-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KW7+ROaGw++jzulDVnQC8pY9pUp76ijHWDcFxA+VJvyRigQ3rbMm6dNWS8HXzO4S QZFnjbj/UhgnRMqaVaxV3g== 0000950130-02-003255.txt : 20020502 0000950130-02-003255.hdr.sgml : 20020501 ACCESSION NUMBER: 0000950130-02-003255 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020606 FILED AS OF DATE: 20020502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LATIN AMERICAN DISCOVERY FUND INC CENTRAL INDEX KEY: 0000884461 IRS NUMBER: 521774878 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06574 FILM NUMBER: 02631361 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 02108 DEF 14A 1 ddef14a.txt DEFINITIVE PROXY STATEMENT 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: [ ] 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 Section 240.14a-11(c) or Section 240.14a-12 THE LATIN AMERICAN DISCOVERY 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)(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: --------------------------------------------------------------- MORGAN STANLEY EASTERN EUROPE FUND, INC. MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY EMERGING MARKETS FUND, INC. MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. MORGAN STANLEY HIGH YIELD FUND, INC. MORGAN STANLEY INDIA INVESTMENT FUND, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE THAI FUND, INC. THE TURKISH INVESTMENT FUND, INC. c/o Morgan Stanley 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 each of the Funds listed above (each a "Fund" and collectively, the "Funds") will be held on Thursday, June 6, 2002, at the offices of Morgan Stanley Investment Management Inc., 1221 Avenue of the Americas, 5th Floor, New York, New York 10020: Conference Room 4 The Thai Fund, Inc. ("TTF") ........................................................... 8:30 a.m. The Malaysia Fund, Inc. ("MF") ........................................................ 8:45 a.m. Morgan Stanley High Yield Fund, Inc. ("MSY") .......................................... 9:00 a.m. Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB") ............................. 9:15 a.m. Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD") ............................... 9:30 a.m. Conference Room 3 Morgan Stanley Eastern Europe Fund, Inc. ("RNE") ...................................... 8:30 a.m. The Turkish Investment Fund, Inc. ("TKF") ............................................. 8:45 a.m. Morgan Stanley Emerging Markets Fund, Inc. ("MSF") .................................... 9:00 a.m. The Latin American Discovery Fund, Inc. ("LDF") ....................................... 9:15 a.m. Morgan Stanley India Investment Fund, Inc. ("IIF") .................................... 9:30 a.m.
The Meetings are being held for the following purpose: 1. To elect Directors of the Funds. Only stockholders of record of a particular Fund at the close of business on April 8, 2002, 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 1, 2002 If you do not expect to attend the Meeting(s) for your Fund(s), please sign and promptly return the enclosed Proxy Card(s) 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 Card(s) promptly. Morgan Stanley Eastern Europe Fund, Inc. ("RNE") Morgan Stanley Emerging Markets Debt Fund, Inc. ("MSD") Morgan Stanley Emerging Markets Fund, Inc. ("MSF") Morgan Stanley Global Opportunity Bond Fund, Inc. ("MGB") Morgan Stanley High Yield Fund, Inc. ("MSY") Morgan Stanley India Investment Fund, Inc. ("IIF") The Latin American Discovery Fund, Inc. ("LDF") The Malaysia Fund, Inc. ("MF") The Thai Fund, Inc. ("TTF") The Turkish Investment Fund, Inc. ("TKF") c/o Morgan Stanley 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 6, 2002, at the principal executive office of the investment adviser for each Fund, Morgan Stanley Investment Management Inc. (hereinafter "Morgan Stanley Investment Management" or the "Manager"), 1221 Avenue of the Americas, 5th Floor, New York, New York 10020. It is expected that the Notice of Special Meeting, Joint Proxy Statement and Proxy Card(s) will first be mailed to stockholders on or about May 1, 2002. 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 Meeting of Stockholders. If the accompanying Proxy Card 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 Card. 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. The Board has fixed the close of business on April 8, 2002 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: LDF ........................................ 10,789,005 shares MF ......................................... 9,738,015 shares MSD ........................................ 22,046,681 shares MSF ........................................ 18,710,084 shares MGB ........................................ 4,190,803 shares RNE ........................................ 3,746,408 shares MSY ........................................ 11,668,740 shares IIF ........................................ 19,038,804 shares TTF ........................................ 13,269,578 shares TKF ........................................ 