MORGAN STANLEY RUSSIA & NEW EUROPE FUND INC, DEF 14A, 2000-05-04

MORGAN STANLEY RUSSIA & NEW EUROPE FUND INC
DEF 14A, 2000-05-04

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<PAGE> 1

SCHEDULE 14A INFORMATION
(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:

<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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC.
- --------------------------------------------------------------------------------
(Names of Registrants as Specified In Their 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)(I) 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:

------------------------------------------------------------------------
<PAGE> 2

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> 3

MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC.
MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC.
MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC.
MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC.
MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC.
MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND FUND, INC.
MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC.
MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC.
THE LATIN AMERICAN DISCOVERY FUND, INC.
THE MALAYSIA FUND, INC.
THE PAKISTAN INVESTMENT FUND, INC.
THE THAI FUND, INC.
THE TURKISH INVESTMENT FUND, INC.
C/O MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
------------------------

NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
------------------------

To Our Stockholders:

Notice is hereby given that the Annual Meetings of Stockholders of the
Funds listed above (each a "Fund" and collectively, the "Funds") will be held on
Thursday, June 15, 2000, at the principal executive office of Morgan Stanley
Dean Witter Investment Management Inc., 1221 Avenue of the Americas, 22nd Floor,
New York, New York 10020, commencing at the following times (New York time):

<TABLE>
<S> <C>
Conference Room 2
Morgan Stanley Dean Witter India Investment Fund, Inc.
("IIF")................................................ 8:00 a.m.
Morgan Stanley Dean Witter Asia-Pacific Fund,
Inc.("APF")............................................ 8:30 a.m.
The Thai Fund, Inc. ("TTF")............................... 9:00 a.m.
The Malaysia Fund, Inc. ("MF")............................ 9:30 a.m.
The Pakistan Investment Fund, Inc. ("PKF")................ 10:00 a.m.
Morgan Stanley Dean Witter High Yield Fund, Inc.
("MSY")................................................ 10:30 a.m.
Conference Room 3
Morgan Stanley Dean Witter Africa Investment Fund, Inc.
("AFF")................................................ 8:00 a.m.
Morgan Stanley Dean Witter Eastern Europe Fund, Inc.
("RNE")................................................ 8:30 a.m.
The Turkish Investment Fund, Inc. ("TKF")................. 9:00 a.m.
The Latin American Discovery Fund, Inc. ("LDF")........... 9:30 a.m.
Morgan Stanley Dean Witter Emerging Markets Fund, Inc.
("MSF")................................................ 10:00 a.m.
Morgan Stanley Dean Witter Emerging Markets Debt Fund,
Inc. ("MSD")........................................... 10:30 a.m.
Morgan Stanley Dean Witter Global Opportunity Bond Fund,
Inc. ("MGB")........................................... 11:00 a.m.
</TABLE>

The Meetings are being held for the following purposes:

1. To elect Directors of the Funds.

2. To ratify or reject the selection by the Boards of Directors of the
Funds of PricewaterhouseCoopers LLP as independent accountants of the
Funds for the fiscal year ending December 31, 2000 (October 31, 2000 for
TKF).

3. To consider and act upon any other business as may properly come before
the Meetings, or any adjournments thereof.
<PAGE> 4

Only stockholders of record of a particular Fund at the close of business
on April 14, 2000, the record date for the Meetings, are entitled to notice of,
and to vote at, the Meeting of that Fund or any adjournments thereof.

MARY E. MULLIN
Secretary

Dated: May 4, 2000

IF YOU DO NOT EXPECT TO ATTEND THE MEETING(S) FOR YOUR FUND(S), PLEASE SIGN
AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
<PAGE> 5

MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC. ("AFF")
MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. ("APF")
MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC. ("RNE")
MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC. ("MSD")
MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC. ("MSF")
MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND FUND, INC. ("MGB")
MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC. ("MSY")
MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC. ("IIF")
THE LATIN AMERICAN DISCOVERY FUND, INC. ("LDF")
THE MALAYSIA FUND, INC. ("MF")
THE PAKISTAN INVESTMENT FUND, INC. ("PKF")
THE THAI FUND, INC. ("TTF")
THE TURKISH INVESTMENT FUND, INC. ("TKF")
C/O MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
------------------------

JOINT PROXY STATEMENT
------------------------

This statement is furnished by the Board of Directors (each a "Board" and
collectively, the "Boards") of each of the Funds listed above (each a "Fund" and
collectively, the "Funds") in connection with the solicitation of Proxies by the
Board of Directors for use at the Annual Meeting of Stockholders of the Fund
(each a "Meeting" and collectively, the "Meetings") to be held on Thursday, June
15, 2000, 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 Meetings, Joint Proxy Statement and
form of Proxy will first be mailed to stockholders on or about May 4, 2000. The
purpose of the Meetings, the matters to be acted upon and the commencement time
of each Meeting are set forth in the accompanying Notice of Annual Meetings of
Stockholders.

If the accompanying form of Proxy for a Fund is executed properly and
returned, shares represented by it will be voted at the Meeting for that Fund 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 of such Fund. If no instructions
are specified, shares will be voted FOR the election of the nominees for
Directors of that Fund and FOR ratification of PricewaterhouseCoopers LLP as
independent accountants of the Fund for the fiscal year ending December 31, 2000
(October 31, 2000 for TKF).

The Boards have fixed the close of business on April 14, 2000 as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Meetings and at any adjournments thereof. On that date, the following
number of shares of Common Stock of each Fund were outstanding and entitled to
vote:

<TABLE>
<S> <C>
LDF................................................ 11,751,325 shares
MF................................................. 9,738,015 shares
AFF................................................ 13,691,121 shares
APF................................................ 61,990,074 shares
MSD................................................ 22,046,681 shares
MSF................................................ 20,491,044 shares
MGB................................................ 4,180,704 shares
RNE................................................ 4,408,348 shares
MSY................................................ 11,568,696 shares
IIF................................................ 32,484,492 shares
PKF................................................ 11,604,792 shares
TTF................................................ 13,267,713 shares
TKF................................................ 6,561,581 shares
</TABLE>
<PAGE> 6

The expense of solicitation will be borne by the Funds 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 Funds, telephonic,
telegraphic or oral communications by regular employees of the Manager. The
solicitation of Proxies is also expected to include communications by employees
of Georgeson Shareholder Communications Corporation, a proxy solicitation firm
engaged by the Funds at a cost not expected to exceed $5,000 per Fund, plus
out-of-pocket expenses.

