SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934
[ X ] Filed by the Registrant
[ ] 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 SS240.14a-11(c) or SS240.14a-12
Morgan Stanley Fund, Inc.
(Exact 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), 14a-6(i)(1), 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:(1)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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) Dated Filed:
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
MORGAN STANLEY FUND, INC.
P.O. Box 2798
Boston, Massachusetts 02208-2798
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
June 28, 1995
To Our Stockholders:
You are cordially invited to a Special Meeting of Stockholders of Morgan
Stanley Fund, Inc. (the "Fund") on June 28, 1995, at 2:00 p.m. (New York
Time), in Conference Room 3, at 1221 Avenue of the Americas, 22nd Floor, New
York, New York, 10020, for the purpose of considering the proposals set forth
below and for the transaction of such other business as may properly be
brought before the meeting or any adjournment thereof.
Proposal 1: To consider and act upon a proposal to elect a Board of
Directors (voted on by the stockholders of the Fund as a
whole); and
Proposal 2: To approve or disapprove the voting, in the discretion of the
person or persons named as proxy or proxies, on any other
matters that may properly come before the meeting and that are
deemed appropriate.
The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each stockholder is invited to attend the Special
Meeting of Stockholders in person. Only stockholders of record at the close
of business on May 10, 1995 are entitled to notice of, and to vote at, this
meeting or any adjournment thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS
SOON AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN
YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM
NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO
ITS USE.
VALERIE Y. LEWIS
Secretary
Dated: May 30, 1995
<PAGE>
MORGAN STANLEY FUND, INC.
P.O. Box 2798
Boston, Massachusetts 02208-2798
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
JUNE 28, 1995
This Proxy Statement is furnished by the Board of Directors of Morgan
Stanley Fund, Inc. (the "Fund") in connection with their solicitation of
Proxies for use at the Special Meeting of Stockholders of the Fund (the
"Meeting") to be held on Wednesday, June 28, 1995, at 2:00 p.m. (New York
Time), or any adjournment thereof, in Conference Room 3 at 1221 Avenue of the
Americas, 22nd Floor, New York, New York, 10020, the principal executive
office of Morgan Stanley Asset Management Inc. ("MSAM" or the Fund's
"Adviser"). The purpose of the Meeting and the matters to be acted upon are
set forth in the accompanying Notice of Special Meeting of Stockholders. It
is expected that the Notice of Special Meeting, the Proxy Statement and the
Proxy Card will be mailed to stockholders on or about May 30, 1995.
If the accompanying Proxy Card ("Proxy") is executed properly and
returned, shares represented by it will be voted at the Meeting in accordance
with the instructions on the Proxy. However, if no instructions are
specified, shares will be voted for the election of the Directors of the Fund
(the "Directors") (Proposal 1). Stockholders may revoke their Proxies 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 May 10, 1995 has been fixed 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 investment
funds of the Fund (each, an "Investment Fund") had shares of Common Stock
outstanding and entitled to vote as follows:
<TABLE>
<CAPTION>
Portfolio Shares
- - - ----------------------------------------------------------- ----------------
<S> <C>
Morgan Stanley American Value Fund
Class A ................................................. 1,391,475.223
Class C ................................................. 963,389.235
Morgan Stanley Asian Growth Fund
Class A ................................................. 10,738,932.232
Class C ................................................. 8,600,900.327
Morgan Stanley Emerging Markets Fund
Class A ................................................. 2,317,545.533
Class C ................................................. 1,815,497.923
Morgan Stanley Global Equity Allocation Fund
Class A ................................................. 3,373,026.682
Class C ................................................. 3,203,593.143
Morgan Stanley Global Fixed Income Fund
Class A ................................................. 1,034,521.143
Class C ................................................. 600,968.787
<PAGE>
Morgan Stanley Latin American Fund
Class A ................................................. 916,437.368
Class C ................................................. 429,942.276
Morgan Stanley Worldwide High Income Fund
Class A ................................................. 1,549,026.699
Class C ................................................. 897,908.873
</TABLE>
The Morgan Stanley European Equity Fund and the Morgan Stanley Growth and
Income Fund have not yet commenced operations and have no shares of Common
Stock outstanding as of the record date. The Morgan Stanley Money Market Fund
is not currently offering shares and has no shares of Common Stock
outstanding as of the record date. Each full share will be entitled to one
vote at the Special Meeting and each fraction of a share will be entitled to
the fraction of a vote equal to the proportion of a full share represented by
the fractional share.