6,004,906 shares The expense of solicitation will be borne by the Funds and will include reimbursement to brokerage firms and others for reasonable expenses in forwarding proxy solicitation materials to beneficial owners. The solicitation of Proxy Cards 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 Proxy Cards is also expected to include communications by employees of Georgeson Shareholder Communications Inc., a proxy solicitation firm expected to be engaged by the Funds to solicit Proxy Cards by mail or by telephonic, telegraphic or oral communications at a cost not expected to exceed $4,000 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, 2001 (October 31, 2001 for TKF), to any stockholder of such Fund requesting such reports. Requests for annual and/or semi-annual reports should be made in writing to the respective Fund, c/o J.P. Morgan Investor Services Co., P.O. Box 2798, Boston, Massachusetts 02208-2798, or by calling 1-800-221-6726. J.P. Morgan Investor Services Co. is an affiliate of the Funds' administrator, JPMorgan Chase Bank ("JPMorgan Chase"), and provides administrative services to the Funds. The business address of JPMorgan Chase and J.P. Morgan Investor Services Co. 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 Proxy Cards 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 Card for each Fund in which such stockholder is a beneficial owner. If the proposed election of Directors 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 Card. THE BOARD OF DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE MATTER MENTIONED IN THE NOTICE OF ANNUAL MEETINGS. 2 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 Proxy Card to vote, on behalf of the stockholders, for the election of: (i) Ronald E. Robison, Michael Nugent, Joseph J. Kearns and Fergus Reid as Class I Directors for a term expiring in 2005, for all of the Funds except for IIF, and (ii) Clifford D'Souza, Barton M. Biggs and Gaetan Bouic as Class II Directors for a term expiring in 2005 and Nilesh Joshi as a Class III Director for a term expiring in 2003, for IIF. Pursuant to each 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. With respect to all Funds other than IIF, Class I currently consists of Ronald E. Robison, Michael Nugent, Joseph J. Kearns and Fergus Reid. Class II currently consists of John D. Barrett II, Vincent R. McLean and C. Oscar Morong, Jr. Class III currently consists of Barton M. Biggs, Gerard E. Jones, Thomas P. Gerrity and William G. Morton, Jr. Only the Directors in Class I are being considered for election at this Meeting with respect to all Funds other than IIF. With respect to IIF, Class I currently consists of Ronald E. Robison, John S.Y. Chu and Fergus Reid. Class II currently consists of Gaetan Bouic, Clifford D'Souza and Barton M. Biggs. Class III currently consists of Nilesh Joshi, Gerard E. Jones and Marie Joseph Raymond La Musse. Only the Directors in Class II and Mr. Joshi are being considered for election at this Meeting. 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-two years of age, or (v) his removal as provided by statute or the Fund's Articles of Incorporation. Each officer of the Fund will hold such office until his or her death or resignation or 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 has adopted a formal, written Audit Committee Charter. The Audit Committees of the Funds met three times during the fiscal year ended December 31, 2001 (October 31, 2001 for TKF). The members of the Audit Committee of each Fund other than IIF are John D. Barrett II, Joseph J. Kearns, Gerard E. Jones, Vincent R. McLean and C. Oscar Morong, Jr. The members of IIF's Audit Committee are John S.Y. Chu, Fergus Reid, Gaetan Bouic, Gerard E. Jones and Marie Joseph Raymond La Musse. None of the members of the Funds' Audit Committees is an "interested person," as defined under the Investment Company Act of 1940, as amended (the "1940 Act"), of the Funds (with such Directors being "Independent Directors"), and each of whom is "independent" from the Funds under the listing standards of the New York Stock Exchange, Inc. Joseph J. Kearns is the Chairman of each Audit Committee other than for IIF. Gerard E. Jones is the Chairman of IIF's Audit Committee. The Boards of Directors also have a Nominating and Compensation Committee. The Nominating and Compensation Committee evaluates and recommends nominees for election to each Fund's Board of Directors and establishes compensation for Independent Directors. Each Fund has adopted a formal, written Nominating and Compensation Committee Charter. The members of the Nominating and Compensation Committee of each Fund other than IIF are Thomas P. Gerrity, William G. Morton, Jr., Michael Nugent and Fergus Reid, each of whom is an Independent Director. The members of IIF's Nominating and Compensation Committee are Fergus Reid, Gerard E. Jones, John S.Y. Chu, Marie Joseph Raymond La Musse and Gaetan Bouic, each of whom is an Independent Director. The Chairman of each Nominating and Compensation Committee is Mr. Reid. Each Nominating and Compensation Committee met one time during the fiscal year ending December 31, 2001 (October 31, 2001 for TKF). At a meeting on June 14, 2001, the Board of Directors of each Fund, including a majority of the Independent Directors, approved the continuation of the Investment Advisory and Management Agreement between each Fund and the Manager for a one-year period. 3 There were five meetings of the Boards of Directors of the Funds held during the fiscal year ended December 31, 2001 (October 31, 2001 for TKF). For the 2001 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 that were held during the time such Director was a member of the Board except for Barton M. Biggs. 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 of the Funds is set forth below:
