------- ----------------
<S> <C> <C>
Morgan Stanley Dean Witter & Co......................... 922,057 shares with 6.42%
1585 Broadway shared voting power
New York, New York 10036 and shared
dispositive power;
543,174 shares with
shared dispositive
power but no voting
power(1)
President and Fellows of 1,217,500 shares 5.3%
Harvard College....................................... with sole voting
c/o Harvard Management Company, Inc. power and sole
600 Atlantic Avenue dispositive power(2)
Boston, MA 02210
</TABLE>

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

(1) Based on a Schedule 13G filed with the Commission on February 17, 1998.
(2) Based on a Schedule 13G filed with the Commission on February 13, 1998.

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 FOR 1999 ANNUAL MEETING

A stockholders' proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1999 must be received by the Fund on or before
January 15, 1999, in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.

VALERIE Y. LEWIS
Secretary

Dated: May 15, 1998

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

MORGAN STANLEY EMERGING MARKETS FUND, INC.
C/O MORGAN STANLEY ASSET 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 MICHAEL F. KLEIN, VALERIE Y.
LEWIS, HAROLD J. SCHAAFF, JR. and STEFANIE V. CHANG, 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 Company held of record by
the undersigned on April 15, 1998 at the Annual Meeting of Stockholders to be
held on June 24, 1998, 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 Proxy Statement dated May 15, 1998.

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

-- FOLD AND DETACH HERE --

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

FOR WITHHELD
1. Election of the following nominees as Directors: [ ] [ ]

Class I Nominee:
Michael F. Klein

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

____________________________________________
For all nominees except as noted above

FOR AGAINST ABSTAIN
2. Ratification of the selection of Price Waterhouse [ ] [ ] [ ]
LLP as independent accountants.

3. In the discretion of such proxies, upon any and all other business as may
properly come before the Meeting or 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 THE ELECTION OF THE NOMINEES AND IN FAVOR OF PROPOSAL NO. 2.

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

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

SIGNATURE(S) _______________________________________ DATE _______________, 1998
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.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
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