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 the Adviser. 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
$25,000 plus expenses.
The Fund will furnish, without charge, a copy of its semi-annual report
for the period ended December 31, 1994 and its annual report for the fiscal
year ended June 30, 1994 to any stockholder requesting such report. Requests
for the annual report should be made in writing to Morgan Stanley Fund, Inc.,
c/o Mutual Funds Service Company, P.O. Box 2798, Boston, Massachusetts
02208-2798, or by calling 1-800-282-4404.
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.
If you do not expect to be present at the Meeting and wish your Shares to
be voted, please date and sign the enclosed proxy and mail it in the enclosed
reply envelope, allowing sufficient time for the card to be received on or
before 2:00 p.m. (New York Time) on June 28, 1995.
PROPOSAL 1:
ELECTION OF DIRECTORS
At the Meeting, it is proposed that nine Directors will be elected to hold
office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all proxies on behalf of the stockholders for the
election of Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew
McNally IV, Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O.
Robertshaw and Frederick B. Whittemore. Messrs. Whittemore, Jones, Olsen and
Robertshaw, who are currently members of the Board of Directors, were elected
by stockholders at a special meeting held on January 4, 1993. The five other
nominees, Messrs. Biggs, Barrett, McNally, Reeves and Reid, have not
2
<PAGE>
previously been elected by the stockholders and have not previously served on
the Board. John E. Eckelberry has announced his intention to resign from the
Board effective upon the election at the Meeting of the nominees named
herein.
On or about the same date of the Meeting, each of the other open-end funds
advised by the Fund's Adviser also is holding a meeting of stockholders at
which, among other things, stockholders of such funds are considering a
proposal to elect as Directors of such funds the same nominees nominated to
be Directors of the Fund. Accordingly, if elected, the nominees for Directors
of the Fund also will act as Directors of the Morgan Stanley Institutional
Fund, Inc. and the PCS Cash Fund, Inc. (collectively, with the Fund, the
"Open-end Fund Complex"). The Board of Directors believes that this
arrangement will enhance the ability of the Directors to deal expeditiously
with administrative matters common to the Fund and these other funds, such as
evaluating advisory services provided by the Adviser.
Because the corporation does not hold regular annual stockholder meetings,
each nominee, if elected, will hold office until his successor is elected and
qualified. Under Maryland General Corporation Law, a corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act") is not
required to hold an annual meeting in any year in which the election of
Directors is not required to be acted upon under such Act. The Fund has
availed itself of this provision and will achieve cost savings by eliminating
printing costs, mailing charges and other expenses involved in routine annual
meetings.
Even with the elimination of routine annual meetings, the Board of
Directors may call special meetings of stockholders for action by stockholder
vote as may be required by the 1940 Act, or required or permitted by the
Articles of Incorporation and By-Laws of the Fund. In compliance with the
1940 Act, stockholder meetings will be held to elect Directors whenever fewer
than a majority of the Directors holding office have been elected by the
stockholders or, if necessary in the case of filling vacancies, to assure
that at least two-thirds of the Directors holding office after vacancies are
filled have been elected by the stockholders. The Fund may hold stockholder
meetings to approve changes in investment policy, a new investment advisory
agreement or other matters requiring stockholder action under the 1940 Act.
A meeting may also be called by stockholders holding at least 10% of the
shares entitled to vote at the meeting for the purpose of voting upon the
removal of Directors, in which case stockholders may receive assistance in
communicating with other stockholders as if the provisions contained in
Section 16(c) of the 1940 Act applied. In addition, Maryland General
Corporation Law provides for the calling of a special meeting by the written
request of stockholders holding at least 25% of the shares entitled to vote
at the meeting.
Each of the nominees has consented to being named in this Proxy Statement
and to serve as a Director if elected. The Fund knows of no reason why any
nominee would be unable or unwilling to serve if elected. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power to vote for such
person or persons as the management of the Fund may recommend. Directors will
be elected by a majority of stockholders entitled to vote that are present in
person or by Proxy at the Meeting. If you give no voting instructions, your
Shares will be voted for all nominees named herein for Director and in favor
of any remaining proposal described in this proxy statement.