Number of Portfolios in Fund Complex Position with Principal Occupations During Past Overseen by Name, Address and Age the Funds Five Years and Other Directorships Director - ------------------------ -------------- ------------------------------------- ------------ Interested Directors - ------------------------ Barton M. Biggs*(1)+ ......... Class III Director and Chairman, Director and 78 1221 Avenue of the Americas Chairman of the Board Managing Director of Morgan New York, New York 10020 since: Stanley Investment Management (69) LDF: 1992 and Chairman and Director of MF: 1995 Morgan Stanley Investment MSD: 1993 Management Limited; Managing MSF: 1993 Director of Morgan Stanley & MGB: 1995 Co. Incorporated; Member of RNE: 1996 the Yale Development Board; MSY: 1995 Director or Trustee and IIF: 1994 Chairman of the Board of TTF: 1995 various U.S. registered TKF: 1995 investment companies managed by Morgan Stanley Investment Management. Ronald E. Robison*+ .......... Class I Director of all Chief Global Operations 78 1221 Avenue of the Americas Funds since 2001 Officer and Managing Director New York, New York 10020 of Morgan Stanley Investment (63) Management; Managing Director of Morgan Stanley & Co. Incorporated; President and Chief Executive Officer of Morgan Stanley Trust; Director or Trustee and President of various U.S. registered investment companies managed by Morgan Stanley Investment Management; Previously, Managing Director and Chief Operating Officer of TCW Funds Management and Managing Director of Trust Company of the West. Clifford D'Souza*+ ........... Class II Director of Executive Director of Morgan 1 Morgan Stanley IIF only since 2001 Stanley Investment Management Forbes Building - Fifth Floor Inc. Charanjit Rai Marg, Fort Mumbai, India (39) Nilesh Joshi*+ ............... Class III Director of Vice President of Morgan 1 Morgan Stanley IIF only since 2001 Stanley Investment Management Forbes Building - Fifth Floor Private Ltd.; Formerly, Charanjit Rai Marg, Fort Associate Vice President and Mumbai, India Company Secretary of Kotak (39) Mahindra Group (investment management).
* "Interested person" of the Fund within the meaning of the 1940 Act. Mr. Biggs is chairman, director and managing director of the Manager and Messrs. Robison, D'Souza and Joshi are officers of the Manager or its affiliates. (1) With regard to IIF, Mr. Biggs is currently a Class II Director. + Nominee for election as a Director of one or more Funds at the Meetings. 4
Number of Portfolios in Fund Complex Position with Principal Occupations During Past Overseen by Name, Address and Age the Funds Five Years and Other Directorships Director - -------------------------- -------------- ------------------------------------- ------------ Interested Directors - ------------------------ John D. Barrett II ........... Class II Director of Chairman and Director of 77 Barrett Associates, Inc. all Funds (except IIF) Barrett Associates, Inc. 565 Fifth Avenue since 2000 (investment counseling); New York, New York 10017 Director of the Ashforth (66) Company (real estate); Chairman, and formerly Director, of the Barrett Growth Fund; Limited Partner, Barrett Growth Partners, LP; Limited Partner, Long Meadow Holdings, LP; Director or Trustee of various U.S. registered investment companies managed by Morgan Stanley Investment Management. Gaetan Bouic+ ................ Class II Director of Finance Director of UBP 1 Coast Road IIF only since 2001 Limited Group (building Poste Lafayette, Mauritius materials); Chairman of the (66) Listing Committee of the Stock Exchange of Mauritius; Chairman of Mauritius Venture Capital Fund Ltd.; Formerly, President of the Joint Economic Council and Chairman of the Stock Exchange of Mauritius. John S.Y. Chu+ ............... Class I Director of IIF Finance director of the ABC 1 Orchard Towers only since 1996 Group of Companies Quatre Bornes, Mauritius (conglomerate); Formerly, (64) Managing Director of Crown Eagle Investments Ltd. Thomas P. Gerrity ............ Class III Director of Professor of Management, and 77 219 Grays Lane all Funds (except IIF) formerly Dean, of Wharton Haverford, PA 19041 since 2001 School of Business, University (60) of Pennsylvania; Director of Sunoco (oil refining), Fannie Mae (mortgage finance), Reliance Group Holdings (insurance), CVS Corporation (retail pharmacy), Internet Capital Group and Knight-Ridder, Inc. (newspapers); Director or Trustee of various U.S. registered investment companies managed by Morgan Stanley Investment Management; Formerly, Director of IKON Office Solutions, Inc. (office equipment), Fiserv (financial services), Investor Force Holdings, Inc. (institutional investment information services), Digital Equipment Corporation (computer equipment), ICG Commerce, Inc. (internet commerce), and Union Carbide Corporation (chemicals). Gerard E. Jones .............. Class III Director of Of Counsel, Shipman & Goodwin, 78 Shipman & Goodwin, LLP all Funds (except IIF) LLP (law firm); Director of 43 Arch Street since 2000; Class III Tractor Supply Company, Greenwich, Connecticut 06830 Director of IIF since Tiffany Foundation, Fairfield (65) 1995 County Foundation; Director or Trustee of various U.S. registered investment companies managed by Morgan Stanley Investment Management.
