MORGAN STANLEY EMERGING MARKETS DEBT FUND INC, DEF 14A, 1996-05-13

MORGAN STANLEY EMERGING MARKETS DEBT FUND INC
DEF 14A, 1996-05-13

Previous: SODAK GAMING INC, 10-Q, 1996-05-13

Next: REGAL CINEMAS INC, 10-Q, 1996-05-13

<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>

Morgan Stanley Emerging Markets Debt 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

MORGAN STANLEY EMERGING MARKETS DEBT 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 Debt Fund, Inc. (the "Fund") will be held on Wednesday,
June 5, 1996, at 2:30 P.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 three Class I 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 Fund for the fiscal
year ending December 31, 1996.

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 26, 1996 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.

VALERIE Y. LEWIS
Secretary

Dated: May 13, 1996

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 DEBT 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 Debt 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 5, 1996, at 2:30 P.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. The purpose of the Meeting and
the matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting of Stockholders. 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
13, 1996.

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, 1996. Abstentions and broker non-votes are each included in the
determination of the number of shares present at the Meeting.

The close of business on April 26, 1996 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 Fund had 21,531,260
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 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, 1995, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO MORGAN STANLEY
EMERGING MARKETS DEBT 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, N.A. ("Chase Bank"), and provides
administrative services to the Fund. The business address of Chase Bank is One
Chase Manhattan Plaza, New York, New York 10081, and the business address of
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, three 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 Peter J. Chase, David B. Gill
and Warren J. Olsen as Class I Directors.

On or about the same date as the Meeting, each of the other closed-end,
U.S. registered investment companies advised by MSAM (except Morgan Stanley
India Investment Fund, Inc.) also is holding a meeting of stockholders at which,
among other things, such stockholders are considering a proposal to elect as
Class I directors of such other investment companies the same people nominated
to be Class I Directors of the Fund. Accordingly, if elected, all of 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 Stanley
Asia-Pacific Fund, Inc., Morgan Stanley Emerging Markets Fund, Inc., Morgan
Stanley Global Opportunity Bond Fund, Inc., The Morgan Stanley High Yield Fund,
Inc., The Pakistan Investment Fund, Inc., The Thai Fund, Inc. and The Turkish
Investment Fund, Inc. (collectively, with the Fund, the "MSAM closed-end
funds"). The Board believes that this arrangement enhances 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 for the MSAM closed-end funds.

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 consists of Peter J. Chase,
David B. Gill and Warren J. Olsen. Class II consists of John W. Croghan, Graham
E. Jones and Frederick B. Whittemore. Class III consists of Barton M. Biggs,
John A. Levin and William G. Morton, Jr. Only the Directors in Class I 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
John W. Croghan, John A. Levin and William G. Morton, Jr., none of whom is an
"interested person," as defined under the Investment Company Act of 1940, as
amended (the "1940 Act"). After the Meeting, the Audit Committee will continue
to consist of Directors of the Fund who are not "interested persons." The
Chairman of the Audit Committee is Mr. Levin. The Audit Committee met twice
during the fiscal year ended December 31, 1995. The Board of Directors does not
have nominating or compensation committees or other committees performing
similar functions.