Information Regarding Nominees
The following information is provided for each nominee. It includes his
name, position with the Fund, age, length of directorship (if applicable),
age, principal occupations or employment during the past five years,
directorships with other companies which file reports periodically with the
Securities and Exchange Commission and the number and percentage of shares of
the Fund beneficially owned. Some or all Directors and officers of the Fund
may serve on the registered investment companies to which the Adviser or an
affiliated person of the Adviser provides investment advisory services
(collectively, the "Fund Complex.")
3
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Fund
Business Experience During Beneficially
Name and Position the Past Five Years, Including Owned as of
with the Fund Age all Directorships May 10, 1995 Percentage
- - - ------------------------- ---- ------------------------------------ ---------------- --------------
<S> <C> <C> <C> <C>
Barton M. Biggs* 62 Chairman and Director of Morgan 0 **
Nominee for Director Stanley Asset Management Inc. and
and Chairman of the Morgan Stanley Asset Management
Board Limited; Managing Director of
Morgan Stanley & Co. Incorporated;
Director of Morgan Stanley Group
Inc.; Member of International
Advisory Council of The Thailand
Fund; Director and officer of six
funds in the Fund Complex.
John D. Barrett II 59 Chairman and Director of Barrett 0 **
Nominee for Director Associates, Inc.; Director of The
Ashforth Company and Morgan Stanley
Asia-Pacific Fund, Inc.
Gerard E. Jones 58 Partner in Richards & O'Neil; 0 **
Director since Director of nine funds in the Fund
November 17, 1992. Complex.
Andrew McNally IV 55 Chairman and Chief Executive 0 **
Nominee for Director Officer of Rand McNally; Director
of Allendale Insurance Co., Mercury
Finance, Zenith Electronics,
Hubbell, Inc., The Latin American
Discovery Fund, Inc. and Morgan
Stanley Asia-Pacific Fund, Inc.
Warren J. Olsen* 38 Principal of Morgan Stanley & Co. 0 **
Director and President Incorporated; Vice President of
since November 17, Morgan Stanley Asset Management
1992. Inc.; Director and officer of
fourteen funds in the Fund Complex.
Samuel T. Reeves 50 Co-Chairman of the Board and 80,952.585 **
Nominee for Director President, Dunavant Enterprises,
Inc.; Director, Pacific Gas and
Electric Company and PG&E
Enterprises.
Fergus Reid 62 Chairman and Chief Executive 0 **
Nominee for Director Officer of LumeLite Corporation;
Trustee and Director of Vista
Mutual Fund Group; Director of five
funds in the Fund Complex.
4
<PAGE>
Shares of the
Fund
Business Experience During Beneficially
Name and Position the Past Five Years, Including Owned as of
with the Fund Age all Directorships May 10, 1995 Percentage
- - - ------------------------- ---- ------------------------------------ ---------------- --------------
Frederick O. Robertshaw 61 Of Counsel, Bryan, Cave; previously 424.628 **
Director since asociated with Copple, Chamberlin &
November 17, 1992. Boehm, P.C. and Rake, Copple,
Downey & Black, P.C.; Director of
four funds in the Fund Complex.
Frederick B. Whittemore* 64 Advisory Director of Morgan Stanley 0 **
Director and Chairman & Co. Incorporated; Chairman and
of the Board since Director of six funds in the Fund
November 17, 1992. Complex.
</TABLE>
* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is a
Director and officer of the Adviser. Mr. Olsen is an officer of the
Adviser. Mr. Whittemore is an Advisory Director of Morgan Stanley & Co.
Incorporated, the Fund's Distributor, (the "Distributor").
** Less than 1%.
Board Approval of the Election of Directors
By unanimous consent dated May 8, 1995, the Board approved setting the number
of Directors at nine and recommended that stockholders vote for each of the
nominees for Director named herein. In considering the nomination of the
nominees for election as Directors of the Fund, the Directors took into account
the efficiencies in administering the Fund which common Board composition the
Open-end Fund Complex may produce. See "Proposal 1: Election of Directors."
Stockholder Approval of the Election of Directors
The favorable vote of a majority of Shares represented at the Meeting at
which a majority of stockholders entitled to vote is present is required for the
election of the Directors. If the Directors are not approved by the stockholders
of the Fund, the current Board of Directors will consider alternative
nominations.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF THE DIRECTORS.