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1999 (OCTOBER 31, 1999 FOR TKF), TO ANY
STOCKHOLDER OF SUCH FUND REQUESTING SUCH REPORT. REQUESTS FOR ANNUAL REPORTS
SHOULD BE MADE IN WRITING TO THE RESPECTIVE FUND, 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 Funds'
administrator, The Chase Manhattan Bank ("Chase Bank"), and provides
administrative services to the Funds. The business address of Chase Bank and
Chase Global Funds Services Company is 73 Tremont Street, Boston, Massachusetts
02108.

This Joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Fund and, because stockholders may
own shares of more than one Fund, to avoid burdening stockholders with more than
one proxy statement. Shares of a Fund are entitled to one vote each at the
respective Fund's Meeting. To the extent information relating to common
ownership is available to the Funds, a stockholder that owns of record shares in
two or more of the Funds will receive a package containing a Joint Proxy
Statement and Proxies for the Funds in which such stockholder is a record owner.
If the information relating to common ownership is not available to the Funds, a
stockholder that beneficially owns shares in two or more Funds may receive two
or more packages each containing a Joint Proxy Statement and a Proxy for each
Fund in which such stockholder is a beneficial owner. If a proposal is approved
by stockholders of one Fund and disapproved by stockholders of other Funds, the
proposal will be implemented for the Fund that approved the proposal and will
not be implemented for any Fund that did not approve the proposal. Thus, it is
essential that stockholders complete, date, sign and return each enclosed Proxy.

THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE IN FAVOR OF EACH OF THE MATTERS MENTIONED IN ITEMS 1 AND 2 OF
THE NOTICE OF ANNUAL MEETINGS.

2
<PAGE> 7

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the Meetings, Directors will be elected to hold office for a term
specified below 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:

(i) Graham E. Jones, John D. Barrett II and Samuel T. Reeves as Class
II Directors for a term expiring in 2003, Andrew McNally IV, Frederick O.
Robertshaw, Fergus Reid and Harold J. Schaaff, Jr. as Class I Directors for
a term expiring in 2002, and Gerard E. Jones as a Class III Director for a
term expiring in 2001, for all of the Funds except for IIF; and

(ii) Gerard E. Jones, R.M.J. Gerard La Hausse de la Louviere, Samuel
T. Reeves and William G. Morton, Jr. as Class III Directors for a term
expiring in 2003, Andrew McNally IV, Frederick O. Robertshaw and Harold J.
Schaaff, Jr. as Class I Directors for a term expiring in 2001, and John D.
Barrett II and Graham E. Jones as Class II Directors for a term expiring in
2002, for IIF.

The Boards of Directors of the Funds have proposed that the same group of
Directors serve on the Boards of Directors for all of the Funds as well as the
Morgan Stanley Dean Witter Institutional Fund, Inc., The Universal Institutional
Funds, Inc. (formerly Morgan Stanley Dean Witter Universal Funds, Inc.) and
Morgan Stanley Dean Witter Strategic Adviser Fund, Inc., which are open-end
registered investment companies also managed by the Manager (collectively, the
"Open-End Funds"). The Boards of Directors of the Funds believe that this
consolidation will enable the Funds to operate more efficiently, allowing the
Directors to deal expeditiously with routine administrative matters common to
the Funds and devote more attention to substantive issues affecting the
individual Funds. In order to effect this consolidation, the Boards of Directors
of the Funds, at a meeting held on February 17, 2000, proposed that John D.
Barrett II, Andrew McNally IV and Frederick O. Robertshaw, current Directors of
the Open-End Funds, become Directors of the Funds. The Boards also proposed that
Gerard E. Jones, Samuel T. Reeves and Fergus Reid, current Directors of IIF and
the Open-End Funds, become Directors of all of the Funds. The Board of Directors
of IIF also proposed that Graham E. Jones and William G. Morton, Jr., current
Directors of the other closed-end funds, become Directors of IIF. Each proposal
for election of a Director of a Fund made by the Boards of Directors of the
Funds is subject to the approval of the respective Fund's stockholders at the
Meetings.

At a meeting of the Board of Directors of IIF held on March 15, 2000, the
Board of IIF elected Harold J. Schaaff, Jr., President and a Director of IIF. By
unanimous written consent, dated March 20, 2000, the Boards of Directors of the
Funds (except IIF) elected Mr. Schaaff, President and a Director of the Funds.

Pursuant to the Funds' By-Laws, the terms of office of the Directors are
staggered. The Board of Directors of each Fund 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. Pursuant to each 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. Each officer of the Funds will hold such office until a successor
has been duly elected and qualified.

The Board of Directors of each Fund 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 each Fund's financial operations. Each Fund adopted a formal
written Audit Committee Charter on September 15, 1999 (September 16, 1999 for
IIF).

The members of the Audit Committee of all of the Funds, except IIF, are
currently Peter J. Chase, William G. Morton, Jr. 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"). For IIF, the members of the Audit Committee
are currently Gerard E. Jones, John A. Levin, Fergus Reid and Samuel T. Reeves,
none of whom

3
<PAGE> 8

is an "interested person," as defined under the 1940 Act. The Chairman of the
Audit Committee for each of the Funds, except IIF, is Graham E. Jones. The
Chairman of the Audit Committee of IIF is Fergus Reid.

At a meeting held on February 17, 2000, the Boards of Directors of the
Funds reconstituted the Audit Committee for each Fund, effective upon the
election of Directors at the Meetings. At that time, the Audit Committee of each
Fund will consist of Gerard E. Jones, Graham E. Jones, Frederick O. Robertshaw,
Andrew McNally IV and William G. Morton, Jr. Graham E. Jones will serve as the
Chairman of each Fund's Audit Committee.