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Number of Portfolios in Fund Complex Position with Principal Occupations During Past Overseen by Name, Address and Age the Funds Five Years and Other Directorships Director - -------------------------- -------------- ------------------------------------- ------------ Joseph J. Kearns+ ............ Class I Director of all Investment consultant; 77 23852 Pacific Coast Highway Funds (except IIF) Director of Electro Rent Malibu, California 90625 since 2001 Corporation (equipment (59) leasing) and The Ford Family Foundation; Formerly, Chief Financial Officer of The J. Paul Getty Trust; Director or Trustee of various U.S. registered investment companies managed by Morgan Stanley Investment Management. Marie Joseph Raymond La Class III Director of Director of The India Media, 1 Musse ........................ IIF only since 2001 Internet and Communications Le Belvedere Fund Ltd., Southern Cross Rue La Hausse de la Louviere Hotel Ltd., Jean Vaulbert de Floreal, Mauritius Chantily Ltd. (consumer goods) (69) and Grandville Ltee (property holding company); Formerly, Partner of Lamusse Sek Sum (accounting) Vincent R. McLean ............ Class II Director of Director of Legal and General 77 702 Shackamaxon Dr. all Funds (except IIF) America, Inc. (insurance), Westfield, NJ 07090 since 2001 Banner Life Insurance Co. and (70) William Penn Life Insurance Company of New York; Director or Trustee of various U.S. registered Investment companies managed by Morgan Stanley Investment Management; Formerly, Executive Vice President, Chief Financial Officer, Director and Member of the Executive Committee of Sperry Corporation (now part of UNISYS Corporation) (computers). C. Oscar Morong, Jr. ......... Class II Director of Managing Director of Morong 77 1385 Outlook Drive West all Funds (except IIF) Capital Management; Trustee Mountainside, NJ 07092 since 2001 and Chairman of the mutual (66) funds in the Smith Barney CitiFunds fund complex; Director or Trustee of various U.S. registered investment companies managed by Morgan Stanley Investment Management; Formerly, Senior Vice President and Investment Manager for CREF, TIAA-CREF Investment Management, Inc.; Director of the Indonesia Fund, the Landmark Funds and Ministers and Missionaries Benefit Board of American Baptist Churches. William G. Morton, Jr. ....... Class III Director Chairman Emeritus and former 77 100 Franklin Street since: Chief Executive Officer of Boston, Massachusetts 02110 LDF: 1995 Boston Stock Exchange; (64) MF: 1994 Director of RadioShack MSD: 1993 Corporation (electronics); MSF: 1995 Director or Trustee of various MGB: 1994 U.S. registered investment RNE: 1996 companies managed by Morgan MSY: 1995 Stanley Investment Management. TTF: 1995 TKF: 1995
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Number of Portfolios in Fund Complex Position with Principal Occupations During Past Overseen by Name, Address and Age the Funds Five Years and Other Directorships Director - -------------------------- -------------- ------------------------------------- ------------ Michael Nugent+ .............. Class I Director of all General Partner of Triumph 206 c/o Triumph Capital, L.P. Funds (except IIF) Capital, L.P., a private 237 Park Avenue since 2001 investment partnership; New York, New York 10017 Chairman of the Insurance (65) Committee and Director or Trustee of various U.S. registered investment companies managed by Morgan Stanley Investment Advisors Inc.; Director or Trustee of various U.S. registered investment companies managed by Morgan Stanley Investment Management; Director of various business organizations; Formerly, Vice President of Bankers Trust Company and BT Capital Corporation. Fergus Reid+ ................. Class I Director of all Chairman and Chief Executive 78 85 Charles Colman Boulevard Funds (except IIF) Officer of Lumelite Plastics Pawling, New York 12564 since 2000; Class I Corporation; Trustee and (69) Director of IIF since Director of approximately 30 1995 investment companies in the J.P. Morgan Funds complex managed by J.P. Morgan Investment Management Inc.; Director of various U.S. registered investment companies managed by Morgan Stanley Investment Management.