PROPOSAL 2: TO APPROVE THE VOTING, IN THE DISCRETION OF THE PERSON OR PERSONS
NAMED AS PROXY OR PROXIES, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING AND THAT ARE DEEMED APPROPRIATE.
While it is anticipated that no matters other than the Proposals set forth
above will come before the meeting for vote of the stockholders, other
matters could potentially be properly brought before the meeting that could
be acted upon by the stockholders of the Fund. As a precaution in case any
such matter should properly come before the meeting for vote of the
stockholders, the stockholders of all the Investment Funds may grant the
person or persons named as proxy or proxies to vote in the discretion of such
person or persons with respect to such matters. THE BOARD OF DIRECTORS OF THE
FUND RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL 2.
5
<PAGE>
ADDITIONAL INFORMATION
Directors and Executive Officers
Information about the Fund's current Directors and principal executive
officers, including their names, positions with the Fund, length of such
positions, ages, principal occupations or employment during the past five years,
including directorships, and the number of shares of the Fund beneficially
owned, is set forth below. Each officer of the Fund will hold such office until
a successor has been elected by the Board of Directors.
<TABLE>
<CAPTION>
Business Experience During Shares of the Fund
Position With the Past Five Years, Including Beneficially Owned
Name the Fund Age all Directorships as of May 10, 1995**
-------------------- --------------- ---- ----------------------------------- ----------------------
<S> <C> <C> <C> <C>
Frederick B. Whittemore* Director and 64 See "Information Regarding ***
Chairman of Nominees."
the Board
since
November 17,
1992.
John E. Eckelberry Director 61 Vice Chairman, Doremus & Company. ***
since
April 8, 1993.
Gerard E. Jones Director 58 See "Information Regarding ***
since Nominees."
November 17,
1992.
Warren J. Olsen* Director and 38 See "Information Regarding ***
President Nominees."
since
November 17,
1992.
Frederick O. Robertshaw Director 61 See "Information Regarding ***
since Nominees."
November 17,
1992.
James W. Grisham Vice 53 Principal of Morgan Stanley Asset ***
President Management Inc.; Officer of
since various funds in the Fund Complex.
November 17,
1992.
Harold J. Schaaff, Jr. Vice 33 Principal of Morgan Stanley & Co.; ***
President General Counsel and Secretary of
since Morgan Stanley Asset Management
November 17, Inc.; Officer of various funds in
1992. the Fund Complex.
Joseph P. Stadler Vice 40 Vice President of Morgan Stanley ***
President Asset Management Inc.; Officer of
since various funds in the Fund Complex.
September 22,
1994.
6
<PAGE>
Business Experience During Shares of the Fund
Position With the Past Five Years, Including Beneficially Owned
Name the Fund Age all Directorships as of May 10, 1995**
-------------------- --------------- ---- ----------------------------------- ----------------------
Valerie Y. Lewis Secretary 39 Vice President of Morgan Stanley ***
since Asset Management Inc.; Officer of
November 17, various funds in the Fund Complex;
1992. Previously with Citicorp.
Hilary D. Toole Assistant 31 Associated with Morgan Stanley ***
Secretary Asset Management Inc.; Officer of
since various funds in the Fund Complex;
September 22, Previously with Reboul, MacMurray,
1994. Hewitt, Maynard & Kristol.
Karl O. Hartmann Assistant 40 Vice President, Secretary and ***
Secretary General Counsel of Mutual Funds
since Service Company; previously,
November 17, Senior Vice President, Secretary
1992. and General Counsel, Leland,
O'Brien, Rubinstein Associates,
Inc.; prior thereto, Vice
President and Associate General
Counsel of The Boston Company
Advisors, Inc.
James R. Rooney Treasurer 36 Assistant Vice President and ***
since Manager of Fund Administration,
September 22, Mutual Funds Service Company;
1994. Officer of various funds in the
Fund Complex; Previously with
Scudder, Stevens & Clark, Inc. and
Ernst & Young LLP.
</TABLE>
* "Interested person" within the meaning of the 1940 Act. Mr. Whittemore is
an Advisory Director of Morgan Stanley & Co. Incorporated, the Fund's
Distributor. Mr. Olsen is an officer of the Adviser.