At the meeting held on February 17, 2000, the Boards of Directors of the
Funds established a Nominating and Compensation Committee pursuant to a written
charter. The Nominating and Compensation Committee will be composed entirely of
Directors who are not "interested persons," as defined in the 1940 Act, and the
duties of the Nominating and Compensation Committee will be to evaluate and
recommend nominees for election to each Fund's Board of Directors and to
establish compensation for disinterested Directors. Effective upon the election
of Directors at the Meeting, the Nominating and Compensation Committee of each
Fund will consist of John D. Barrett II, John A. Levin, Samuel T. Reeves and
Fergus Reid. Fergus Reid will serve as the Chairman of the Nominating and
Compensation Committee.

There were four meetings of the Boards of Directors of the Funds held
during the fiscal year ended December 31, 1999 (October 31, 1999 for TKF),
except for IIF and MSY. For the 1999 fiscal year, the Board of Directors of IIF
met five times and the Board of Directors of MSY met six times. The Audit
Committees of each Fund met two times during the fiscal year ended December 31,
1999 (October 31, 1999 for TKF). For the 1999 fiscal year, 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 except for Barton M. Biggs,
John A. Levin (with respect to MSY and IIF only) and Samuel T. Reeves (with
respect to IIF only).

Each of the nominees for Director has consented to be named in this Joint
Proxy Statement and to serve as a director of each Fund if elected. The Board of
Directors of each Fund 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 for that Fund, Proxies will be voted for such persons
as the Board of Directors of the Fund may recommend.

Certain information regarding the current Directors and officers of the
Funds, and nominees for election as Directors, is set forth below:

<TABLE>
<CAPTION>
NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND
DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS
- ------------------------------------- ---------------------- ----------------------------------------
<S> <C> <C>
Barton M. Biggs*(1).................. Class III Director and Chairman, Director and Managing Director
1221 Avenue of the Americas Chairman of the Board of MSDW Investment Management and
New York, New York 10020 since: Chairman and Director of Morgan Stanley
11/26/32 LDF: 1992 Dean Witter Investment Management
MF: 1995 Limited; Managing Director of Morgan
AFF: 1994 Stanley & Co. Incorporated; Member of
APF: 1994 the Yale Development Board; Director and
MSD: 1993 Chairman of the Board of various U.S.
MSF: 1993 registered investment companies managed
MGB: 1995 by MSDW Investment Management
RNE: 1996
MSY: 1995
IIF: 1994
PKF: 1995
TTF: 1995
TKF: 1995
</TABLE>

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<PAGE> 9

<TABLE>
<CAPTION>
NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND
DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS
- ------------------------------------- ---------------------- ----------------------------------------
<S> <C> <C>
Harold J. Schaaff, Jr.*+............. Class I Director and Managing Director of Morgan Stanley &
1221 Avenue of the Americas President since 2000 Co. Incorporated and MSDW Investment
New York, New York 10020 Management; Director and President of
6/10/60 various U.S. registered investment
companies managed by MSDW Investment
Management; Previously General Counsel
and Secretary of MSDW Investment
Management

John D. Barrett II+.................. Nominee Chairman and Director of Barrett
Barrett Associates Inc. Associates Inc.; Director of the Ashorth
521 Fifth Avenue Company; Director of various U.S.
New York, New York 10135 registered investment companies managed
8/21/35 by MSDW Investment Management

Peter J. Chase(2).................... Class I Director Chairman and Chief Financial Officer,
5 Arriba Circle since: High Mesa Technologies, Inc.; Director
Santa Fe, New Mexico 87501 LDF: 1995 of various U.S. registered investment
10/12/32 MF: 1987 companies managed by MSDW Investment
AFF: 1995 Management
APF: 1994
MSD: 1995
MSF: 1995
MGB: 1995
RNE: 1996
MSY: 1995
PKF: 1995
TTF: 1987
TKF: 1995

John S.Y. Chu(3)..................... Class I Director Finance director of the ABC Group of
Orchard Towers since: Companies; Previously Managing Director
Quatre Bornes, Mauritius IIF: 1996 of Crown Eagle Investments Ltd.
4/10/37

John W. Croghan(2)................... Class II Director President of Lincoln Partners, a
200 South Wacker Drive since: partnership of Lincoln Capital
Chicago, Illinois 60606 LDF: 1995 Management Company; Director of St. Paul
6/8/30 MF: 1995 Bancorp, Inc., Lindsay Manufacturing Co.
AFF: 1995 and Republic Services; Director of
APF: 1994 various U.S. registered investment
MSD: 1995 companies managed by MSDW Investment
MSF: 1991 Management; Previously Director of
MGB: 1995 Blockbuster Entertainment Corporation
RNE: 1996
MSY: 1995
PKF: 1995
TTF: 1995
TKF: 1995

Gerard E. Jones+(3).................. Class III Director Partner in Richards & O'Neil, LLP;
Richards & O'Neil, LLP since: Director of Tractor Supply Company,
43 Arch Street IIF: 1995 Tiffany Foundation and Fairfield County
Greenwich, Connecticut 06830 Foundation; Director of various U.S.
1/23/37 registered investment companies managed
by MSDW Investment Management
</TABLE>

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<PAGE> 10

<TABLE>
<CAPTION>
NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND
DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS
- ------------------------------------- ---------------------- ----------------------------------------
<S> <C> <C>
Graham E. Jones+..................... Class II Director Senior Vice President of BGK Properties;
330 Garfield Street since: Trustee of various investment companies
Suite 200 LDF: 1995 managed by Weiss, Peck & Greer; Trustee
Santa Fe, New Mexico 87501 MF: 1987 of various investment companies managed
1/31/33 AFF: 1995 by Deutsche Asset Management; Director
APF: 1995 of various U.S. registered investment
MSD: 1995 companies managed by MSDW Investment
MSF: 1995 Management; Trustee of various
MGB: 1995 investment companies managed by Sun
RNE: 1996 Capital Advisors, Inc.
MSY: 1995
PKF: 1994
TTF: 1987
TKF: 1989

