N-CSR 1 a2129598zn-csr.txt N-CSR [ANNOTATED FORM N-CSR FOR ANNUAL REPORTS] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-07694 ------------------------------------------------- Morgan Stanley Emerging Markets Debt Fund, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the America's 22nd Floor New York, NY 10020 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Ronald E. Robison 1221 Avenue of the Americas, 33rd Floor New York, New York 10020 -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 1-800-221-6726 ----------------------------------- Date of fiscal year end: 12/31 -------------------------------------------------------------- Date of reporting period: 12/31 -------------------------------------------------------------- ITEM 1. REPORTS TO STOCKHOLDERS. The Fund's as annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows: [Provide annual report.] MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. DIRECTORS Charles A. Fiumefreddo Michael Bozic Edwin J. Garn Wayne E. Hedien James F. Higgins Dr. Manuel H. Johnson Joseph J. Kearns Michael Nugent Philip J. Purcell Fergus Reid OFFICERS Charles A. Fiumefreddo CHAIRMAN OF THE BOARD Mitchell M. Merin PRESIDENT Ronald E. Robison EXECUTIVE VICE PRESIDENT AND PRINCIPAL EXECUTIVE OFFICER Joseph J. McAlinden VICE PRESIDENT Barry Fink VICE PRESIDENT Stefanie V. Chang VICE PRESIDENT James W. Garrett TREASURER AND CHIEF FINANCIAL OFFICER Michael J. Leary ASSISTANT TREASURER Mary E. Mullin SECRETARY INVESTMENT ADVISER Morgan Stanley Investment Management Inc. 1221 Avenue of the Americas New York, New York 10020 ADMINISTRATOR JPMorgan Investor Services Company 73 Tremont Street Boston, Massachusetts 02108 CUSTODIAN JPMorgan Chase Bank 270 Park Avenue New York, New York 10017 STOCKHOLDER SERVICING AGENT American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10030 1-(800) 278-4353 LEGAL COUNSEL Clifford Chance US LLP 200 Park Avenue New York, New York 10166 INDEPENDENT AUDITORS Ernst & Young LLP 200 Clarendon Street Boston, Massachusetts 02116 For additional Fund information, including the Fund's net asset value per share and information regarding the investments comprising the Fund's portfolio, please call 1-800-221-6726 or visit our website at www.morganstanley.com/im. (C) 2004 Morgan Stanley ANNUAL REPORT DECEMBER 31, 2003 [MORGAN STANLEY LOGO] MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY INVESTMENT MANAGEMENT INC. INVESTMENT ADVISER MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. Overview LETTER TO STOCKHOLDERS PERFORMANCE For the year ended December 31, 2003, the Morgan Stanley Emerging Markets Debt Fund, Inc. (the "Fund") had a total return, based on net asset value per share of 31.44%, compared to 25.66% for the J.P. Morgan Emerging Markets Bond Index Global (the "Index"). On December 31, 2003, the closing price of the Fund's shares on the New York Stock Exchange was $9.76, representing a 4.7% discount to the Fund's net asset value per share. FACTORS AFFECTING PERFORMANCE - By almost any measure, 2003 was a remarkable year for emerging markets debt (EMD) investors. With the exception of a brief summer respite, the market rallied from start to finish with yield spreads on the J.P. Morgan Emerging Markets Bond Index Index plummeting by more than 300 basis points versus U.S. Treasuries. Thanks to this significant yield-spread compression and attractive coupon income, the asset class generated total returns in excess of 25 percent -- one of its best years on record. - Supportive external conditions -- including strong global economic growth, rising commodity prices and ample global liquidity -- in conjunction with significant improvements in emerging markets fundamentals led to a dramatic reduction of sovereign risk and improved credit quality over the course of the year. Most remarkably, Moody's upgrade of Russia's credit-quality rating to Baa3 shifted over half of the Index's market value to investment-grade status; clearly, this represented a dramatic change from the 1998 environment when Russia's default led many to speculate about the "death" of the asset class. - Investors' EMD perceptions shifted remarkably during 2003, leading to significant new inflows into the asset class. This was perhaps the first year in which the notion that EMD could provide a diversified source of income to most fixed-income strategies gained widespread support. Improving fundamentals and a ten-year history of high returns and declining volatility attracted strategic investors in search of additional yield to meet liabilities or funding requirements. MANAGEMENT STRATEGIES - Key factors contributing to the Fund's favorable relative performance last year included overweights in Brazil, Peru and Russia, as well as an underweight to the Asian region. In addition, effective interest-rate risk management during the second half of the year aided performance. An underweight allocation to Ecuador, part of the year, detracted from relative returns. - From a country-specific standpoint, both Brazil and Ecuador generated some of the asset class' best returns last year. In both cases, the newly elected presidents pleasantly surprised deeply skeptical investors with their ability to implement reasonable policies. In Brazil, President Lula adhered to cautious fiscal and monetary policies and negotiated approval of crucial structural reforms with the Brazilian congress. In Ecuador, President Gutierrez's adherence to International Monetary Fund commitments -- albeit with hiccups -- allowed his nation to benefit from higher oil production and prices. Better-than-expected economic performance and favorable external conditions led the value of Brazilian and Ecuadorian assets to increase by almost 70 percent and 100 percent, respectively, during 2003. Sincerely, /s/ Ronald E. Robison Ronald E. Robison Executive Vice President and Principal Executive Officer January 2004 2 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. STATEMENT OF NET ASSETS December 31, 2003 STATEMENT OF NET ASSETS (SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENTS)