+ Nominee for election as a Director of one or more Funds at the Meetings. Certain information regarding the officers of the Funds is set forth below:
Position with Name, Address and Age the Funds Principal Occupations During Past Five Years -------------------------- -------------- -------------------------------------------------------------- Ronald E. Robison* .......... President of Chief Global Operations Officer and Managing Director of 1221 Avenue of the Americas all Funds Morgan Stanley Investment Management; Managing Director New York, New York 10020 since 2001 of Morgan Stanley & Co. Incorporated; President and (63) Chief Executive Officer of Morgan Stanley Trust; Director or Trustee and President of various U.S. registered investment companies managed by Morgan Stanley Investment Management; Formerly, Managing Director and Chief Operating Officer of TCW Investment Management Company and Managing Director of Trust Company of the West. Stefanie V. Chang* .......... Vice Executive Director of Morgan Stanley & Co. Incorporated 1221 Avenue of the Americas President of and Morgan Stanley Investment Management; Officer of New York, New York 10020 all Funds various U.S. registered investment companies managed by (35) since 1997 Morgan Stanley Investment Management; Previously practiced law with the New York law firm of Rogers & Wells. Lorraine Truten* ............ Vice Executive Director of Morgan Stanley Investment 1221 Avenue of the Americas President of Management; President of Morgan Stanley Distribution, Inc.; New York, New York 10020 all Funds Officer of various U.S. registered investment companies managed (40) since 2001 by Morgan Stanley Investment Management. Mary E. Mullin* ............. Secretary of Vice President of Morgan Stanley & Co. Incorporated and 1221 Avenue of the Americas all Funds Morgan Stanley Investment Management; Officer of various (35) since 1999 U.S. registered investment companies managed by Morgan Stanley Investment Management; Previously practiced law with the New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP.
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Position with Name, Address and Age the Funds Principal Occupations During Past Five Years -------------------------- -------------- -------------------------------------------------------------- James W. Garrett* ........... Treasurer of Vice President of Morgan Stanley & Co. Incorporated and 1221 Avenue of the Americas all Funds Morgan Stanley Investment Management; Officer of various New York, NY 10020 since 2002 U.S. registered investment companies managed by Morgan (33) Stanley Investment Management; Previously with PriceWaterhouse LLP. Belinda Brady ............... Assistant Senior Manager, Fund Administration, J.P. Morgan 73 Tremont Street Treasurer of Investor Services Co.; Officer of various U.S. Boston, Massachusetts 02108 all Funds registered investment companies managed by Morgan (34) since 2002 Stanley Investment Management; Previously with Price Waterhouse LLP.
- ---------- * "Interested person" of the Funds within the meaning of the 1940 Act. Mr. Robison and Mr. Garrett and Ms. Chang, Ms. Truten and Ms. Mullin are officers of the Manager. Based on information furnished by each Independent Director as of April 25, 2002, neither any Independent Director nor any immediate family member of any Independent Director owned any securities of the Manager or its affiliates as of such date. The following table sets forth information regarding the dollar ranges of beneficial ownership of shares in each Fund owned by the Directors of the Funds and each nominee for election as a Director, as of April 25, 2002. This information has been furnished by each Director, officer, and nominee. The dollar values in the following table are based upon the market price of the relevant Fund's shares as of April 25, 2002.
Aggregate --------- Dollar Range ------------ of Equity --------- Securities in ------------- All Funds --------- Overseen or to -------------- be Overseen in -------------- Family of --------- Investment ---------- Name LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Companies - ---- --- -- --- --- --- --- --- --- --- --- --------- Biggs $1- $1- $1- $1- $1- $1- $1- $1- $1- $1- Over $100,000 10,00 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 Robison None None None None None None None None None None None Barrett $1- None None None None $1- $1- None None None Over $100,000 10,000 10,000 10,000 Bouic None None None None None None None None None None None Chu None None None None None None None None None None None D'Souza None None None None None None None None None None None Gerrity None None None None None None None None None None $10,001-50,000 Jones None None None None None None $10,001- $10,001- None None Over $100,000 50,000 50,000 Joshi None None None None None None None None None None None Kearns None None None None None None None None None None $10,001-50,000 La Musse None None None None None None None None None None None McLean None None None None None None None None None None $1-10,000 Morong None None None None None None None None None None None
8
Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen in Family of Investment Name LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Companies - ---- --- -- --- --- --- --- --- --- --- --- --------- Morton $1- $1- $1- $10,001- $1- $10,001- $1- None $1- $1- Over $100,000 10,000 10,000 10,000 50,000 10,000 50,000 10,000 10,000 10,000 Nugent None None None None None None None None None None $10,001-50,000 Reid None None None $1-10,000 None None None None None None Over $100,000