R.M.J. Gerard La Hausse
de la Louviere+(3)................... Class III Director Director of National Mutual Fund
Saint Clement Street since: Limited, Les Moulins de la Concorde
Curepipe, Mauritius IIF: 1994 Limitee, Mauritius Development
7/24/27 Investment Trust Co. Ltd., Sun Resorts
Limited, Dinarobin Inns and Motels Co.
Ltd., The Mount S.E. Co. Ltd. and
Pharmacie Nouvelle Ltd.; Previously
Managing Director of the Anglo-Mauritius
Assurance Society Limited

John A. Levin(1)..................... Class III Director Chairman and Chief Executive Officer of
One Rockefeller Plaza since: John A. Levin & Co., Inc.; Director of
New York, New York 10020 LDF: 1994 various U.S. registered investment
8/20/38 MF: 1995 companies managed by MSDW Investment
AFF: 1995 Management; Director, Chairman,
APF: 1995 President and Chief Executive Officer of
MSD: 1993 BKF Capital Group, Inc.
MSF: 1995
MGB: 1995
RNE: 1996
MSY: 1995
IIF: 1994
PKF: 1993
TTF: 1995
TKF: 1995

Andrew McNally IV+................... Nominee Managing Director of Hammond Kennedy
333 North Michigan Avenue Whitney; Director of Burns International
Suite 501 Services Corporation, Reinhold
Chicago, Illinois 60601 Industries Inc., Rand McNally & Company
11/11/39 and Hubbell, Inc.; Director of various
U.S. registered investment companies
managed by MSDW Investment Management;
Formerly, Chairman and Chief Executive
Officer of Rand McNally & Company
</TABLE>

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<PAGE> 11

<TABLE>
<CAPTION>
NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND
DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS
- ------------------------------------- ---------------------- ----------------------------------------
<S> <C> <C>
William G. Morton, Jr.+.............. Class III Director Chairman and Chief Executive Officer of
One Boston Place since: Boston Stock Exchange; Director of Tandy
Boston, Massachusetts 02108 LDF: 1995 Corporation; Director of various U.S.
3/13/37 MF: 1994 registered investment companies managed
AFF: 1994 by MSDW Investment Management
APF: 1995
MSD: 1993
MSF: 1995
MGB: 1994
RNE: 1996
MSY: 1995
PKF: 1995
TTF: 1995
TKF: 1995

Samuel T. Reeves+(3)................. Class III Director President of Pinnacle Trading L.L.C.;
8211 North Fresno Street since: Director of various U.S. registered
Fresno, California 93720 IIF: 1997 investment companies managed by MSDW
7/28/34 Investment Management; Previously Member
of Advisory Board of Tiger Management
Corporation; Previously Co-Chairman of
the Board and President, Dunavant
Enterprises

Fergus Reid+(3)...................... Class I Director Chairman and Chief Executive Officer of
85 Charles Colman Boulevard since: Lumelite Plastics Corporation; Trustee
Pawling, New York 12564 IIF: 1995 and Director of Vista Mutual Fund Group;
8/12/32 Director of various U.S. registered
investment companies managed by MSDW
Investment Management

Frederick O. Robertshaw+............. Nominee Of Counsel, Copple, Chamberlin, Boehm
2025 North Third Street and Murphy P.C.; Director of various
Suite 300 U.S. registered investment companies
Phoenix, Arizona 85004 managed by MSDW Investment Management;
1/24/34 Formerly of Counsel, Bryan, Cave LLP

Joseph P. Stadler*................... Vice President since: Principal of Morgan Stanley & Co.
1221 Avenue of the Americas LDF: 1994 Incorporated and MSDW Investment
New York, New York 10020 MF: 1994 Management; Officer of various U.S.
6/7/54 AFF: 1994 registered investment companies managed
APF: 1994 by MSDW Investment Management;
MSD: 1993 Previously with Price Waterhouse LLP
MSF: 1994
MGB: 1994
RNE: 1996
MSY: 1993
IIF: 1994
PKF: 1993
TTF: 1994
TKF: 1994

Stefanie V. Chang*................... Vice President since Vice President of Morgan Stanley & Co.
1221 Avenue of the Americas 1997 Incorporated and MSDW Investment
New York, New York 10020 Management; Officer of various U.S.
11/30/66 registered investment companies managed
by MSDW Investment Management;
Previously practiced law with the New
York law firm of Rogers & Wells LLP
</TABLE>

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<PAGE> 12

<TABLE>
<CAPTION>
NAME, ADDRESS AND POSITION WITH PRINCIPAL OCCUPATIONS AND
DATE OF BIRTH THE FUNDS OTHER AFFILIATIONS
- ------------------------------------- ---------------------- ----------------------------------------
<S> <C> <C>
Mary E. Mullin*...................... Secretary since 1999 Vice President of Morgan Stanley & Co.
1221 Avenue of the Americas Incorporated and MSDW Investment
New York, New York 10020 Management; Officer of various U.S.
3/22/67 registered investment companies managed
by MSDW Investment Management;
Previously practiced law with the New
York law firms of McDermott, Will &
Emery and Skadden, Arps, Slate, Meagher
& Flom LLP

Belinda Brady........................ Treasurer since 1999 Senior Manager, Fund Administration,
73 Tremont Street Chase Global Funds Services Company;
Boston, Massachusetts 02108 Treasurer of various U.S. registered
1/23/68 investment companies managed by MSDW
Investment Management; Previously with
Price Waterhouse LLP
Robin Conkey......................... Assistant Treasurer Manager, Fund Administration, Chase
73 Tremont Street since 1999 Global Funds Services Company; Assistant
Boston, Massachusetts 02108 Treasurer of various U.S. registered
5/11/70 investment company managed by MSDW
Investment Management; Previously with
Price Waterhouse LLP
</TABLE>

- ------------
* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is
chairman, director and managing director of the Manager, and Messrs. Schaaff
and Stadler and Ms. Chang and Ms. Mullin are officers of the Manager.

+ Nominee for election as a Director of one or more Funds at the Meetings.