FACE AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- DEBT INSTRUMENTS (100.0%) ARGENTINA (1.1%) SOVEREIGN (1.1%) Republic of Argentina 2.063%, 3/31/23 $ 1,790 (d) $ 895 76.953%, 4/10/05 4,290 (d) 1,437 Republic of Argentina Par Bond 6.00%, 3/31/23 644 (d) 319 -------------------------------------------------------------------------------- 2,651 ================================================================================ BRAZIL (24.8%) SOVEREIGN (24.8%) Federative Republic of Brazil 8.875%, 4/15/24 13,980 (a) 13,648 11.00%, 8/17/40 14,370 15,879 11.25%, 7/26/07 5,340 6,274 12.25%, 3/6/30 4,200 5,250 14.50%, 10/15/09 7,500 9,844 Federative Republic of Brazil, PIK 8.00%, 4/15/14 7,438 (a) 7,354 -------------------------------------------------------------------------------- 58,249 ================================================================================ BULGARIA (1.6%) SOVEREIGN (1.6%) Republic of Bulgaria 8.25%, 1/15/15 3,189 3,765 ================================================================================ CHILE (2.0%) CORPORATE (2.0%) Empresa Nacional de Petroleo 6.75%, 11/15/12 4,170 (b) 4,599 ================================================================================ COLOMBIA (1.5%) SOVEREIGN (1.5%) Republic of Colombia 9.75%, 4/9/11 3,133 3,572 ================================================================================ DOMINICAN REPUBLIC (0.7%) SOVEREIGN (0.7%) Dominican Republic 9.04%, 1/23/13 2,140 1,594 ================================================================================ ECUADOR (4.6%) SOVEREIGN (4.6%) Republic of Ecuador 7.00%, 8/15/30 13,980 (c) 10,835 ================================================================================ INDIA (0.0%) CORPORATE (0.0%) Surashtra Cement and Chemical Ltd. 19.00% INR 30,000 (d)(f) --@ ================================================================================ INDONESIA (2.0%) CORPORATE (2.0%) Pindo Deli Finance (Mauritius) 10.75%, 10/1/07 $ 11,610 (b)(d) $ 2,438 Tjiwi Kimia Finance Mauritius Ltd. 10.00%, 8/1/04 1,630 (d) 530 Tjiwi Kimia International Global Bond 13.25%, 8/1/49 4,990 (d) 1,622 -------------------------------------------------------------------------------- 4,590 ================================================================================ IVORY COAST (0.1%) SOVEREIGN (0.1%) Republic of Ivory Coast 2.00%, 3/29/18 2,045 327 ================================================================================ MALAYSIA (1.5%) SOVEREIGN (1.5%) Government of Malaysia 7.50%, 7/15/11 3,060 3,628 ================================================================================ MEXICO (20.7%) CORPORATE (6.2%) Pemex Project Funding Master Trust 2.95%, 10/15/09 2,410 (b)(g) 2,464 9.125%, 10/13/10 4,040 4,818 Petroleos Mexicanos 9.50%, 9/15/27 2,700 3,227 Petroleos Mexicanos (Registered) 8.625%, 12/1/23 1,740 1,918 Satelites Mexicanos SA de CV, 'B' 10.125%, 11/1/04 4,433 (d) 2,017 -------------------------------------------------------------------------------- 14,444 -------------------------------------------------------------------------------- SOVEREIGN (14.5%) United Mexican States 8.375%, 1/14/11 7,080 8,425 10.375%, 2/17/09 1,510 1,918 11.375%, 9/15/16 16,680 23,685 -------------------------------------------------------------------------------- 34,028 -------------------------------------------------------------------------------- 48,472 ================================================================================ NIGERIA (1.1%) SOVEREIGN (1.1%) Central Bank of Nigeria Par Bond 6.25%, 11/15/20 3,000 (c) 2,670 ================================================================================ PANAMA (1.6%) SOVEREIGN (1.6%) Republic of Panama 9.375%, 4/1/29 1,890 2,136 9.625%, 2/8/11 1,370 1,589 -------------------------------------------------------------------------------- 3,725 ================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 3 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. STATEMENT OF NET ASSETS December 31, 2003 STATEMENT OF NET ASSETS (CONT'D)
FACE AMOUNT VALUE (000) (000) -------------------------------------------------------------------------------- PERU (3.2%) SOVEREIGN (3.2%) Republic of Peru 8.75%, 11/21/33 $ 2,360 $ 2,372 9.875%, 2/6/15 4,320 5,033 -------------------------------------------------------------------------------- 7,405 ================================================================================ PHILIPPINES (1.7%) SOVEREIGN (1.7%) Republic of Philippines 9.375%, 1/18/17 3,686 3,990 ================================================================================ QATAR (0.8%) SOVEREIGN (0.8%) State of Qatar 9.75%, 6/15/30 1,260 1,783 ================================================================================ RUSSIA (20.6%) SOVEREIGN (20.6%) Russian Federation 5.00%, 3/31/30 25,885 (c) 25,044 5.00%, 3/31/30 4,684 (b)(c) 4,532 8.25%, 3/31/10 3,760 4,202 11.00%, 7/24/18 7,051 9,501 12.75%, 6/24/28 3,120 4,968 -------------------------------------------------------------------------------- 48,247 ================================================================================ SOUTH AFRICA (1.9%) SOVEREIGN (1.9%) Republic of South Africa 8.50%, 6/23/17 3,630 4,347 ================================================================================ SOUTH KOREA (0.6%) SOVEREIGN (0.6%) Republic of Korea 4.25%, 6/1/13 1,525 1,476 ================================================================================ TUNISIA (0.4%) CORPORATE (0.4%) Banque Centrale de Tunisie 7.375%, 4/25/12 750 846 ================================================================================ TURKEY (2.9%) SOVEREIGN (2.9%) Republic of Turkey 11.50%, 1/23/12 2,890 3,692 11.75%, 6/15/10 1,110 1,410 12.375%, 6/15/09 1,380 1,773 -------------------------------------------------------------------------------- 6,875 ================================================================================ UKRAINE (1.0%) SOVEREIGN (1.0%) Ukraine Government 11.00%, 3/15/07 2,202 2,460 ================================================================================ VENEZUELA (3.6%) SOVEREIGN (3.6%) Republic of Venezuela 9.25%, 9/15/27 $ 2,820 $ 2,580 10.75%, 9/19/13 5,420 (b) 5,813 -------------------------------------------------------------------------------- 8,393 ================================================================================ TOTAL DEBT INSTRUMENTS (Cost $218,659) 234,499 ================================================================================ NO. OF WARRANTS -------------------------------------------------------------------------------- WARRANTS (0.0%) COLOMBIA (0.0%) Occidente y Caribe Celular, expiring 3/15/04 69,200 (e)(f) --@ ================================================================================ NIGERIA (0.0%) Central Bank of Nigeria, expiring 11/15/20 8,750 (e)(f) --@ ================================================================================ VENEZUELA (0.0%) Republic of Venezuela Oil- Linked Payment Obligation 0.00%, 4/15/20 11,350 (e)(g) --@ -------------------------------------------------------------------------------- TOTAL WARRANTS (Cost $44) --@ ================================================================================ FACE AMOUNT (000) -------------------------------------------------------------------------------- FOREIGN CURRENCY ON DEPOSIT WITH CUSTODIAN (0.0%) Euro EUR 46 58 Indian Rupee INR --@ --@ -------------------------------------------------------------------------------- TOTAL FOREIGN CURRENCIES (Cost $54) 58 ================================================================================ TOTAL INVESTMENTS (100.0%) (Cost $218,757) 234,557 ================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 4 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. STATEMENT OF NET ASSETS December 31, 2003 STATEMENT OF NET ASSETS (CONT'D)
