<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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
----------------------------------------------------------------------------
(Names 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)(1) 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 the 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 DEAN WITTER INVESTMENT 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 23, 1999 at 9:45 a.m. (New York time), in Conference Room 1 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
PricewaterhouseCoopers LLP as independent accountants of the Fund for
the fiscal year ending December 31, 1999.
3. To approve an amendment to the Fund's Articles of Incorporation to
change the name of the Fund to Morgan Stanley Dean Witter Emerging
Markets Debt Fund, Inc.
4. 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, 1999 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
STEFANIE V. CHANG
Acting Secretary
Dated: May ___, 1999
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 DEAN WITTER INVESTMENT 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 by the Board of Directors for use at the Annual Meeting
of Stockholders (the "Meeting") to be held on Wednesday, June 23, 1999 at 9:45
a.m. (New York time), in Conference Room 1 at the principal executive office of
Morgan Stanley Dean Witter Investment Management Inc. (hereinafter "MSDW
Investment Management" 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 ___, 1999. 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 and
voting at the Meeting. If no instructions are specified, shares will be voted
FOR the election of the nominees for Directors, FOR ratification of
PricewaterhouseCoopers LLP as independent accountants of the Fund for the fiscal
year ending December 31, 1999 and FOR approval of the amendment to the Fund's
Articles of Incorporation to change the name of the Fund.
The Board has fixed the close of business on April 15, 1999 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
21,930,226 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
out-of-pocket expenses.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1998, 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 ("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, 2 AND 3 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 Michael F. Klein as Class I 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 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
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. The
Audit Committee met two times during the fiscal year ended December 31, 1998.
The Board of Directors does not have nominating or compensation committees or
other committees performing similar functions.
There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1998. For the fiscal year ended December 31, 1998, 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 __, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH FUND OTHER AFFILIATIONS 1999** ARRANGEMENT PERCENTAGE
- ------------------------------- ------------ ------------------------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Barton M. Biggs*................ Director and Chairman, Director and Managing 24,755 -- ***
1221 Avenue of the Americas Chairman of Director of Morgan Stanley Dean
New York, New York 10020 the Board Witter Investment Management
11/26/32 since 1993 Inc. and Chairman and Director
of Morgan Stanley Dean Witter
Investment 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 Dean
Witter Investment 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 Dean Witter Investment
12/12/58 Management Inc. and previously a
Vice President thereof; Director
and President of various U.S.
registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management
Inc.; Previously practiced law
with the New York law firm of
Rogers & Wells.
Peter J. Chase.................. Director Chairman and Chief Financial 300 -- ***
1441 Paseo De Peralta since 1995 Officer, High Mesa Technologies,
Santa Fe, New Mexico 87501 Inc.; Director of various U.S.
10/12/32 registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management Inc.
John W. Croghan................. Director President of Lincoln Partners, a 1,000 1,533.2 ***
200 South Wacker Drive since 1995 partnership of Lincoln Capital
Chicago, Illinois 60606 Management Company; Director of
6/8/30 St. Paul Bancorp, Inc., Lindsay
Manufacturing Co. and Republic
Services; Director of various
U.S. registered investment
companies managed by Morgan
Stanley Dean Witter Investment
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 __, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH FUND OTHER AFFILIATIONS 1999** ARRANGEMENT PERCENTAGE
- ------------------------------- ------------ ------------------------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
David B. Gill................... Director Director of various U.S. 2,667 1,742.7 ***
26210 Ingleton Circle since 1995 registered investment companies
Easton, Maryland 21601 managed by Morgan Stanley Dean
7/6/26 Witter Investment 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.;
Director of Creditanstalt
Ukraine; 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 -- ***
330 Garfield Street since 1995 Properties; Trustee of various
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 Dean Witter
Investment Management Inc.;
Trustee of various investment
companies managed by Sun
Capital Advisors, Inc.;
Previously Chief Financial
Officer of Practice Management
Systems, Inc.
John A. Levin................... Director Chairman and Chief Executive 8,500 2,895.9 ***
One Rockefeller Plaza since 1993 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 Dean
Witter Investment Management
Inc.; Director, President and
Chief Executive Officer of Baker
Fentress & Company
William G. Morton, Jr........... Director Chairman and Chief Executive 500 -- ***
100 Franklin Street since 1993 Officer of Boston Stock
Boston, Massachusetts 02110 Exchange; Director of Tandy
3/13/37 Corporation; Director of various
U.S. registered investment
companies managed by Morgan
Stanley Dean Witter Investment
Management Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
POSITION OWNED AS OF OWNED UNDER
WITH THE PRINCIPAL OCCUPATIONS AND APRIL __, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH FUND OTHER AFFILIATIONS 1999** ARRANGEMENT PERCENTAGE
- ------------------------------- ------------ ------------------------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
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 1993 Stanley Dean Witter Investment
6/10/60 Management Inc.; General Counsel
and Secretary of Morgan Stanley
Dean Witter Investment
Management Inc.; Officer of
various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment 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 1993 Stanley Dean Witter Investment
6/7/54 Management Inc.; Officer of
various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment 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 Dean Witter Investment
11/30/66 and Acting Management Inc.; Officer of
Secretary various U.S. registered
since 1999 investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.;
Previously practiced law with
the New York law firm of Rogers
& Wells.
Joanna Haigney................ Treasurer Vice President and Manager of -- -- ***
73 Tremont Street since 1997 Fund Administration, Chase
Boston, Massachusetts 02108 Global Funds Services Company;
10/10/66 Officer of various U.S.
registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management
Inc.; Previously with Coopers &
Lybrand LLP.