(1) With regard to IIF, Mr. Biggs and Mr. Levin are currently Class II
Directors.

(2) Messrs. Chase and Croghan have submitted their resignations as Directors of
the Funds, effective June 15, 2000.

(3) Messrs. Chu, Gerard Jones, La Hausse de la Louviere, Reeves and Reid are
currently Directors of IIF only.

8
<PAGE> 13

The following table sets forth information regarding beneficial ownership
of shares in each Fund owned by the Directors and officers of the Funds and each
nominee for election as a Director, as of April 28, 2000. In all cases, the
percentage of shares beneficially owned in each Fund by each Director, officer
and nominee is under 1% of the outstanding shares of such Fund. This information
has been furnished by each Director, officer, and nominee.
<TABLE>
<CAPTION>
NAME LDF MF AFF APF MSD MSF MGB RNE MSY IIF PKF TTF
- --------------------- ------ ------ ------ ------ ------ ------ ----- ------ ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Biggs................ 100 100 102 100 100 100 100 100 6,666 100 101 100
Schaaff.............. -- 430 -- -- -- -- -- -- -- -- 777 310
Barrett.............. 500 -- 500 500 -- -- -- 500 -- 500 -- --
Chase................ 942 621 729 532 300 634 300 359 400 -- 553 563
Chu.................. -- -- -- -- -- -- -- -- -- -- -- --
Croghan.............. 896 621 1,000 20,000 1,000 70,000 1,852 805 1,666 -- 1,500 4,735
Gerard E. Jones...... -- -- -- -- -- -- -- -- 2,666 1,000 -- --
Graham E. Jones...... 500 2,667 500 700 500 500 500 500 666 500 1,000 1,029
La Hausse de la
Louviere........... -- -- -- -- -- -- -- -- -- -- -- --
Levin................ 11,667 8,000 1,000 24,384 10,500 9,000 5,000 13,000 3,667 14,000 17,000 9,000
McNally.............. 7,336 -- -- 1,426 -- -- -- -- -- -- -- --
Morton............... 1,029 1,000 1,305 1,417 1,000 1,000 1,000 1,078 1,066 -- 1,053 1,000
Reeves............... -- -- 5,835 4,700 -- 5,080 -- -- -- 12,000 -- --
Reid................. -- -- 1,000 1,000 -- 650 -- -- -- -- -- --
Robertshaw........... 100 -- -- 120 120 100 -- 50 -- -- -- 160
Stadler.............. -- -- -- -- -- -- -- -- -- -- -- --
Chang................ -- -- -- -- -- -- -- -- -- -- -- --
Mullin............... -- -- -- -- -- -- -- -- -- -- -- --
Brady................ -- -- -- -- -- -- -- -- -- -- -- --
Conkey............... -- -- -- -- -- -- -- -- -- -- -- --
All Directors,
Officers, and
Nominees as a
Group.............. 23,070 13,439 11,971 54,879 13,520 87,064 8,752 16,392 16,797 28,100 21,984 16,897

<CAPTION>
NAME TKF TOTAL
- --------------------- ------ -------
<S> <C> <C>
Biggs................ 100 7,869
Schaaff.............. 209 1,726
Barrett.............. -- 2,500
Chase................ 521 6,454
Chu.................. -- --
Croghan.............. 2,608 106,683
Gerard E. Jones...... -- 3,666
Graham E. Jones...... 1,000 10,562
La Hausse de la
Louviere........... -- --
Levin................ 9,500 135,718
McNally.............. -- 8,762
Morton............... 1,021 12,969
Reeves............... -- 27,615
Reid................. -- 2,650
Robertshaw........... -- 650
Stadler.............. -- --
Chang................ -- --
Mullin............... -- --
Brady................ -- --
Conkey............... -- --
All Directors,
Officers, and
Nominees as a
Group.............. 14,959 327,824
</TABLE>

The following table sets forth information, as of April 28, 2000, regarding
the approximate share equivalents owned under deferred fee arrangements
(described below) in each Fund by those current Directors of the Funds and
nominees for election as Directors who have participated in the deferred fee
arrangements described below. The figures indicate share equivalents owned by
those current Directors and nominees and held in cash accounts by each Fund on
behalf of those current Directors and nominees in connection with the deferred
fee arrangements described below. In all cases, the percentage of share
equivalents owned under such deferred fee arrangements in each Fund by each such
Director and nominee is under 1% of the outstanding shares of such Fund.
<TABLE>
<CAPTION>
NAME LDF MF AFF APF MSD MSF MGB RNE MSY IIF PKF TTF
- -------------------------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Croghan......................... 1,899 3,606 2,260 5,150 2,613 3,007 1,996 844 2,090 -- 5,068 5,060
Graham E. Jones................. -- 705 -- 678 -- 450 -- -- -- -- -- 622
Levin........................... 1,622 3,495 2,039 3,960 4,209 1,990 1,813 844 1,874 3,662 5,794 4,936
Reid............................ -- -- -- -- -- -- -- -- -- 1,251 -- --
All Directors and Nominees as a
Group......................... 3,521 7,806 4,299 9,788 6,822 5,447 3,809 1,688 3,964 4,913 10,862 10,618

<CAPTION>
NAME TKF TOTAL
- -------------------------------- ----- ------
<S> <C> <C>
Croghan......................... 2,658 36,251
Graham E. Jones................. -- 2,455
Levin........................... 2,374 38,612
Reid............................ -- 1,251
All Directors and Nominees as a
Group......................... 5,032 78,569
</TABLE>

9
<PAGE> 14

For the fiscal year ended December 31, 1999 (October 31, 1999 for TKF), the
Directors of the Funds were compensated as stated below:

LDF, MGB and TKF paid each of its Directors who is not a director, officer
or employee of MSDW Investment Management or its affiliates, in addition to
certain out-of-pocket expenses, an annual fee of $4,262. Each member of each
such Fund's Audit Committee, which consists of such Fund's Directors who are not
"interested persons" of the Fund as defined under the 1940 Act, received an
additional annual fee of $524 for serving on such committee.