AMOUNT AMOUNT (000) (000) -------------------------------------------------------------------------------- OTHER ASSETS Cash $ 5 Interest Receivable 5,212 Due from Broker 1,783 Other 8 $ 7,008 ================================================================================ LIABILITIES Payable For: Dividends Declared (5,984) Reverse Repurchase Agreements (9,440) Investment Advisory Fees (193) Directors' Fees and Expenses (83) Custodian Fees (10) Administrative Fees (11) Other Liabilities (60) (15,781) ================================================================================ NET ASSETS Applicable to 22,046,681, issued and outstanding $ 0.01 par value shares (100,000,000 shares authorized) $ 225,784 ================================================================================ NET ASSET VALUE PER SHARE $ 10.24 ================================================================================ AT DECEMBER 31, 2003, NET ASSETS CONSISTED OF: Common Stock $ 220 Paid-in Capital 279,066 Undistributed (Distributions in Excess of) Net Investment Income (523) Accumulated Net Realized Gain (Loss) (67,880) Unrealized Appreciation (Depreciation) on Investments, Futures and Foreign Currency Translations 14,901 ================================================================================ TOTAL NET ASSETS $ 225,784 ================================================================================
(a) -- Denotes all or a portion of securities subject to repurchase under the Reverse Repurchase Agreements as of December 31, 2003. See note A-3 to financial statements (b) -- 144A Security - Certain conditions for public sale may exist. (c) -- Step Bond - coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2003. Maturity date disclosed is ultimate maturity. (d) -- Security is in default. (e) -- Non-income producing. (f) -- Securities valued at fair value - see note A-1 to financial statements. At December 31, 2003, the Fund held less than $500 of fair-valued securities representing less than 0.05% of net assets. (g) -- Variable/floating rate security - rate disclosed is as of December 31, 2003. @ -- Face Amount/Value is less than $500. PIK -- Payment-in-Kind. Income may be paid in additional securities or cash at the discretion of the issuer. FUTURES CONTRACTS: The Fund had the following futures contract(s) open at period end:
NET UNREALIZED NUMBER APPRECIATION OF VALUE EXPIRATION (DEPRECIATION) CONTRACTS (000) DATE (000) -------------------------------------------------------------------------------- SHORT: 5 Year U.S. Treasury Note 869 $ 97,002 March-04 $ (720) 10 Year U.S. Treasury Note 215 $ 24,137 March-04 (184) -------------------------------------------------------------------------------- $ (904) ================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 5 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. Financial Statements STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003 (000) -------------------------------------------------------------------------------- INVESTMENT INCOME Interest $ 19,588 ================================================================================ EXPENSES Investment Advisory Fees 2,113 Professional Fees 107 Interest Expense on Reverse Repurchase Agreements 96 Administrative Fees 76 Custodian Fees 56 Country Tax Expense 42 Directors' Fees and Expenses 25 Stockholder Reporting Expenses 23 Stockholder Servicing Agent 17 Other Expenses 78 ================================================================================ TOTAL EXPENSES 2,633 ================================================================================ NET INVESTMENT INCOME 16,955 ================================================================================ NET REALIZED GAIN (LOSS) ON: Investments 26,492 Foreign Currency Transactions (64) Futures (1,537) ================================================================================ NET REALIZED GAIN (LOSS) 24,891 ================================================================================ CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON: Investments 14,734 Foreign Currency Translations (1) Futures (537) ================================================================================ CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) 14,196 ================================================================================ NET REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) 39,087 ================================================================================ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 56,042 ================================================================================
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 (000) (000) -------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS Operations: Net Investment Income $ 16,955 $ 14,837 Net Realized Gain (Loss) 24,891 4,226 Change in Unrealized Appreciation (Depreciation) 14,196 (117) ================================================================================ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 56,042 18,946 ================================================================================ Distributions from and/or in excess of: Net Investment Income (16,566) (14,551) ================================================================================ TOTAL INCREASE (DECREASE) 39,476 4,395 ================================================================================ Net Assets: Beginning of Period 186,308 181,913 ================================================================================ END OF PERIOD (INCLUDING UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF) NET INVESTMENT INCOME OF $(523) AND $(892), RESPECTIVELY) $ 225,784 $ 186,308 ================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 6 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. Financial Statements STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2003 (000) -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Proceeds from Sales and Maturities of Long-Term Investments $ 405,478 Purchases of Long-Term Investments (407,551) Net (Increase) Decrease in Short-Term Investments 1,803 Net (Increase) Decrease in Foreign Currency Holdings (58) Net Realized Gain (Loss) on Foreign Currency Translations (64) Net Realized Gain (Loss) on Futures Contracts (1,537) Net Investment Income 16,955 ADJUSTMENTS TO RECONCILE NET INVESTMENT INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net (Increase) Decrease in Receivables Related to Operations (1,237) Net Increase (Decrease) in Payables Related to Operations (23) Accretion/Amortization of Discounts and Premiums (2,186) -------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 11,580 -------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash Received for Reverse Repurchase Agreements 478,146 Cash Paid for Reverse Repurchase Agreements (476,109) Cash Distributions Paid (13,889) -------------------------------------------------------------------------------- Net Cash Used for Financing Activities (11,852) -------------------------------------------------------------------------------- Net Increase (Decrease) in Cash (272) CASH AT BEGINNING OF PERIOD 277 -------------------------------------------------------------------------------- CASH AT END OF PERIOD $ 5 ================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 7 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. Financial Highlights SELECTED PER SHARE DATA AND RATIOS