9 Effective as of October 11, 2001, Morgan Stanley Institutional Fund Trust and the U.S. registered investment companies advised by Morgan Stanley Investment Management, including the Funds (collectively, the "Fund Group") pays each Independent Director (except for those Independent Directors of IIF who reside in India or Mauritius), of any fund within the Fund Group an annual retainer fee of $75,000, for service on all Boards of Directors of the Fund Group and pays the following additional amounts to these Directors for performing certain services for all of the funds in the Fund Group: $5,000 annually for performing the duties of Chairman of the Audit Committee, $5,000 annually for performing the duties of Chairman of the Nominating and Compensation Committee, $2,500 for each in-person Board meeting attended and $1,000 for each telephonic Board meeting attended. The retainer fee to be paid to each Director each year is allocated among the funds in the Fund Group in proportion to each fund's respective average net assets during the year. In lieu of the foregoing, with respect to those Independent Directors of IIF only who reside in India or Mauritius, IIF pays such Directors (i) an annual fee for service on the Board of Directors and on any Board committees of the Fund, an amount equal to $7,500; and (ii) a fee of $750 for each meeting of the Board that such Director attends in person. Each Independent Director 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 by the Fund in cash upon such Director's resignation from the Board of Directors of the Fund in a lump sum or 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 Morgan Stanley 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 Morgan Stanley Investment Management or its affiliates (collectively, the "Fund Complex") for their services as Directors of such investment companies for the fiscal year ended in 2001 for each fund within the Fund Complex. 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 in 2001 for each fund within the Fund Complex, regardless of whether such amounts were actually received by the Directors during such fiscal year. 10
Total Compensation from Funds and Fund Name Complex Of Paid to Directors LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Directors(2)(3) - --------- --- -- --- --- --- --- --- --- --- --- --------------- Interested - ---------- Directors - --------- Biggs(1) -- -- -- -- -- -- -- -- -- -- -- Robison(1) -- -- -- -- -- -- -- -- -- -- -- D'Souza(1) -- -- -- -- -- -- -- -- -- -- -- Joshi(1) -- -- -- -- -- -- -- -- -- -- -- Independent - ----------- Directors - --------- Barrett $518 $173 $698 $859 $143 $247 $412 -- $163 $204 $78,186 Bouic -- -- -- -- -- -- -- $11,250 -- -- 11,250 Chu -- -- -- -- -- -- -- 11,250 -- -- 11,250 Gerrity(3) 72 26 104 106 19 34 55 -- 26 16 69,712 Jones 517 172 697 858 143 245 411 955 162 203 78,186 Kearns(3) 76 28 120 110 20 36 58 -- 27 17 70,835 La Musse -- -- -- -- -- -- -- 11,250 -- -- 11,250 McLean(3) 72 26 104 106 19 34 55 -- 26 16 69,712 Morong(3) 72 26 104 106 19 34 55 -- 26 16 69,712 Morton 518 173 698 859 143 247 412 -- 163 204 78,186 Nugent 79 28 114 116 21 37 60 -- 28 18 228,362 Reid(3) 521 175 703 864 144 248 414 961 164 205 81,115
(1) "Interested person" of the Fund within the meaning of the 1940 Act. (2) Amounts shown in this column also include amounts received by each Director for service on the Boards of several other funds affiliated with the Funds which are part of the Fund Complex. (3) Amounts shown in this table include certain amounts deferred by Messrs. Gerrity, Kearns, McLean, Morong and Reid, in each case pursuant to the Fee Arrangement described above. For the amounts deferred by Messrs. Gerrity, Kearns, McLean, Morong and Reid, please refer to the table on page 10 of this joint proxy statement The following table sets forth information regarding amounts deferred by certain Directors of their aggregate compensation from the Funds and the Fund Complex, in each case pursuant to the Fee Arrangement described above.
Name LDF MF MSD MSF MGB RNE MSY IIF TTF TKF Total - ---- --- -- --- --- --- --- --- --- --- --- ----- Deferred -------- Compensation ------------ from Funds ---------- and Fund -------- Complex ------- Gerrity -- -- -- -- -- -- -- -- -- -- $60,992 Kearns $17 $6 $34 $23 $4 $8 $13 -- $6 $4 58,820 McLean 17 6 24 24 4 8 13 -- 6 4 62,948 Morong 17 6 24 24 4 8 13 -- 6 4 62,948 Reid -- -- -- -- -- -- -- $961 -- -- 75,098
11 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 the Meeting, but will not be counted as votes cast at the 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. 12 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 25, 2002:
Name and Address Amount and Nature Fund of Beneficial Owner of Beneficial Ownership Percent of Class - ------------------ -------------------------------------- ----------------------------------- --------------------- LDF Yale University 1,351,500 shares with sole voting 12.4% Investments Office power and sole dispositive power (1) 230 Prospect Street New Haven, Connecticut 06511-2107 President and Fellows of Harvard 574,401 shares with sole voting 5.0% College power and sole dispositive power (2) c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 Lazard Freres & Co. LLC 1,589,500 shares with sole voting 18.6% 30 Rockefeller Plaza power and sole dispositive power (3) New York, New York 10020 MF President and Fellows of Harvard 1,006,851 shares with sole voting 10.3% College power and sole dispositive power (4) c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 MSF Morgan Stanley & Co. Incorporated 504,154 shares with shared voting 5.18% 1585 Broadway power and shared dispositive power; New York, New York 10036 607,166 shares with shared dispositive power but no voting power (5) Yale University 1,425,200 shares with sole voting 7.5% Investments Office and sole dispositive power (1) 230 Prospect Street New Haven, Connecticut 06511-2107 Lazard Freres & Co. LLC 2,182,000 