PKF and RNE paid each of its Directors who is not a director, officer or
employee of MSDW Investment Management or its affiliates, in addition to certain
out-of-pocket expenses, an annual fee of $4,262. Each member of each of such
Fund's Audit Committee, which consists of such Fund's Directors who are not
"interested persons" of the Fund as defined under the 1940 Act, received an
additional annual fee of $787 for serving on such committee.

MF, MSD and MSY paid each of its Directors who is not a director, officer
or employee of MSDW Investment Management or its affiliates, in addition to
certain out-of-pocket expenses, an annual fee of $4,795. Each member of such
Fund's Audit Committee, which consists of such Fund's Directors who are not
"interested persons" of the Fund as defined under the 1940 Act, received an
additional annual fee of $787 for serving on such committee.

IIF paid each of its Directors who is not resident in either Mauritius or
India and who is not a director, officer or employee of MSDW Investment
Management or its affiliates, in addition to certain out-of-pocket expenses, an
annual fee of $6,000 and an additional fee of $10,000 per meeting in connection
with any meeting held in either Mauritius or India that such Director attended
in person. Each Director of IIF who is a resident in either Mauritius or India
and who is not a director, officer or employee of MSDW Investment Management or
its affiliates, received an annual fee of $7,500 per year plus $750 for each
meeting such Director attended in person or by telephone. Each of the members of
IIF's Audit Committee, which consists of IIF's Directors who are not "interested
persons" of IIF as defined under the 1940 Act, will receive an additional annual
fee of $1,100 for serving on such committee.

AFF, MSF and TTF paid each of its Directors who is not a director, officer
or employee of MSDW Investment Management or its affiliates, in addition to
certain out-of-pocket expenses, an annual fee of $6,393. Each member of each
such Fund's Audit Committee, which consists of such Fund's Directors who are not
"interested persons" of the Fund as defined under the 1940 Act, received an
additional annual fee of $1,154 for serving on such committee. TTF paid Messrs.
Kaocharern and Unakul each an annual fee of $8,000 and $900 for each meeting
such Director attended in person or by telephone.

APF paid each of its Directors who is not a director, officer or employee
of MSDW Investment Management or its affiliates, in addition to certain
out-of-pocket expenses, an annual fee of $10,123. Each member of APF's Audit
Committee, which consists of such Fund's Directors who are not "interested
persons" of the Fund as defined under the 1940 Act, received an additional
annual fee of $1,784 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 each Fund, pursuant to which such
Director may defer to a later date the receipt of his Director's fees. The
deferred fees owed by a 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
10
<PAGE> 15

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 each 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 each
Fund to each of its Directors, as well as the total compensation paid to each
Director of each Fund by all of the Funds 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, 1999 (October 31,
1999 for TKF). In all cases, there were no pension or retirement benefits
accrued as part of any Fund's expenses.

The amounts reflected in the following table include amounts paid by the
Fund Complex for services rendered during the fiscal year ended December 31,
1999 (October 31, 1999 for TKF), regardless of whether such amounts were
actually received by the Directors during such fiscal year.
<TABLE>
<CAPTION>

NAME OF DIRECTORS LDF MF AFF APF MSD MSF MGB RNE MSY IIF PKF
- ---------------------- ------ ------ ------ ------- ------ ------ ------ ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Biggs(1).............. -- -- -- -- -- -- -- -- -- -- --
Schaaff(1)............ -- -- -- -- -- -- -- -- -- -- --
Klein(1)(2)........... -- -- -- -- -- -- -- -- -- -- --
Barrett(3)............ -- -- -- -- -- -- -- -- -- -- --
Chase(2).............. $4,787 $5,582 $7,547 $11,907 $5,582 $7,547 $4,787 $5,049 $5,582 -- $5,049
Chu................... -- -- -- -- -- -- -- -- -- $10,500 --
Croghan(2)(4)......... 4,262 4,795 6,393 10,123 4,795 6,393 4,262 4,262 4,795 -- 4,262
Gill(2)(4)............ 4,787 5,582 7,547 11,907 5,582 7,547 4,787 5,049 5,582 -- 5,049
Gerard E. Jones....... -- -- -- -- -- -- -- -- -- 7,100 --
Graham E. Jones(4).... 4,787 5,582 7,547 11,907 5,582 7,547 4,787 5,049 5,582 -- 5,049
Kaocharern(2)......... -- -- -- -- -- -- -- -- -- -- --
LaHausse de la
Louviere............. -- -- -- -- -- -- -- -- -- 10,500 --
Levin(4).............. 4,262 4,795 6,393 10,123 4,795 6,393 4,262 4,262 4,795 7,100 4,262
McNally(3)............ -- -- -- -- -- -- -- -- -- -- --
Morton................ 4,262 4,795 6,393 10,123 4,795 6,393 4,262 4,262 4,795 -- 4,262
Reeves................ -- -- -- -- -- -- -- -- -- 7,100 --
Reid(4)............... -- -- -- -- -- -- -- -- -- 7,100 --
Robertshaw(3)......... -- -- -- -- -- -- -- -- -- -- --
Unakul(2)............. -- -- -- -- -- -- -- -- -- -- --

<CAPTION>
NUMBER
TOTAL OF FUNDS
COMPENSATION IN FUND
FROM FUNDS COMPLEX
AND FUND FOR
COMPLEX WHICH
PAID TO DIRECTOR
NAME OF DIRECTORS TTF TKF DIRECTORS SERVES(5)
- ---------------------- ------- ------ ------------ ---------
<S> <C> <C> <C> <C>
Biggs(1).............. -- -- -- 16
Schaaff(1)............ -- -- -- 16
Klein(1)(2)........... -- -- -- 16
Barrett(3)............ -- -- $65,000 3
Chase(2).............. $ 7,547 $4,787 75,753 12
Chu................... -- -- 10,500 1
Croghan(2)(4)......... 6,393 4,262 64,997 12
Gill(2)(4)............ 7,547 4,787 75,753 12
Gerard E. Jones....... -- -- 72,100 4
Graham E. Jones(4).... 7,547 4,787 75,753 12
Kaocharern(2)......... 11,600 -- 11,600 1
LaHausse de la
Louviere............. -- -- 10,500 1
Levin(4).............. 6,393 4,262 72,097 13
McNally(3)............ -- -- 75,000 3
Morton................ 6,393 4,262 64,997 12
Reeves................ -- -- 82,100 4
Reid(4)............... -- -- 72,100 4
Robertshaw(3)......... -- -- 75,000 3
Unakul(2)............. 11,600 -- 11,600 1
</TABLE>