YEAR ENDED DECEMBER 31, -------------------------------------------------------------- 2003 2002 2001 2000 1999 ------------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF PERIOD $ 8.45 $ 8.25 $ 8.22 $ 8.36 $ 7.01 ------------------------------------------------------------------------------------------------------------------------ Net Investment Income 0.77+ 0.67+ 0.80 1.23 1.09 Net Realized and Unrealized Gain (Loss) on Investments 1.77 0.19 0.08 (0.29) 1.27 ------------------------------------------------------------------------------------------------------------------------ Total from Investment Operations 2.54 0.86 0.88 0.94 2.36 ------------------------------------------------------------------------------------------------------------------------ Distributions from and/or in excess of: Net Investment Income (0.75) (0.66) (0.85) (1.08) (1.01) ------------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, END OF PERIOD $ 10.24 $ 8.45 $ 8.25 $ 8.22 $ 8.36 ======================================================================================================================== PER SHARE MARKET VALUE, END OF PERIOD $ 9.76 $ 7.55 $ 7.40 $ 6.88 $ 6.81 ======================================================================================================================== TOTAL INVESTMENT RETURN: Market Value 40.21% 11.11% 20.65% 16.49% 8.55% Net Asset Value (1) 31.44% 11.54% 12.50% 13.50% 36.58% ======================================================================================================================== RATIOS, SUPPLEMENTAL DATA: NET ASSETS, END OF PERIOD (THOUSANDS) $ 225,784 $ 186,308 $ 181,913 $ 181,134 $ 184,269 ------------------------------------------------------------------------------------------------------------------------ Ratio of Expenses to Average Net Assets 1.25% 1.34% 1.61% 2.32% 2.28% Ratio of Expenses Excluding Interest Expense to Average Net Assets 1.20% 1.29% 1.41% 1.34% 1.35% Ratio of Net Investment Income to Average Net Assets 8.04% 8.11% 9.73% 14.31% 14.53% Portfolio Turnover Rate 187% 149% 233% 272% 178% ------------------------------------------------------------------------------------------------------------------------
(1) Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested. This percentage is not an indication of the performance of a stockholder's investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund. + Per share amounts are based on average shares outstanding. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 8 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. December 31, 2003 NOTES TO FINANCIAL STATEMENTS Morgan Stanley Emerging Markets Debt Fund, Inc. (the "Fund") was incorporated in Maryland on May 6, 1993, and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. The Fund's primary investment objective is to produce high current income and as a secondary objective, to seek capital appreciation, through investments primarily in debt securities. A. ACCOUNTING POLICIES: The following significant accounting policies are in conformity with accounting principles generally accepted in the United States. Such policies are consistently followed by the Fund in the preparation of its financial statements. Accounting principles generally accepted in the United States may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates. 1. SECURITY VALUATION: Equity securities listed on a U.S. exchange are valued at the latest quoted sales price on the valuation date. Equity securities listed or traded on NASDAQ, for which market quotations are available, are valued at the NASDAQ Official Closing Price. Securities listed on a foreign exchange are valued at their closing price. Unlisted securities and listed securities not traded on the valuation date for which market quotations are readily available are valued at the mean between the current bid and asked prices obtained from reputable brokers. Bonds and other fixed income securities may be valued according to the broadest and most representative market. In addition, bonds and other fixed income securities may be valued on the basis of prices provided by a pricing service. The prices provided by a pricing service take into account broker dealer market price quotations for institutional size trading in similar groups of securities, security quality, maturity, coupon and other security characteristics as well as any developments related to the specific securities. Debt securities purchased with remaining maturities of 60 days or less are valued at amortized cost, if it approximates value. All other securities and investments for which market values are not readily available, including restricted securities, and those securities for which it is inappropriate to determine prices in accordance with the aforementioned procedures, are valued at fair value as determined in good faith under procedures adopted by the Board of Directors, although the actual calculations may be done by others. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances. Most foreign markets close before the New York Stock Exchange (NYSE). Occasionally, developments that could affect the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If these developments are expected to materially affect the value of the securities, the valuations may be adjusted to reflect the estimated fair value as of the close of the NYSE, as determined in good faith under procedures established by the Board of Directors. 2. REPURCHASE AGREEMENTS: The Fund may enter into repurchase agreements under which the Fund lends excess cash and takes possession of securities with an agreement that the counterparty will repurchase such securities. In connection with transactions in repurchase agreements, a bank as custodian for the Fund takes possession of the underlying securities (collateral), with a market value at least equal to the amount of the repurchase transaction, including principal and accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to determine the adequacy of the collateral. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. In the event of default or bankruptcy by the counterparty to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. 3. REVERSE REPURCHASE AGREEMENTS: The Fund may enter into reverse repurchase agreements with institutions that the Fund's investment adviser has determined are creditworthy. Under a reverse repurchase agreement, the Fund sells securities and agrees to repurchase them at a mutually agreed upon date and price. Reverse repurchase agreements involve the risk that the market value of the securities purchased with the proceeds from the sale of securities received by the Fund may decline below the price of the securities the Fund 9 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. December 31, 2003 NOTES TO FINANCIAL STATEMENTS (CONT'D) is obligated to repurchase. Reverse repurchase agreements also involve credit risk with the counterparty to the extent that the value of securities subject to repurchase exceed the Fund's liability under the reverse repurchase agreement. Securities subject to repurchase under reverse repurchase agreements, if any, are designated as such in the Statement of Net Assets. At December 31, 2003, the Fund had reverse repurchase agreements outstanding with Lehman Brothers as follows:
MATURITY IN LESS THAN 365 DAYS --------------------------------------------------------------------------- Value of Securities Subject to Repurchase $ 9,435,000 Liability Under Reverse Repurchase Agreement $ 9,440,000 Weighted Average Days to Maturity 6
The weighted average weekly balance of reverse repurchase agreements outstanding during the year ended December 31, 2003, was approximately $8,027,000 at a weekly weighted average interest rate of 1.14%. 4. FOREIGN CURRENCY TRANSLATION: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the mean of the bid and asked prices of such currencies against U.S. dollars last quoted by a major bank as follows: - investments, other assets and liabilities at the prevailing rates of exchange on the valuation date; - investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions. Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of the securities held at period end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) due to securities transactions are included in the reported net realized and unrealized gains (losses) on investment transactions and balances. Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) on investments and foreign currency translations in the Statement of Net Assets. The change in net unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations. A significant portion of the Fund's net assets consist of securities of issuers located in emerging markets or which are denominated in foreign currencies. Such investments may be concentrated in a limited number of countries and regions and may vary throughout the year. Changes in currency exchange rates will affect the value of and investment income from foreign currency denominated securities. Emerging market securities are often subject to greater price volatility, limited capitalization and liquidity, and higher rates of inflation than U.S. securities. In addition, emerging market securities may be subject to substantial governmental involvement in the economy and greater social, economic and political uncertainty. The Fund may use derivatives to achieve its investment objectives. The Fund may engage in transactions in futures contracts on foreign currencies, stock indices, as well as in options, swaps and structured notes. Consistent with the Fund's investment objectives and policies, the Fund may use derivatives for non-hedging as well as hedging purposes. Following is a description of derivative instruments that the Fund has utilized and their associated risks: 5. FOREIGN CURRENCY EXCHANGE CONTRACTS: The Fund may enter into foreign currency exchange contracts generally to attempt to protect securities and related receivables and payables against changes in future foreign exchange rates and, in certain situations, to gain exposure to a foreign currency. A foreign currency exchange contract is an agreement between two parties to buy or sell currency at a set price on a future date. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked-to-market daily and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund records realized gains or losses when the contract is 10 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. December 31, 2003 NOTES TO FINANCIAL STATEMENTS (CONT'D) closed equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and is generally limited to the amount of unrealized gain on the contracts, if any, at the date of default. Risks may also arise from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. 6. STRUCTURED SECURITIES: The Fund may invest in interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of sovereign debt obligations. This type of restructuring involves the deposit with or purchase by an entity of specified instruments and the issuance by that entity of one or more classes of securities ("Structured Securities") backed by, or representing interests in, the underlying instruments. Structured Securities generally will expose the Fund to credit risks of the underlying instruments as well as of the issuer of the Structured Security. Structured Securities are typically sold in private placement transactions with no active trading market. Investments in Structured Securities may be more volatile than their underlying instruments, however, any loss is limited to the amount of the original investment. 7. FUTURES: The Fund may purchase and sell futures contracts. Futures contracts provide for the sale by one party and purchase by another party of a specified amount of a specified security, index, instrument or basket of instruments. Futures contracts (secured by cash, government or other liquid securities deposited with brokers or custodians as "initial margin") are valued based upon their quoted daily settlement prices; changes in initial settlement value (represented by cash paid to or received from brokers as "variation margin") are accounted for as unrealized appreciation (depreciation). When futures contracts are closed, the difference between the opening value at the date of purchase and the value at closing is recorded as realized gains or losses in the Statement of Operations. The Fund may use futures contracts in order to manage its exposure to the stock and bond markets, to hedge against unfavorable changes in the value of securities or to remain fully invested and to reduce transaction costs. Futures contracts involve market risk in excess of the amounts recognized in the Statement of Net Assets. Risks arise from the possible movements in security values underlying these instruments. The change in value of futures contracts primarily corresponds with the value of their underlying instruments, which may not correlate with the change in value of the hedged investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. 