shares with sole and sole 9.6% 30 Rockefeller Plaza dispositive power (3) New York, New York 10020 President and Fellows of Harvard 1,090,401 shares with sole voting power 5.8% College and sole dispositive power (6) c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 RNE Morgan Stanley & Co. Incorporated 9,730 shares with shared voting 7.58% 1585 Broadway power and shared dispositive power; New York, New York 10036 287,828 shares with shared dispositive power but no voting power (7) Morgan Stanley & Co. International 199,692 shares with shared 5.26% Limited dispositive power (7) 25 Cabot Square Canary Wharf London E14 4QA England City of London Investment Group PLC 303,100 shares with sole voting 7.92% 10 Eastcheap power and sole dispositive power (8) London EC3M ILX England President and Fellows of Harvard 850,901 shares with sole voting 22.2% College power and sole dispositive power (9) c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210
13
Name and Address Amount and Nature Fund of Beneficial Owner of Beneficial Ownership Percent of Class - ------------------ -------------------------------------- ----------------------------------- --------------------- TKF United Nations Joint Staff Pension 650,000 shares with shared voting 9.23% Fund power and shared dispositive power United Nations, New York 10017 (10) Fiduciary Trust Company International 650,000 shares with shared voting 9.23% Rockefeller Center power and shared dispositive power 600 Fifth Avenue (10) New York, New York 10020 Kuwait Investment Authority 900,000 shares with sole voting 12.77% P.O. Box 38346 power and sole dispositive power Dahieh Abdullah Al Salem (10) Kuwait City, Kuwait 72254 City of London Investment Group PLC 990,100 shares with sole voting 16.27% 10 Eastcheap power and sole dispositive power (8) London EC3M ILX England IIF President and Fellows of Harvard 1,899,296 shares with sole voting 9.7% College power and sole dispositive power (6) c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210
(1) Based on a Schedule 13G / A filed with the Commission on January 3, 2002. (2) Based on a Schedule 13G filed with the Commission on February 14, 2002. (3) Based on a Schedule 13G / A filed with the Commission on February 15, 2002. (4) Based on a Schedule 13G / A filed with the Commission on January 10, 2002. (5) Based on a Schedule 13G / A filed with the Commission on February 5, 1999. (6) Based on a Schedule 13G / A filed with the Commission on February 14, 2002. (7) Based on a Schedule 13G / A filed with the Commission on February 6, 2002. (8) Based on a Schedule 13G filed with the Commission on February 12, 2002. (9) Based on a Schedule 13G / A filed with the Commission on November 7, 2001. (10) Based on a Schedule 13G / A filed with the Commission on February 3, 1997. (11) Based on a Schedule 13G filed with the Commission on November 2, 1992.
14 AUDIT COMMITTEE REPORTS AND AUDITOR FEES Report of the Audit Committee (all Funds except IIF) At a meeting held on February 14, 2002, the Board of Directors of each Fund, including a majority of the Directors who are not "interested persons," as defined under the 1940 Act, of the Fund acting on the recommendation of the Audit Committee of the Fund, selected Ernst & Young LLP to act as independent accountants for each Fund for the fiscal year ending December 31, 2002 (October 31, 2002 for TKF). The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board No. 1 and has discussed with Ernst & Young LLP their independence with respect to each Fund. Each Fund knows of no direct financial or material indirect financial interest of Ernst & Young LLP in the Fund. Each Fund's financial statements for the fiscal year ended December 31, 2001 (October 31, 2001 for TKF) were audited by Ernst & Young LLP. The Audit Committee of each Fund has reviewed and discussed the audited financial statements of the Fund with management of the Fund. The Audit Committee of each Fund has further discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61. Based on the foregoing review and discussions, the Audit Committee of each Fund recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2001 (October 31, 2001 for TKF) be included in the Fund's most recent annual report. Joseph J. Kearns, Chairman of the Audit Committee Gerard E. Jones, Member of the Audit Committee John D. Barrett II, Member of the Audit Committee C. Oscar Morong, Jr., Member of the Audit Committee Vincent R. McLean, Member of the Audit Committee Report of the Audit Committee of IIF only At a meeting held on February 13, 2002, the Board of Directors of the Fund, including a majority of the Directors who are not "interested persons," as defined under the 1940 Act, of the Fund acting on the recommendation of the Audit Committee of the Fund, selected Ernst & Young LLP to act as independent accountants for the Fund for the fiscal year ending December 31, 2002. The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board No. 1 and has discussed with Ernst & Young LLP their independence with respect to the Fund. The Fund knows of no direct financial or material indirect financial interest of Ernst & Young LLP in the Fund. The Fund's financial statements for the fiscal year ended December 31, 2001 were audited by Ernst & Young LLP. The Audit Committee of the Fund has reviewed and discussed the audited financial statements of the Fund with management of the Fund. The Audit Committee of the Fund has further discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61. Based on the foregoing review and discussions, the Audit Committee of the Fund recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2001 be included in the Fund's most recent annual report. Gerard E. Jones, Chairman of the Audit Committee John S.Y. Chu, Member of the Audit Committee Gaetan Bouic, Member