** This information has been provided by each Director and officer of the
Fund.
*** As of May 10, 1995, to Fund management's knowledge, the Directors and
executive officers (12 persons) of the Fund, individually and as a group,
beneficially owned less than 0.05% of the outstanding shares of the Fund
or any Investment Fund thereof.
7
<PAGE>
The aggregate compensation paid by the Fund to each of the Fund's
Directors serving during the fiscal year ended June 30, 1994 is set forth in
the compensation table below. The aggregate compensation paid to such
Directors during calendar year 1994 by the Fund Complex is also set forth in
the compensation table below.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Compensation
From the Fund
Aggregate and
Compensation Pension or Retirement Fund Complex Number of Funds in
from Benefits Accrued as Paid to Fund Complex for
Name of Person, Position the Fund** Part of Fund Expenses Directors Which Director Serves
- - - ------------------------ -------------- --------------------- --------------- ---------------------
<S> <C> <C> <C> <C>
Frederick B. Whittemore $ 9,465 $0 $57,400 6
John E. Eckelberry 7,832 0 7,832 1
Gerard E. Jones 9,532 0 80,057 9
Warren J. Olsen* 0 0 0 15***
Frederick O. Robertshaw 12,343 0 30,581 4
</TABLE>
* Mr. Olsen does not receive any compensation from the Fund or any other
U.S. registered investment company in the Fund Complex for his services
as a director of such investment companies.
** In connection with the proposed new board arrangements, the Board of
Directors has determined that it would be appropriate to decrease the
level of fees payable by the Fund to the Directors. The Fund currently
pays Messrs. Eckelberry, Jones and Robertshaw an annual fee of $5,000
plus $500 for each meeting of the Board of Directors or a committee of
the Board attended, plus certain out-of-pocket expenses. The Chairman of
the Fund receives $6,000 plus $750 for each meeting of the Board of
Directors. 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 such Chairman are in addition to the fees the Chairman
receives for serving as a Director. For the fiscal year ended June 30,
1994, the Fund paid aggregate fees and expenses of $31,950 to the
Chairman and Messrs. Eckelberry, Jones and Robertshaw. If each of the six
nominees named herein who is not an "interested person" is elected at the
Meeting, the Fund would pay annual aggregate fees of $49,200 under the
existing fee arrangement, assuming each such nominee attended all Board
and committee meetings.
Effective immediately following the Meeting, the Open-end Fund Complex
will pay each of the six Directors of the Open-end Fund Complex who is
not an "interested person" an annual aggregate fee of $55,000, plus
out-of-pocket expenses. The Open-end Fund Complex will pay each of the
members of the Fund's Audit Committee, which will consist of the Fund's
Directors who are not "interested persons," an additional annual
aggregate fee of $10,000 for serving on such committee. Such fees will be
allocated among the three funds in the Open-end Fund Complex in direct
proportion to their respective average net assets. For example, under the
new arrangement, the Fund would have paid, based on the average net
assets of the funds in the Open-end Fund Complex at April 30, 1995,
annual aggregate fees of $31,902, including fees payable to members of
the Audit Committee. The level of fees payable by the Fund to its
Directors will be reviewed by the Directors annually and will be
determined on the basis of the average net assets of the Open-end Fund
Complex at the close of each calendar year end.
*** During the 1994 calender year, Mr. Olsen terminated his service as a
Director of one of the funds in the Fund Complex.
There were four meetings of the Board of Directors held during the fiscal
year ended June 30, 1994. In such fiscal year, all Directors attended at
least 75% of the meetings of the Board of Directors held during their
respective terms.
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
results of the audit engagement and matters having a material effect on the
Fund's financial operations. The members of the Audit Committee are Messrs.
Jones, Eckelberry and Robertshaw, each of whom is not an "interested person"
within the meaning of the 1940 Act. The Audit Committee met once during the
fiscal year ended June 30, 1994. In such fiscal year, all members attended at
least 75% of the meetings of the Audit Committee held during their respective
terms.
8
<PAGE>
Independent Accountants
A majority of the Fund's Board of Directors who are not "interested persons"
of the Fund have selected Price Waterhouse LLP as the independent accountants of
the Fund for the fiscal year ending June 30, 1995. A representative of Price
Waterhouse LLP is expected to be available by telephone at the Meeting to make a
statement if desired and to be available to respond to appropriate questions
from stockholders.