8. OVER-THE-COUNTER TRADING: Securities and other derivative instruments that may be purchased or sold by the Fund may consist of instruments not traded on an exchange. The risk of nonperformance by the obligor on such an instrument may be greater, and the ease with which the Fund can dispose of or enter into closing transactions with respect to such an instrument may be less, than in the case of an exchange-traded instrument. In addition, significant disparities may exist between bid and asked prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges are also not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. 9. OTHER: Security transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on the sale of investment securities are determined on the specific identified cost basis. Interest income is recognized on the accrual basis and discounts and premiums on investments purchased are accreted or amortized in accordance with the effective yield method over their respective lives, except where collection is in doubt. Distributions to stockholders are recorded on the ex-dividend date. B. ADVISER: Morgan Stanley Investment Management Inc. (the "Adviser") provides investment advisory services to the Fund under the terms of an Investment Advisory and Management Agreement (the "Agreement"). Under the Agreement, the Adviser is paid a fee computed weekly and payable monthly at an annual rate of 1.00% of the Fund's average weekly net assets. C. ADMINISTRATOR: JPMorgan Chase Bank, through its corporate affiliate J.P. Morgan Investor Services Co. (the "Administrator"), provides administrative services to the Fund under an Administration Agreement. The Administrator is paid a fee computed weekly and payable monthly at an annual rate of 0.02435% of the Fund's average weekly net assets, plus $24,000 per annum. In addition, the Fund is charged for certain out-of-pocket expenses incurred by the Administrator on its behalf. An employee of the administrator is an Officer of the fund. D. CUSTODIAN: JPMorgan Chase Bank and its affiliates serve as custodian for the Fund. Custody fees are payable monthly 11 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. December 31, 2003 NOTES TO FINANCIAL STATEMENTS (CONT'D) based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses. E. FEDERAL INCOME TAXES: It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required in the financial statements. Dividend income and distributions to stockholders are recorded on the ex-dividend date. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. The tax character of distributions paid may differ from the character of distributions shown on the Statement of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during 2003 and 2002 were as follows:
2003 DISTRIBUTIONS 2002 DISTRIBUTIONS PAID FROM: PAID FROM: (000) (000) --------------------------------------- --------------------------------------- LONG-TERM LONG-TERM ORDINARY CAPITAL ORDINARY CAPITAL INCOME GAIN INCOME GAIN --------------------------------------- --------------------------------------- $ 16,566 $ -- $ 14,551 $ --
The amount and character of income and capital gain distributions to be paid by the Fund are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States. The book/tax differences are considered either temporary or permanent in nature. Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains and losses on certain investment transactions and the timing of the deductibility of certain expenses. Permanent book and tax basis differences may result in reclassifications among undistributed (distributions in excess of) net investment income (or accumulated net investment loss), accumulated net realized gain (loss) and paid-in capital. At December 31, 2003, the components of distributable earnings on a tax basis were as follows:
UNDISTRIBUTED UNDISTRIBUTED ORDINARY INCOME LONG-TERM CAPITAL GAIN (000) (000) -------------------------------------------------------------------------------- $ 176 $ -- --------------------------------------------------------------------------------
At December 31, 2003, the U.S. Federal income tax cost basis of securities was approximately $218,760,000 and, accordingly, net unrealized appreciation for U.S. Federal income tax purposes was $15,739,000 of which $20,509,000 related to appreciated securities and $4,770,000 related to depreciated securities. At December 31, 2003, the Fund had a capital loss carryforward for U.S. Federal income tax purposes of approximately $69,415,000 available to offset future capital gains, of which $52,822,000 will expire on December 31, 2006, $13,135,000 will expire on December 31, 2007 and $3,458,000 will expire on December 31, 2009. During the year ended December 31, 2003, the Fund utilized capital loss carryforwards for U.S. Federal income tax purposes of $23,417,000. To the extent that capital loss carryforwards are used to offset any future capital gains realized during the carryover period as provided by U.S. Federal income tax regulations, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the stockholders. Net capital and currency losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Fund's next taxable year. For the year ended December 31, 2003, the Fund did not defer any post-October losses to January 1, 2004, for U.S. Federal income tax purposes. F. OTHER: During the year ended December 31, 2003, the Fund made purchases and sales totaling approximately $399,894,000 and $402,030,000 respectively, of investment securities other than long-term U.S. Government securities, purchased options and short-term investments. There were no purchases or sales of long-term U.S. Government securities. These investments may be traded by one market maker who may also be utilized by the Fund to provide pricing information used to value such securities. The amounts which will be realized upon disposition of the securities may differ from the value reflected on the Statement of Net Assets and the differences could be material. On December 15, 2003, the Board of Directors declared a distribution of $0.2714 per share, derive from net investment income, payable on January 9, 2004, to stockholders of record on December 24, 2003. 12 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. December 31, 2003 INDEPENDENT AUDITORS' REPORT TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. We have audited the accompanying statement of net assets of Morgan Stanley Emerging Markets Debt Fund, Inc. (the "Fund") as of December 31, 2003, and the related statements of operations and cash flows for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended December 31, 1999 were audited by other auditors whose report, dated February 18, 2000, expressed an unqualified opinion on those financial highlights. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2003 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Morgan Stanley Emerging Markets Debt Fund, Inc. at December 31, 2003, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Boston, Massachusetts February 11, 2004 13 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. Overview DIRECTOR AND OFFICER INFORMATION (UNAUDITED) INDEPENDENT DIRECTORS:
