<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-17f-2
Certificate of Accounting of Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17F-2]
-----------------------------------------
OMB APPROVAL
-----------------------------------------
OMB NUMBER: 3235-0360
EXPIRES: JULY 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE ...0.05
-----------------------------------------
<TABLE>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
1. Investment Company Act File Number: Date examination completed:
811-7694 September 2, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
2. State identification Number:
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
AL AK AZ AR CA CO
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
CT DE DC FL GA HI
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
ID IL IN IA KS KY
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
LA ME MD MA MI MN
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
MS MO MT NE NV NH
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
NJ NM NY NC ND OH
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
OK OR PA RI SC SD
--------------------- -------------------- --------------------- --------------------- ---------------------- -------------------
TN TX UT VT VA WA
--------------------- -------------------- --------------------- ----------------------------------------------------------------
WV WI WY PUERTO RICO
---------------------------------------------------------------------------------------------------------------------------------
Other (specify):
---------------------------------------------------------------------------------------------------------------------------------
3. Exact name of investment company as specified in registration statement:
Morgan Stanley Emerging Markets Debt Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
4. Address of principal executive office (number, street, city, state, zip code):
1221 Avenue of the Americas, New York, NY 10020
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
INVESTMENT COMPANY
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
ACCOUNTANT
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
SEC 2198 (11-91)
<PAGE>
THE EMERGING MARKETS DEBT FUND, INC.
Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
--------------------------------------------------------
We, as members of management of The Emerging Markets Debt Fund, Inc. (the
"Fund"), are responsible for complying with the requirements of subsections
(b) and (c) of Rule 17f-2, "Custody of Investments by Registered Management
Investment Companies," of the Investment Company Act of 1940. We are also
responsible for establishing and maintaining an effective internal control
structure over compliance with those requirements. We have performed an
evaluation of the Fund's compliance with the requirements of subsections (b)
and (c) of Rule 17f-2 as of December 12, 1997.
Based on this evaluation, we assert that the Fund was in compliance with
those provisions of Rule 17f-2 of the Investment Company Act of 1940 as of
December 12, 1997 with respect to securities and similar investments reflected
in the investment account of the Fund.
- ----------------------------------------
Michael F. Klein, Director and President
- ----------------------------------------
Joseph P. Stadler, Vice President
Date: September 2, 1999
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Morgan Stanley Emerging Markets Debt Fund, Inc.
We have examined management's assertion about the Morgan Stanley Emerging
Markets Debt Fund, Inc.'s (the "Fund") compliance with the requirements of
subsections (b) and (c) of Rule 17f-2 under the Investment Company Act of 1940
as of December 12, 1997 included in the accompanying "Management Statement
Regarding Compliance with Certain Provisions of the Investment Company Act of
1940". Management is responsible for the Fund's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Fund's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly included
examining, on a test basis, evidence about the Fund's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of December 12, 1997, and the period from August 29, 1997 through
December 12, 1997, with respect to agreement of purchases and sales of
securities and similar investments, without prior notice to management:
- - Count and inspection of all loan agreements and loan participation
agreements held at Morgan Stanley Dean Witter Investment Management Inc.
at 1221 Avenue of the Americas, New York, NY 10020.
- - Confirmation of securities owned by the Fund and in the control of Morgan
Stanley Trust Company (MSTC) with the sub-custodians and depository
institutions, who, we were informed by management, are not affiliated with
the Fund or MSTC. It was not possible to physically inspect or perform
other procedures directed to the Fund's securities, because they are
maintained by the various sub-custodians under an omnibus nominee account
for all of MSTC's custodial customers;
- - Confirmation or performance of alternative procedures for all securities
and similar investments out for transfers with brokers, and/or transfer
agents;
<PAGE>
To the Board of Directors of
Morgan Stanley Emerging Markets Debt Fund, Inc.
- - Reconciliation of confirmation results as to all such securities and
similar investments to the books and records of the Fund and MSTC;
- - Agreement of 58 security and/or investment purchases and 47 security
and/or investment sales or maturities since our last examination from the
books and records of the 38 Morgan Stanley Dean Witter Investment
Management Inc. and the 6 Miller Anderson & Sherrerd, LLP sponsored
investment funds requiring an examination by independent accountants
under Rule 17f-2 and under the same accounting and custody control
systems to trade confirmations.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Fund's compliance with
specified requirements.
In our opinion, management's assertion that Morgan Stanley Emerging Markets Debt
Fund, Inc. was in compliance with the above mentioned provisions of Rule 17f-2
of the Investment Company Act of 1940 as of December 12, 1997 is fairly stated,
in all material respects.
This report is intended solely for the information and use of management of
the Morgan Stanley Emerging Markets Debt Fund, Inc. and Securities and
Exchange Commission and should not be used for any other purpose.
PricewaterhouseCoopers LLP
September 2, 1999