of the Audit Committee Marie Joseph Raymond La Musse, Member of the Audit Committee Fergus Reid, Member of the Audit Committee Audit Fees The aggregate fees paid to Ernst & Young LLP in connection with the annual audit of the Fund's financial statements for the fiscal year ended December 31, 2001 (October 31, 2001 for TKF) is set forth below: TTF $35,000 MF $35,000 MSY $45,000 IIF $100,000 15 RNE $65,000 TKF $40,000 LDF $65,000 MSF $90,000 MSD $70,000 MGB $45,000 Financial Information Systems Design and Implementation Fees There were no professional services rendered by Ernst & Young LLP to any Fund, the Manager or affiliated entities that provide services to any Fund for the fiscal year ended December 31, 2001 relating to financial information systems design and implementation. All Other Fees The aggregate fees billed for professional services rendered by Ernst & Young LLP for all other services provided to the Fund, the Manager and to affiliated entities that provide services to any Fund for the fiscal year ended December 31, 2001 amounted to $3.8 million, which figure includes (i) audit-related fees of $100,000 for the issuance of a report under Statement on Accounting Standards No. 70 titled "Reports on the Processing of Transactions by Service Organizations" and (ii) all other fees of $3.7 million related to services such as performance attestation, operational control reviews, business interruption insurance recovery assistance, process improvement and reengineering, tax consulting and educational seminars. The Audit Committee of each Fund also reviewed information regarding other services provided to affiliates of the Manager by Ernst & Young LLP and the fees received by Ernst & Young LLP for those services. In addition, all other fees for services provided to each Fund relating to the review of the Fund's tax returns is set forth below: TTF $2,600 MF $2,600 MSY $2,600 IIF $2,600 RNE $2,600 TKF $2,600 LDF $2,600 MSF $2,600 MSD $3,200 MGB $3,200 The Audit Committee of each Fund has considered whether the provision of non-audit services and the provision of services to affiliates of the Manager is compatible with maintaining the independence of Ernst & Young LLP. Certain Other Matters Concerning the Fund's Independent Auditors On July 5, 2000, PricewaterhouseCoopers LLP resigned as the independent accountants for each Fund. At a meeting held on June 15, 2000, the Board of Directors of each Fund, including a majority of the Directors who are not "interested persons," as defined under the 1940 Act, of each Fund acting on the recommendation of the Audit Committee of each Fund, appointed Ernst & Young LLP as independent accountants for each Fund, effective with the resignation of PricewaterhouseCoopers LLP. The appointment of Ernst & Young as independent accountants for the Fund was ratified by the stockholders of each Fund on August 1, 2000 at each Fund's reconvened annual meeting of stockholders. In connection with its audits for 1998 and 1999 and through July 5, 2000, the date of 16 PricewaterhouseCoopers LLP's resignation as the independent accountant for each Fund, there were no disagreements with PricewaterhouseCoopers LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused it to make reference thereto in its report on the financial statements of each Fund for such years. Each report of PricewaterhouseCoopers LLP on the financial statements of each Fund for such years contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. OTHER MATTERS No matter 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 Card(s) will vote thereon according to their best judgment in the interests of the Fund. STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING A stockholder's proposal intended to be presented at a Fund's Annual Meeting of Stockholders in 2002 must be received by such Fund on or before December 19, 2002, in order to be included in the Fund's proxy statement and Proxy Card relating to that meeting. Any stockholder who desires to bring a proposal at a Fund's Annual Meeting of Stockholders in 2003, without including such proposal in the Fund's proxy statement, must deliver written notice thereof to the Secretary of such Fund not before March 6, 2003 and not later than April 5, 2003, in the manner and form required by that Fund's By-Laws. MARY E. MULLIN Secretary Dated: May 1, 2002 STOCKHOLDERS OF A FUND WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING FOR THAT FUND AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD FOR THE FUND AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 17 PROXY CARD The Latin American Discovery Fund, Inc. C/O MORGAN STANLEY 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 RONALD E. ROBISON, 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 8, 2002 at the Annual Meeting of Stockholders to be held on June 6, 2002, 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 1, 2002. (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.) SEE REVERSE SIDE [X] Please mark your votes as in this sample. 1. Election of the following nominees as Directors: FOR WITHHELD [ ] [ ] Class I Nominees: Ronald E. Robison Joseph J. Kearns Michael Nugent Fergus Reid ------------------------------------------------ For all nominees except as written on line above This Proxy Card 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 matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this Proxy Card will be voted for the election of the nominees as Directors for the Fund set forth above. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT MUST SIGN. SIGNATURES(S) ----------------------------------- DATE , 2002 --------------- 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 THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ] -----END PRIVACY-ENHANCED MESSAGE-----