NUMBER OF PORTFOLIOS IN TERM OF FUND OFFICE AND COMPLEX POSITION(S) LENGTH OF OVERSEEN NAME, AGE AND ADDRESS OF HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING BY OTHER DIRECTORSHIPS DIRECTOR REGISTRANT SERVED* PAST 5 YEARS DIRECTOR** HELD BY DIRECTOR --------------------------- ----------- ---------- ---------------------------------------- ------------- --------------------- Michael Bozic (62) Director Director Retired; Director or Trustee of the 208 Director of Weirton c/o Kramer Levin Naftalis & since 2003 Retail Funds and the Institutional Steel Corporation. Frankel LLP Funds; formerly Vice Chairman of Kmart Counsel to the Independent Corporation, Chairman and Chief Directors Executive Officer of Levitz Furniture 919 Third Avenue Corporation and President and Chief New York, NY 10022 Executive Officer of Hills Department Stores; formerly variously Chairman, Chief Executive Officer, President and Chief Operating Officer of the Sears Merchandise Group of Sears, Roebuck & Co. Edwin J. Garn (71) Director Director Director or Trustee of the Retail Funds 208 Director of Franklin Summit Ventures LLC since 2003 and the Institutional Funds; member of Covey (time One Utah Center the Utah Regional Advisory Board of management systems), 201 South Main Street Pacific Corp.; formerly United States BMW Bank of North Salt Lake City, UT 84111 Senator (R-Utah) and Chairman, Senate America, Inc. Banking Committee, Mayor of Salt Lake (industrial loan City, Utah, Astronaut, Space Shuttle corporation), United Discovery and Vice Chairman, Huntsman Space Alliance Corporation (chemical company). (joint venture between Lockheed Martin and The Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member of the board of various civic and charitable organizations. Wayne E. Hedien (69) Director Director Retired; Director or Trustee of the 208 Director of the PMI WEH Associates since 2003 Retail Funds and the Institutional Group Inc. (private 5750 Old Orchard Road Funds; formerly associated with the mortgage Suite 530 Allstate Companies, most recently as insurance); Trustee Skokie, IL 60077 Chairman of The Allstate Corporation and and Vice Chairman of Chairman and Chief Executive Officer of the Field Museum of its wholly-owned subsidiary, Allstate Natural History; Insurance Company. director of various other business and charitable organizations. Dr. Manuel H. Johnson (54) Director Director Chairman of the Audit Committee and 208 Director of NVR, Johnson Smick since 2003 Director or Trustee of the Retail Funds Inc. (home International, Inc. and the Institutional Funds; Senior construction); 2099 Pennsylvania Avenue, Partner, Johnson Smick International, Chairman and Trustee NW Suite 950 Inc. (consulting firm); Co-Chairman and a of the Financial Washington, D.C. 20006 founder of the Group of Seven Council Accounting (G7C), an international economic Foundation commission; formerly Vice Chairman of (oversight the Board of Governors of the Federal organization of the Reserve System and Assistant Secretary Financial Accounting of the U.S. Treasury. Standards Board); Director of RBS Greenwich Capital Holdings (financial holdings company). Joseph J. Kearns (61) Director Director Deputy Chairman of the Audit Committee 209 Director of Electro Kearns & Associates LLC since 1994 and Director or Trustee of the Retail Rent Corporation PMB754 Funds and the Institutional Funds; (equipment leasing), 23852 Pacific Coast Hwy. previously Chairman of the Audit The Ford Family Malibu, CA 90265 Committee of the Institutional Funds; Foundation and the President, Kearns & Associates LLC UCLA Foundation. (investment consulting); formerly CFO of The J. Paul Getty Trust. Michael Nugent (67) Director Director Chairman of the Insurance Committee and 209 Director of various Triumph Capital, L.P. since 2001 Director or Trustee of the Retail Funds business 445 Park Avenue, 10th Floor and the Institutional Funds; General organizations. New York, NY 10022 Partner of Triumph Capital, L.P., (private investment partnership); formerly Vice President, Bankers Trust Company and BT Capital Corporation. Fergus Reid (71) Director Director Chairman of the Governance Committee and 209 Trustee and Director Lumelite Plastics since 2001 Director or Trustee of the Retail Funds of certain investment 85 Charles Coleman Blvd. and the Institutional Funds; Chairman of companies in the Pawling, NY 12564 Lumelite Plastics Corporation. JPMorgan Funds complex managed by JP Morgan Investment Management Inc.
14 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. Overview DIRECTOR AND OFFICER INFORMATION (CONT'D) INTERESTED DIRECTORS:
TERM OF NUMBER OF OFFICE AND PORTFOLIOS IN POSITION(S) LENGTH OF FUND COMPLEX NAME, AGE AND ADDRESS OF HELD WITH TIME PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS DIRECTOR REGISTRANT SERVED* PAST 5 YEARS DIRECTOR** HELD BY DIRECTOR --------------------------- ----------- ---------- ---------------------------------------- ------------- --------------------- Charles A. Fiumefreddo (70) Chairman and Chairman Chairman and Director or Trustee of the 208 None Morgan Stanley Funds Director and Retail Funds and the Institutional Harborside Financial Center Director Funds; formerly Chief Executive Officer Plaza Two 3rd Floor since 2003 of the Retail Funds. Jersey City, NJ 07311 James F. Higgins (55) Director Director Director or Trustee of the Retail Funds 208 Director of AXA Morgan Stanley since 2003 and the Institutional Funds; Senior Financial, Inc. and Harborside Financial Center Advisor of Morgan Stanley; Director of The Equitable Life Plaza Two 2nd Floor Morgan Stanley Distributors Inc. and Assurance Society of Jersey City, NJ 07311 Dean Witter Realty Inc.; previously the United States President and Chief Operating Officer of (financial services). the Private Client Group of Morgan Stanley and President and Chief Operating Officer of Individual Securities of Morgan Stanley. Philip J. Purcell (60) Director Director Director or Trustee of the Retail Funds 208 Director of American Morgan Stanley since 2003 and the Institutional Funds; Chairman of Airlines, Inc. and 1585 Broadway 39th Floor the Board of Directors and Chief its parent company, New York, NY 10036 Executive Officer of Morgan Stanley and AMR Corporation. Morgan Stanley DW Inc.; Director of Morgan Stanley Distributors Inc.; Chairman of the Board of Directors and Chief Executive Officer of Novus Credit Services Inc.; Director and/or officer of various Morgan Stanley subsidiaries.