- ------------
(1) "Interested person" of the Fund within the meaning of the 1940 Act.
(2) Mr. Klein resigned as Director and President of the Funds effective as of
March 2, 2000. Mr. Gill retired as Director of the Funds as of December 31,
1999. Messrs. Chase and Croghan have submitted their resignations as
Directors of the Funds effective June 15, 2000. Messrs. Kaocharern and
Unakul resigned as Directors of TTF effective as of December 31, 1999.
(3) Messrs. Barrett, McNally, and Robertshaw received compensation in the totals
shown above for service on the Boards of Directors of the Open-End Funds
within the Fund Complex.
(4) Of the amounts shown in this table, Messrs. Croghan, Levin and Reid deferred
all of their aggregate compensation from the Funds and the Fund Complex
pursuant to the Fee Arrangement described above. Mr. Gill deferred all of
his aggregate compensation from MSD, MGB and MSY pursuant to the Fee
Arrangement. Payments under the Fee Arrangement to a Director will be based
on the number of share equivalents a Director holds. For the number of share
equivalents held by each current Director who has participated in the Fee
Arrangement, please refer to the table on pg. 9 of this joint proxy
statement.
(5) Indicates the total number of boards of directors of investment companies in
the Fund Complex, including all of the Funds, on which the Director served
at any time during the fiscal year ended December 31, 1999.

11
<PAGE> 16

At a meeting of the Boards of Directors of the Funds held on April 19,
2000, the Funds each adopted the following compensation plan for Directors for
each Fund beginning July 1, 2000. The Funds will pay each of the Directors who
is not an "interested person" an annual aggregate fee of $75,000, plus
out-of-pocket expenses, for service on all Boards of Directors of the Funds and
on any Fund committees. Directors' fees for each year will be allocated among
the Funds and the Open-End Funds in proportion to their respective average net
assets during the year. In addition, IIF will pay each of its Directors who is
not resident in either Mauritius or India and who is not a director, officer or
employee of MSDW Investment Management or its affiliates a fee of $10,000 per
meeting in connection with any meeting held in either Mauritius or India that
such Director attends in person. Each Director of IIF who is a resident in
either Mauritius or India and who is not a director, officer or employee of MSDW
Investment Management or its affiliates, will receive an annual fee of $7,500
per year plus $750 for each meeting such Director attended in person or by
telephone.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that each Fund's officers and directors, and persons
who own more than ten percent of a registered class of each 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
each Fund's officers and directors and believes that all required reports under
Section 16(a) have been filed on a timely basis for each Fund's officers and
directors except that a report for Mr. Biggs was not filed on a timely basis due
to an administrative error by the Manager.

The election of the nominees for election as Directors of each Fund
requires the affirmative vote of a majority of the votes cast at a meeting at
which a quorum is present. Under each Fund's By-Laws, except for TTF and MF, 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. Under the
By-Laws of TTF and MF, the presence in person or by proxy of stockholders
entitled to cast one-third 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 a Meeting, but will not be
counted as votes cast at such Meeting.

THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE NOMINEES AS DIRECTORS FOR THAT FUND SET FORTH ABOVE.

SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)

The Board of Directors of each Fund, including a majority of the Directors
who are not "interested persons" of each Fund as defined in the 1940 Act, has
selected PricewaterhouseCoopers LLP as independent accountants for each Fund for
the fiscal year ending December 31, 2000 (October 31, 2000 for TKF). The
ratification of the selection of independent accountants is to be voted on at
the Meetings, and it is intended that the persons named in the accompanying
Proxy will vote for ratification of PricewaterhouseCoopers LLP's appointment.
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 Meetings, 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 each 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, the Independence Standards
Board and the Commission. In accordance with this policy, each Fund's Audit
Committee reviews and approves all services provided by the independent
accountants prior to their being rendered. Each Fund's Audit Committee receives
a report from the Fund's independent public accountants relating to all services
that have been performed by the Funds' independent accountants for the Fund and
its Manager and affiliates of the Manager.

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

12
<PAGE> 17

will be counted in determining whether a quorum is present at a Meeting, but
will not be counted as votes cast at such Meeting.

THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the management of each Fund, the following persons
owned beneficially more than 5% of the noted Fund's outstanding shares at April
14, 2000:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
FUND BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------ ------------------------------- ------------------------------- ----------------
<S> <C> <C> <C>
LDF......... Morgan Stanley Dean Witter & 70,692 shares with shared 8.65%
Co. voting power and shared
1585 Broadway dispositive power; 945,813
New York, New York 10036 shares with shared dispositive
power but no voting power(1)
Morgan Stanley Dean Witter 794,218 shares with shared 6.76%
Investment Management Inc. dispositive power but no voting
1221 Avenue of the Americas power(1)
New York, New York 10020
Lazard Freres & Co. LLC 1,335,800 shares with sole 15.62%
30 Rockefeller Plaza voting power and sole
New York, New York 10020 dispositive power(2)

MF.......... President and Fellows of 892,500 shares with sole voting 5.3%
Harvard College power and sole dispositive
c/o Harvard Management power(3)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

AFF......... City of London Investment Group 3,264,327 shares with sole 23.5%
PLC voting power and sole
10 Eastcheap dispositive power(4)
London EC3M ILX
England

President and Fellows of 3,565,183 shares with sole 23.5%
Harvard College voting power and sole
c/o Harvard Management dispositive power(4)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

APF......... Tattersall Advisory Group Inc. 4,534,700 shares with sole 6.6%
6620 W. Broad Street voting power and sole
Suite 300 dispositive power(5)
Richmond, Virginia 23230-1720

