<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.0 )*
Morgan Stanley Africa Investment Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities
617444104
(CUSIP Number)
William Marle
c/o City of London Investment Management Company Ltd
10 Eastcheap, London EC3M 1AJ, United Kingdom
+44 171 711 0771
(Name, Address and Telephone Number of Person Authorised to Receive Notices and
Communications)
10th February, 1997
(Date of Event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less or such class.)
(See Rule 13d-7).
NOTE Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (10-88)
Page 1 of 6
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 617444104
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE MP EMERGING MARKETS COUNTRY FUND, a business trust organised under the
laws of the State of Delaware
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /.
(b) / /.
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, USA
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
833,100
NUMBER OF
----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 833,100
PERSON
----------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
833,100
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* / /.
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IC
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6
<PAGE> 3
STATEMENT ON SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
Item 1(a). Name of Issuer:
Morgan Stanley Africa Investment Fund, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
73 Tremont Street,
Boston,
Massachusetts, 02108
Item 1(c) Class of Securities
Common Stock
ITEM 2 IDENTITY AND BACKGROUND
Item 2(a). Names of Person Filing:
The MP Emerging Markets Country Fund
Item 2(b). Address of Principal Business Office
10 Eastcheap
London EC3M IAJ
England
Item 2(c). Principle occupation or employment
Investment Fund
Item 2(d). Details of criminal convictions within past five years
None
Item 2(e). Details of civil proceedings within past five years where
judgement was against Person filing
None
Item 2(f). Citizenship:
Delaware, USA
Page 3 of 6
<PAGE> 4
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Invested Capital
ITEM 4 PURPOSE OF TRANSACTION
Investment
Item 4(a) Plans/Proposals to acquire additional securities/disposal
of securities
None
Item 4(b) Planned/Proposed extraordinary corporate transaction
involving issuer or its subsidiaries.
None
Item 4(c) Planned/Proposed material sale/transfer of assets of issuer
or its subsidiaries.
None
Item 4(d) Planned/Proposed change to the Board or Management of the
issuer
None
Item 4(e) Planned/Proposed material change to the capitalisation/
dividend policy of the issuer
None
Item 4(f) Planned/Proposed material change to the issuer's business or
corporate structure
None
Item 4(g) Planned/Proposed changes in the issuer's charter, bylaws, or
instruments that may impede the acquisition of control of
the issuer by any person
None
Item 4(h) Plans/Proposals to cause a class of security of the issuer
to be delisted
None
Item 4(i) Plans/Proposals to cause a class of equity to become
eligible for termination of registration pursuant to Section
12(g)(4).
None
Item 4(j) Plans/Proposals similar to any of the above.
None
Page 4 of 6
<PAGE> 5
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
(a) (i) Aggregate number of securities beneficially Owned: 833,100
(ii) Percentage of Class: 5.4
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 833,100
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 833,100
(iv) shared power to dispose or to direct the disposition of: 0
(v) information required in Item 2 for persons where power is
shared: N/A
(c) Describe any transactions in the class of securities reported that
were effected during the past sixty days or since the most recent filing
on Schedule 13D (Section 240.13d-191), whichever is less by the persons
named in paragraph (a).
who effected transaction: The MP Emerging Market Country Fund
<TABLE>
<CAPTION>
TRANSACTION NO. OF PRICE PER TRANSACTION TYPE WHERE AND HOW
DATE SECURITIES SECURITY TRANSACTED
<S> <C> <C> <C> <C>
12 Dec 96 16,300 13.5038 Buy Market Purchase
13 Dec 96 14,000 13.4929 Buy Market Purchase
3 Feb 97 5,500 14.5000 Buy Market Purchase
7 Feb 97 57,200 15.3422 Buy Market Purchase
10 Feb 97 70,100 15.8153 Buy
</TABLE>
(d) Third party rights regarding dividends.
None
(e) Date ceased to be beneficial owner of more than five percent.
Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
Page 5 of 6
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: 14th February, 1997
/s/ D.A. Fowle
---------------------------
Name: D.A. Fowle
Title: Director
Page 6 of 6