2
<PAGE> 5

There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1995. For the fiscal year ended December 31, 1995, each
current Director, during his tenure, 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 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 the Directors and 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 26, DEFERRED FEE PERCENT-
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ AGE
- ------------------------------- --------------- -------------------------------- --- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs*............... Director and Chairman, Director and Managing 63 17,443 -- ***
1221 Avenue of the Americas Chairman Director of Morgan Stanley
New York, New York 10020 of the Asset Management Inc. and
Board Chairman and Director of
since 1993 Morgan Stanley Asset
Management Limited; Managing
Director of Morgan Stanley &
Co. Incorporated; Director of
Morgan Stanley Group Inc.;
Member of the Investment
Advisory Council of The
Thailand Fund; Director of the
Rand McNally Company; Member
of the Yale Development Board;
Director and Chairman of the
Board of sixteen U.S.
registered investment
companies managed by Morgan
Stanley Asset Management Inc.
Peter J. Chase................. Nominee; Chairman and Chief Financial 63 300 0 ***
1441 Paseo De Peralta Director Officer, High Mesa
Santa Fe, New Mexico 87501 since 1995 Technologies, LLC; Chairman of
CGL, Inc.; Director of twelve
U.S. registered investment
companies managed by Morgan
Stanley Asset Management Inc.;
Member of the Investment
Advisory Council of The
Thailand Fund.
John W. Croghan................ Director Chairman of Lincoln Capital 65 1,000 0 ***
200 South Wacker Drive since 1995 Management Company; Director
Chicago, Illinois 60606 of St. Paul Bancorp, Inc. and
Lindsay Manufacturing Co.;
Director of twelve 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
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE PERCENT-
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ AGE
- ------------------------------- --------------- -------------------------------- --- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
David B. Gill.................. Nominee; Director of twelve U.S. 69 667 79 ***
3042 Cambridge Place, N.W. Director registered investment companies
Washington, D.C. 20007 since 1995 managed by Morgan Stanley
Asset Management Inc.;
Director of the Mauritius Fund
Limited; Director of Moneda
Chile Fund Limited; Member of
Investment Advisory Council of
The Thailand Fund; 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. 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. and
Director of Commonwealth
Equity Fund Limited; and
Director of Global Securities,
Inc.
Graham E. Jones................ Director Senior Vice President of BGK 63 500 0 ***
P.O. Box 428 since 1995 Properties; Trustee of nine
Arroyo Seco, New Mexico 87514 funds managed by Weiss, Peck &
Greer; Trustee of eleven funds
managed by Morgan Grenfell
Capital Management
Incorporated; Director of
twelve U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.; Member of the
Investment Advisory Council of
The Thailand Fund. Previously
Chief Financial Officer of
Practice Management Systems,
Inc.
John A. Levin.................. Director President of John A. Levin & 57 6,500 659 ***
One Rockefeller Plaza since 1993 Co., Inc.; Director of thirteen
New York, New York 10020 U.S. registered investment
companies managed by Morgan
Stanley Asset Management Inc.
</TABLE>

4
<PAGE> 7

<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS APRIL 26, DEFERRED FEE PERCENT-
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ AGE
- ------------------------------- --------------- -------------------------------- --- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
William G. Morton, Jr.......... Director Chairman and Chief Executive 59 1,094 0 ***
1 Boston Place since 1993 Officer of Boston Stock
Boston, Massachusetts 02108 Exchange; Director of Tandy
Corporation; Director of
twelve U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.
Warren J. Olsen*............... Nominee; Principal of Morgan Stanley & 39 0 -- ***
1221 Avenue of the Americas Director and Co. Incorporated and Morgan
New York, New York 10020 President Stanley Asset Management Inc.;
since 1993 Director and President of
sixteen U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.
Frederick B. Whittemore*....... Director and Advisory Director of Morgan 65 0 -- ***
1585 Broadway Vice- Chairman Stanley & Co. Incorporated;
New York, New York 10036 since 1995 Chairman for the United States
National Committee for Pacific
Economic Cooperation; Director
and Vice-Chairman of fifteen
U.S. registered investment
companies managed by Morgan
Stanley Asset Management Inc..
Previously Managing Director
of Morgan Stanley & Co.
Incorporated.
James W. Grisham*.............. Vice President Principal of Morgan Stanley & 54 801 -- ***
1221 Avenue of the Americas since 1993 Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
Vice President of Morgan
Stanley Asset Management Inc.;
Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Harold J. Schaaff, Jr.*........ Vice President Principal of Morgan Stanley & 35 0 -- ***
1221 Avenue of the Americas since 1993 Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
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 President Vice President of Morgan Stanley 41 0 -- ***
1221 Avenue of the Americas since 1993 & Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously with Price
Waterhouse LLP.
</TABLE>

5
<PAGE> 8

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

* "Interested person" within the meaning of the 1940 Act, as amended. Mr.
Biggs is chairman, director and managing director of the Manager, and
Messrs. Olsen, Grisham, Schaaff and Stadler and Ms. Lewis are officers of
the Manager. Mr. Whittemore is an Advisory Director of Morgan Stanley & Co.
Incorporated, an affiliate of the Manager and a registered broker-dealer,
and he owns a beneficial interest in Morgan Stanley Group Inc.

** This information has been furnished by each Director and officer.

*** Less than 1%.

+ Indicates share equivalents owned by the Directors and held in bookkeeping
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 $4,000. Each of the members of the Fund's Audit
Committee receives an additional fee of $750 for serving on such committee.
Aggregate fees and expenses paid or payable to the Board of Directors for the
fiscal year ended December 31, 1995 were approximately $114,000.

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,

6
<PAGE> 9

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 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, David B. Gill and John A. 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 or
payable by the Fund to each of its Directors, as well as the total compensation
paid to each Director 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, 1995.