Beneficial Owners
To the knowledge of Fund Management, as of May 10, 1995, the following were
beneficial owners of 5% or more of the outstanding Shares of the Fund.
<TABLE>
<CAPTION>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - - --------------------------------------------- -------------------- --------------------------
<S> <C> <C>
Morgan Stanley American Value Fund
Class A
Morgan Stanley Group, Inc. 416,666.667 29.9%
Attn: Elisa Di Vito
1221 Avenue of the Americas
New York, NY 10020
Smith Barney, Inc. 85,742.6 6.2%
388 Greenwich Street
New York, NY 10013
Class C
Morgan Stanley Group, Inc. 416,666.667 43.3%
Attn: Elisa Di Vito
1221 Avenue of the Americas
New York, NY 10020
Morgan Stanley Asian Growth Fund
Class A
Advest, Inc. 655,576.043 6.1%
Mutual Fund Operations, 18th Floor
280 Trumbull Street
Hartford, CT 06103
Morgan Stanley Emerging Markets Fund
Class A
Advest, Inc. 133,029.062 5.7%
Mutual Fund Operations, 18th Floor
280 Trumbull Street
Hartford, CT 06103
FTC & Co. 385,816.103 16.6%
Attn: Datalynx #118
P. O. Box 173736
Denver, CO 80217-3736
9
<PAGE>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - - --------------------------------------------- -------------------- --------------------------
Crestar Bank Trust Department 161,160.355 7.0%
Sheltering Arms Foundation
P. O. Box 26246
Richmond, VA 23260
Class C
Advest, Inc. 128,421.35 7.1%
Mutual Fund Operations, 18th Floor
280 Trumbull Street
Hartford, CT 06103
Morgan Stanley Global Equity Allocation Fund
Class A
FTC & Co. 193,183.148 5.7%
Attn: Datalynx #162
P. O. Box 173736
Denver, CO 80217-3736
Morgan Stanley Global Fixed Income Fund
Class A
Morgan Stanley Group, Inc. 292,777.134 28.3%
Attn: Elisa Di Vito
1221 Avenue of the Americas
New York, NY 10020
Class C
Morgan Stanley Group, Inc. 289,238.452 48.1%
Attn: Elisa Di Vito
1221 Avenue of the Americas
New York, NY 10020
Morgan Stanley Latin American Fund
Class A
Donaldson Lufkin Jenrette 91,747.301 10.0%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
Morgan Stanley Group, Inc. 83,333.333 9.1%
Attn: Elisa Di Vito
1221 Avenue of the Americas
New York, NY 10020
Advest, Inc. 57,658.877 6.3%
Mutual Fund Operations, 18th Floor
280 Trumbull Street
Hartford, CT 06103
10
<PAGE>
Amount of Percent of
Name & Address Beneficial Ownership Total Shares Outstanding
- - - --------------------------------------------- -------------------- --------------------------
Class C
Prudential Securities FBO 45,752.000 10.6%
J. P. Barger
600 West Cummings Park, Suite 3500
Woburn, MA 01801-6349
Morgan Stanley Group, Inc. 83,333.333 19.4%
Attn: Elisa Di Vito
1221 Avenue of the Americas
New York, NY 10020
Morgan Stanley Worldwide High Income Fund
Class C
Morgan Stanley Group, Inc. 425,158.491 47.4%
Attn: Elisa Di Vito
1221 Avenue of the Americas
New York, NY 10020
</TABLE>
As of May 10, 1995, the Directors and officers of the Fund as a group
beneficially owned less than 1% of the outstanding Shares of the Fund.
Submission of Stockholder Proposals
As a Maryland corporation, the Fund is not required to hold annual
stockholder meetings. Stockholders who wish to present a proposal for action at
the next meeting or suggestions as to nominees for the Board of Directors should
submit the proposal or suggestions to be considered to the Fund within a
reasonable time in advance of any such meeting for inclusion in the Fund's proxy
statement and form of proxy for such meeting. The Board of Directors will give
consideration to stockholder suggestions as to nominees for the Board of
Directors. Stockholders retain the right, under limited circumstances, to
request that a meeting of stockholders be held for the purpose of considering
the removal of a Director from office, and if such a request is made, the Fund
will assist with stockholder communications in connection with the meeting.