MSD......... J.P. Morgan & Co. Incorporated 1,931,922 shares with sole 8.8%
60 Wall Street dispositive power but no voting
New York, New York 10260 power(4)

MSF......... Morgan Stanley Dean Witter & 504,154 shares with shared 5.2%
Co. voting power and shared
1585 Broadway dispositive power; 607,166
New York, New York 10036 shares with shared dispositive
power but no voting power(7)
</TABLE>

13
<PAGE> 18

RNE......... Morgan Stanley Dean Witter & 444,109 shares with shared 11.35%
Co. voting power and shared
1585 Broadway dispositive power; 96,845
New York, New York 10036 shares with shared dispositive
power but no voting power(7)
Morgan Stanley & Co. 362,106 shares with shared 7.6%
International Limited voting power and shared
25 Cabot Square dispositive power(7)
Canary Wharf
London E14 4QA
England
The State Teachers Retirement 269,000 shares with sole voting 5.64%
Board of Ohio power and sole dispositive
275 East Broad Street power(9)
Columbus, Ohio 43215

IIF......... City of London Investment Group 2,027,000 shares with sole 6.22%
PLC voting power and sole
10 Eastcheap dispositive power(6)
London EC3M ILX
England
President and Fellows of 4,888,460 shares with sole 14.6%
Harvard College voting power and sole
c/o Harvard Management dispositive power(8)
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210

PKF......... United Nations Joint Staff 456,000 shares with shared 10.23%
Pension Fund voting power and shared
United Nations, New York dispositive power(10)
10017
Fiduciary Trust Company 456,000 shares with shared 10.23%
International voting power and shared
Two World Trade Center dispositive power(11)
New York, New York 10048

TKF......... United Nations Joint Staff 650,000 shares with shared 9.23%
Pension Fund voting power and shared
United Nations, New York dispositive power(10)
10017
Fiduciary Trust Company 650,000 shares with shared 9.23%
International voting power and shared
Two World Trade Center dispositive power(10)
New York, New York 10048
The State Teachers Retirement 569,600 shares with sole voting 8.68%
Board of Ohio power and sole dispositive
275 East Broad Street power(12)
Columbus, Ohio 43215
</TABLE>

14
<PAGE> 19

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
FUND BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------ ------------------------------- ------------------------------- ----------------
<S> <C> <C> <C>
TKF......... Kuwait Investment Authority 900,000 shares with sole voting 12.77%
P.O. Box 38346 power and sole dispositive
Dahieh Abdullah Al Salem power(13)
Kuwait City, Kuwait 72254
City of London Investment Group 741,100 shares with sole voting 11.29%
PLC power and sole dispositive
10 Eastcheap power(14)
London EC3M ILX
England
</TABLE>

- ------------
(1) Based on a Schedule 13G/A filed with the Commission on February 9, 2000.
(2) Based on a Schedule 13G/A filed with the Commission on January 5, 2000.
(3) Based on a Schedule 13G filed with the Commission on February 12, 1999.
(4) Based on a Schedule 13G/A filed with the Commission on February 14, 2000.
(5) Based on a Schedule 13G/A filed with the Commission on March 24, 1999.
(6) Based on a Schedule 13G filed with the Commission on February 14, 2000.
(7) Based on a Schedule 13G/A filed with the Commission on February 5, 1999.
(8) Based on a Schedule 13G/A filed with the Commission on February 11, 2000.
(9) Based on a Schedule 13G filed with the Commission on February 10, 2000.
(10) Based on a Schedule 13G/A filed with the Commission on February 3, 1997.
(11) Based on a Schedule 13G/A filed with the Commission on January 31, 1997.
(12) Based on a Form 3 filed with the Commission on February 25, 2000 and a
Schedule 13G filed with the Commission on January 27, 2000.
(13) Based on a Schedule 13G filed with the Commission on November 2, 1992.
(14) Based on a Schedule 13G filed with the Commission on April 10, 2000.

OTHER MATTERS

No business other than as set forth herein is expected to come before any
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting for a Fund, the
persons named in the enclosed Proxy will vote thereon according to their best
judgment in the interests of the Fund.

STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

A stockholder's proposal intended to be presented at a Fund's Annual
Meeting of Stockholders in 2001 must be received by such Fund on or before
January 4, 2001, 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 a Fund's Annual Meeting of Stockholders in 2001, without including
such proposal in the Fund's proxy statement, must deliver written notice thereof
to the Secretary of such Fund not before March 17, 2001 and not later than April
16, 2001, in the manner and form required by that Fund's By-Laws.

MARY E. MULLIN
Secretary

Dated: May 4, 2000

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.

15
<PAGE> 20

FORM OF PROXY

MORGAN STANLEY DEAN WITTER EASTERN EUROPE 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 HAROLD J. SCHAAFF, JR.,
STEFANIE V. CHANG and MARY E. MULLIN, 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 Fund held of record by the
undersigned on April 14, 2000 at the Annual Meeting of Stockholders to be held
on June 15, 2000, 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 Joint Proxy Statement
dated May 4, 2000.

[X] PLEASE MARK YOUR VOTES AS IN THIS SAMPLE.

1. Election of the following nominees as Directors:

<TABLE>
<C> <C> <S>
FOR WITHHELD
[ ] [ ] Class I Nominees: Andrew McNally IV, Frederick O. Robertshaw,
Harold J. Schaaff, Jr. and Fergus Reid
[ ] [ ] Class II Nominees: Graham E. Jones, John D. Barrett II and
Samuel T. Reeves
[ ] [ ] Class III Nominee: Gerard E. Jones

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For all nominees except as noted above
</TABLE>

2. Ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be Signed and Dated on Reverse Side.) See Reverse Side
<PAGE> 21

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER, AND IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND
ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES AS DIRECTORS FOR THE FUND SET FORTH ABOVE AND IN FAVOR OF PROPOSAL
NO. 2.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]

Date: , 2000
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Signatures(s)

PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS. WHEN SHARES ARE HELD BY
JOINT TENANTS, EACH JOINT TENANT
SHOULD SIGN. 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.