Belinda Brady................. Assistant Manager, Fund Administration, -- -- ***
73 Tremont Street Treasurer Chase Global Funds Services
Boston, Massachusetts 02108 since 1996 Company; Officer of various
1/23/68 registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management
Inc.; Previously with Price
Waterhouse LLP.
All Directors and Officers as a Group........................................... 38,222 6,171.8 ***
====== ======= ===
</TABLE>
- ----------
* "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 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.
5
<PAGE> 8
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 MSDW Investment Management or its affiliates an annual fee of
$4,795, plus out-of-pocket expenses. 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 $787 for serving on such committee.
Each of the Directors who is not an "affiliated person" of MSDW Investment
Management 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 into another fund advised by MSDW Investment
Management), 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.
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 MSDW Investment Management or its affiliates (collectively,
the "Fund Complex") for their services as Directors of such investment companies
for the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF
PENSION OR FUNDS IN
RETIREMENT TOTAL COMPENSATION FUND COMPLEX
AGGREGATE BENEFITS ACCRUED FROM FOR WHICH
COMPENSATION AS PART OF THE FUND COMPLEX PAID DIRECTOR
NAME OF DIRECTORS FROM FUND(2)(3) FUND'S EXPENSES TO DIRECTORS(2)(4) SERVES(5)
- ----------------------------- --------------- --------------- ------------------ ---------
<S> <C> <C> <C> <C>
Barton M. Biggs(1)........... $ 0 None $ 0 16
Michael F. Klein(1).......... 0 None 0 16
Peter J. Chase............... 5,582 None 75,753 12
John W. Croghan.............. 8,096 None 82,029 12
David B. Gill................ 9,286 None 89,695 12
Graham E. Jones.............. 5,582 None 76,753 12
John A. Levin................ 12,541 None 89,785 13
William G. Morton, Jr........ 4,795 None 64,997 12
</TABLE>
6
<PAGE> 9
- ----------
(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
Complex for services rendered during the fiscal year ended December 31,
1998, regardless of whether such amounts were actually received by the
Directors during such fiscal year.
(3) Mr. Croghan earned $8,096, Mr. Gill earned $9,286 and Mr. Levin earned
$12,541 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,
1998. Such amounts are included in these Directors' respective aggregate
compensation from the Fund reported in this table.
(4) Mr. Croghan earned $89,029, Mr. Gill earned $29,893, Mr. Jones earned
$1,000 and Mr. Levin earned $89,785 in deferred compensation from 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, 1998. Such amounts are included
in these Directors' respective compensations from 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, 1998.
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 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, due to an administrative error, a report was not filed on a
timely basis for John A. Levin.
The election of Messrs. Chase, Gill and Klein 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 PricewaterhouseCoopers LLP as independent accountants for the Fund for
the fiscal year ending December 31, 1999. 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
PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP acts as the independent
accountants for certain of the other investment companies advised by MSDW
Investment Management. Although it is not expected that a representative of
PricewaterhouseCoopers 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
7
<PAGE> 10
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.
APPROVAL OF AN AMENDMENT TO THE
FUND'S ARTICLES OF INCORPORATION
(PROPOSAL NO. 3)
The Board of Directors has approved an amendment to the Fund's Articles of
Incorporation to change the name of the Fund to Morgan Stanley Dean Witter
Emerging Markets Debt Fund, Inc. The Board determined that the name change was
necessary and appropriate in light of the merger between Morgan Stanley Group
Inc. and Dean Witter, Discover & Co. effective May 31, 1998.
Approval of the proposed name change will require the affirmative vote of a
majority of the total number of shares of Common Stock of the Fund outstanding
and entitled to vote. For this purpose, abstentions and broker non-votes will be
counted in determining whether a quorum is present at the Meeting, but will not
count towards achieving the required majority vote.
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, 1999:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------------------- -------------------------------------- ----------------
<S> <C> <C>
J.P. Morgan & Co. Incorporated................... 1,931,922 shares with sole dispositive 8.8%
60 Wall Street power but no voting power (1)
New York, New York 10260
</TABLE>
- ----------
(1) Based on a Schedule 13G filed with the Commission on February 23, 1999.
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.
8
<PAGE> 11
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
A stockholders' proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 2000 must be received by the Fund on or before
January ___, 2000, in order to be included in the Fund's proxy statement and
form of proxy relating to that meeting. Any stockholder who desires to bring a
proposal at the Fund's Annual Meeting of Stockholders in 2000, without including
such proposal in the Fund's proxy statement, must deliver written notice thereof
to the Secretary of the Fund not before March ___, 2000 and not later than April
___, 2000, in the manner and form required by the Fund's Bylaws.
STEFANIE V. CHANG
Acting Secretary
Dated: May ___, 1999
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 DEBT FUND, INC.
C/O MORGAN STANLEY DEAN WITTER INVESTMENT 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, 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, 1999 at the Annual Meeting of Stockholders to be held
on June 23, 1999, 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 ___, 1999.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE
<PAGE> 13
[X] Please mark your votes as in this sample.
1. Election of the following nominees as Class I Directors:
FOR WITHHELD
[ ] [ ] Peter J. Chase, David B. Gill and Michael F. Klein
[ ] For all nominees except as noted below
____________________________________________
2. Ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of an amendment to the Fund's Articles of Incorporation to change
the name of the Fund to Morgan Stanley Dean Witter Emerging Markets Debt
Fund, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. 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 IF 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
AND PROPOSAL NO. 3.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS,
EACH JOINT TENANT SHOULD SIGN.
SIGNATURES(S)___________________________________
DATE _______________, 1999
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