Other Matters
No business other than the matters described above 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
interest of the Fund.
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
VALERIE Y. LEWIS
Secretary
Dated: May 30, 1995
11
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Fund, Inc. (the "Fund")
that the undersigned would be entitled to vote if personally present at the
Special
Meeting of Stockholders to be held on June 28, 1995 at 2:00 p.m. and any
adjournment thereof, upon matters set forth in the Notice of Special Meeting of
Stockholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below upon the following matters:
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.
(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)
Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.
AGAINST FOR ABSTAIN
<PAGE>
GLOBAL EQUITY ALLOCATION FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE
Dated: ,1995
Signature(s) of Stockholder(s)
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Fund, Inc. (the "Fund")
that the undersigned would be entitled to vote if personally present at the
Special
Meeting of Stockholders to be held on June 28, 1995 at 2:00 p.m. and any
adjournment thereof, upon matters set forth in the Notice of Special Meeting of
Stockholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below upon the following matters:
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.
(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)
Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.
AGAINST FOR ABSTAIN
<PAGE>
GLOBAL FIXED INCOME FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE
Dated: ,1995
Signature(s) of Stockholder(s)
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Fund, Inc. (the "Fund")
that the undersigned would be entitled to vote if personally present at the
Special
Meeting of Stockholders to be held on June 28, 1995 at 2:00 p.m. and any
adjournment thereof, upon matters set forth in the Notice of Special Meeting of
Stockholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below upon the following matters:
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.
(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)
Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.
AGAINST FOR ABSTAIN
<PAGE>
ASIAN GROWTH FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE
Dated: ,1995
Signature(s) of Stockholder(s)
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Fund, Inc. (the "Fund")
that the undersigned would be entitled to vote if personally present at the
Special
Meeting of Stockholders to be held on June 28, 1995 at 2:00 p.m. and any
adjournment thereof, upon matters set forth in the Notice of Special Meeting of
Stockholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below upon the following matters:
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.
(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)
Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.
AGAINST FOR ABSTAIN
<PAGE>
AMERICAN VALUE FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC. ALL
PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE
Dated: ,1995
Signature(s) of Stockholder(s)
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Fund, Inc. (the "Fund")
that the undersigned would be entitled to vote if personally present at the
Special
Meeting of Stockholders to be held on June 28, 1995 at 2:00 p.m. and any
adjournment thereof, upon matters set forth in the Notice of Special Meeting of
Stockholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below upon the following matters:
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.
(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)
Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.
AGAINST FOR ABSTAIN
<PAGE>
WORLDWIDE HIGH INCOME FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE
Dated: ,1995
Signature(s) of Stockholder(s)
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Fund, Inc. (the "Fund")
that the undersigned would be entitled to vote if personally present at the
Special
Meeting of Stockholders to be held on June 28, 1995 at 2:00 p.m. and any
adjournment thereof, upon matters set forth in the Notice of Special Meeting of
Stockholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below upon the following matters:
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.
(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)
Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.
AGAINST FOR ABSTAIN
<PAGE>
EMERGING MARKETS FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE
Dated: ,1995
Signature(s) of Stockholder(s)
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr. and
Valerie Y. Lewis, and each of them (with full power of substitution) proxies to
vote for the undersigned all shares of Morgan Stanley Fund, Inc. (the "Fund")
that the undersigned would be entitled to vote if personally present at the
Special
Meeting of Stockholders to be held on June 28, 1995 at 2:00 p.m. and any
adjournment thereof, upon matters set forth in the Notice of Special Meeting of
Stockholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement as checked below upon the following matters:
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to
vote for all nominees listed below. FOR all nominees listed below except those
whose names have been stricken.
(Instructions: To withhold authority to vote for any or all of the nominees,
strike a line through the name of such nominee(s) below.)
Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the person or the
persons named as proxy or proxies, on any matter that may properly come before
the meeting and that are deemed appropriate.
AGAINST FOR ABSTAIN
<PAGE>
LATIN AMERICAN FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF MORGAN STANLEY FUND, INC.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL OF THE DIRECTORS NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE
Dated: ,1995
Signature(s) of Stockholder(s)