7
<PAGE> 10

<TABLE>
<CAPTION>
PENSION OR TOTAL NUMBER OF FUNDS
AGGREGATE RETIREMENT COMPENSATION IN FUND COMPLEX
COMPENSATION BENEFITS ACCRUED FROM FUND AND FOR WHICH
FROM AS PART OF THE FUND COMPLEX PAID DIRECTOR
NAME OF DIRECTOR FUND(2)(3) FUND'S EXPENSES TO DIRECTOR(2)(4) SERVES(5)
- -------------------------------------- -------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Barton M. Biggs(1) $ 0 None $ 0 16
Frederick B. Whittemore(1) 0 None 28,254 15
Warren J. Olsen(1) 0 None 0 16
Peter J. Chase 2,000 None 47,300 12
John W. Croghan 2,375 None 48,645 12
David B. Gill 2,000 None 46,719 12
Graham E. Jones 2,000 None 47,673 12
John A. Levin 6,521 None 49,546 13
William G. Morton, Jr. 5,875 None 48,400 12
Fergus Reid(6) 4,137 None 56,388 5
Richard Salomon(6) 0 None 3,253 2
John H.T. Wilson(6) 0 None 0 1
</TABLE>

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

(1) "Interested persons" of the Fund within the meaning of the 1940 Act. As
such, Messrs. Biggs and Olsen do not receive any compensation from the Fund
or any other investment company in the Fund Complex for their services as a
director of such investment companies.

(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, 1995, regardless of whether such amounts were actually received by the
Directors during such fiscal year.

(3) Mr. Levin earned $6,521 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, 1995. This amount is included in Mr. Levin's aggregate
compensation from the Fund reported in this table.

(4) Mr. Croghan earned $35,657, Mr. Gill earned $26,719, Mr. Jones earned
$21,723 and Mr. Levin earned $21,796 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, 1995. Such amounts are
included in these Directors' respective aggregate 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 on which the Director served at any time during the fiscal
year ended December 31, 1995.

(6) Mr. Reid served as Director of the Fund until the expiration of his term on
June 26, 1995. Messrs. Salomon and Wilson served as Directors of the Fund
until their resignations effective on April 6, 1995 and June 26, 1995,
respectively. As of the date hereof, Mr. Reid serves on four, and Messrs.
Salomon and Wilson do not serve as directors on any, boards of directors of
investment companies in the Fund Complex.

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 (the
"Commission") and the New York Stock Exchange, Inc. Certain Forms 3--Initial
Statement of Beneficial Ownership of Securities and 5--Annual Statement of
Beneficial

8
<PAGE> 11

Ownership of Securities were filed late by management of the Fund, which had
undertaken to file such forms on behalf of the Directors and officers of the
Fund. A Form 3 was filed late for each of Messrs. Chase, Croghan, Gill, Jones
and Whittemore. A Form 5 was filed late for each of Mr. Biggs with respect to
six transactions in the Fund's shares and Messrs. Gill, Morton and Grisham, each
with respect to one transaction in the Fund's shares.

The election of Messrs. Chase, Gill and Olsen 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 THREE 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, has selected Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1996. 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 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.

9
<PAGE> 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the Fund's management, the following person owned
beneficially more than 5% of the Fund's outstanding shares at April 26, 1996:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- --------------------------------- --------------------------------- -------------
<S> <C> <C>
Morgan Stanley Group Inc.*....... 1,913,479 shares, with shared 11.15%
1585 Broadway voting power and shared
New York, New York 10036 dispositive power; 487,977 shares
with no voting power and shared
dispositive power.**
</TABLE>

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

* Includes 1,862,079 shares held by Morgan Stanley & Co. Incorporated, which
comprise 8.65% of shares outstanding.

** Based on a Schedule 13G filed by Morgan Stanley Group Inc. with the
Commission on February 12, 1996.

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 1997 ANNUAL MEETING

A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1997 must be received by the Fund on or before
January 15, 1997, 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 13, 1996

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.

10
<PAGE> 13

MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

P C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
R NEW YORK, NEW YORK 10020

O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

X The undersigned hereby constitutes and appoints WARREN J. OLSEN,
VALERIE Y. LEWIS and HAROLD J. SCHAAFF, JR., and each of them, as proxies
Y 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 26, 1996 at the Annual Meeting
of Stockholders to be held on June 5, 1996, 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 13, 1996.

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

-----------
SEE REVERSE
SIDE
-----------
<PAGE> 14
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

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 three Class I 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.

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

Class I Nominees: Peter J. Chase, David B. Gill and Warren J. Olsen

[ ]
-------------------------------------------------------------------
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.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

When signing as attorney, executor, administrator, trustee, guardian or
custodian, please sign full title as such. If a corporation, please sign full
corporate name by authorized officer and indicate the signer's office. If a
partnership, please sign in partnership name.

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

SIGNATURE(S) DATE , 1996
-------------------------------------- -------------