* Each Director serves an indefinite term, until his or her successor is elected. ** The Fund Complex includes all funds advised by Morgan Stanley Investment Management Inc. and any funds that have an investment adviser that is an affiliated entity of Morgan Stanley Investment Management Inc. (including, but not limited to, Morgan Stanley Investment Advisors Inc. and Van Kampen Asset Management Inc.). *** Additionally, a description of the Fund's proxy voting policies and procedures is available without charge at our website at www.morganstanley.com/im/legal, at the SEC's website at www.sec.gov or by calling 1(800) 281-2715. 15 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. Overview DIRECTOR AND OFFICER INFORMATION (CONT'D) OFFICERS:
TERM OF OFFICE AND POSITION(S) HELD LENGTH OF TIME NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER WITH REGISTRANT SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS ------------------------------------------ ---------------- ------------------ ---------------------------------------------- Mitchell M. Merin (50) President President since President and Chief Operating Officer of Morgan Stanley Investment Management Inc. 2003 Morgan Stanley Investment Management Inc.; 1221 Avenue of the Americas 33rd Floor President, Director and Chief Executive New York, NY 10020 Officer of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc.; Chairman, Chief Executive Officer and Director of Morgan Stanley Distributors Inc.; Chairman and Director of Morgan Stanley Trust; Director of various Morgan Stanley subsidiaries; President of the Institutional Funds and the Retail Funds; Trustee and President of the Van Kampen Open-End and Closed-End funds. Ronald E. Robison (64) Executive Vice Executive Vice Chief Global Operations Officer and Managing Morgan Stanley Investment Management Inc. President and President and Director of Morgan Stanley Investment 1221 Avenue of the Americas 33rd Floor Principal Principal Management Inc.; Managing Director of Morgan New York, NY 10020 Executive Executive Officer Stanley & Co. Incorporated; Managing Director Officer since 2003 of Morgan Stanley; Managing Director, Chief Administrative Officer and Director of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc.; Chief Executive Officer and Director of Morgan Stanley Trust; Executive Vice President and Principal Executive Officer of the Institutional Funds and the Retail Funds; previously President and Director of the Institutional Funds. Barry Fink (48) Vice President Vice President General Counsel and Managing Director of Morgan Stanley Investment Management Inc. since 2003 Morgan Stanley Investment Management; 1221 Avenue of the Americas 22nd Floor Managing Director, Secretary and Director of New York, NY 10020 Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc.; Assistant Secretary of Morgan Stanley DW Inc.; Vice President and General Counsel of the Retail Funds; Vice President of the Institutional Funds; Vice President and Secretary of Morgan Stanley Distributors Inc.; previously Secretary of the Retail Funds; previously Vice President and Assistant General Counsel of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. Joseph J. McAlinden (60) Vice President Vice President Managing Director and Chief Investment Officer Morgan Stanley Investment Management Inc. since 2003 of Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas 33rdFloor and Morgan Stanley Investment Management New York, NY 10020 Inc.; Director of Morgan Stanley Trust, Chief Investment Officer of the Van Kampen Funds; Vice President of the Institutional Funds and the Retail Funds. Stefanie V. Chang (36) Vice President Vice President Executive Director of Morgan Stanley & Co. Morgan Stanley Investment Management Inc. since 2001 Incorporated and Morgan Stanley Investment 1221 Avenue of the Americas 22nd Floor Management Inc.; Vice President of the New York, NY 10020 Institutional Funds and the Retail Funds; formerly practiced law with the New York law firm of Rogers & Wells (now Clifford Chance US LLP). James W. Garrett (34) Treasurer and Treasurer since Executive Director of Morgan Stanley & Co. Morgan Stanley Investment Management Inc. Chief Financial 2002 Incorporated and Morgan Stanley Investment 1221 Avenue of the Americas 34th Floor Officer CFO since 2003 Management Inc.; Treasurer and Chief New York, NY 10020 Financial Officer of the Institutional Funds; previously with Price Waterhouse LLP (now PricewaterhouseCoopers LLP). Michael J. Leary (37) Assistant Assistant Assistant Director and Vice President of Fund J.P. Morgan Investor Services Co. Treasurer Treasurer since Administration, J.P. Morgan Investor Services 73 Tremont Street 2003 Co. (formerly Chase Global Funds Company); Boston, MA 02108 formerly Audit Manager at Ernst & Young LLP. Mary E. Mullin (36) Secretary Secretary since Executive Director of Morgan Stanley & Co. Morgan Stanley Investment Management Inc. 2001 Incorporated and Morgan Stanley Investment 1221 Avenue of the Americas 22nd Floor Management Inc.; Secretary of the New York, NY 10020 Institutional Funds and the Retail Funds; formerly practiced law with the New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP.
----- * Each Officer serves an indefinite term, until his or her successor is elected. 16 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the "Plan"), each stockholder will be deemed to have elected, unless American Stock Transfer & Trust Company (the "Plan Agent") is otherwise instructed by the stockholder in writing, to have all distributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares. Dividend and capital gain distributions will be reinvested on the reinvestment date in full and fractional shares. If the market price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants at net asset value. If net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of the market price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at market price. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestment requirements at the discretion of the Board of Directors. Should the Fund declare a dividend or capital gain distribution payable only in cash, the Plan Agent will purchase Fund shares for participants in the open market as agent for the participants. The Plan Agent's fees for the reinvestment of dividends and distributions will be paid by the Fund. However, each participant's account will be charged a pro rata share of brokerage commissions incurred on any open market purchases effected on such participant's behalf. A participant will also pay brokerage commissions incurred on purchases made by voluntary cash payments. Although stockholders in the Plan may receive no cash distributions, participation in the Plan will not relieve participants of any income tax which may be payable on such dividends or distributions. In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the stockholder as representing the total amount registered in the stockholder's name and held for the account of beneficial owners who are participating in the Plan. Stockholders who do not wish to have distributions automatically reinvested should notify the Plan Agent in writing. There is no penalty for non-participation or withdrawal from the Plan, and stockholders who have previously withdrawn from the Plan may rejoin at any time. Requests for additional information or any correspondence concerning the Plan should be directed to the Plan Agent at: Morgan Stanley Emerging Markets Debt Fund, Inc. American Stock Transfer & Trust Company Dividend Reinvestment and Cash Purchase Plan 59 Maiden Lane New York, New York 10030 1-800-278-4353 17 ITEM 2. CODE OF ETHICS. (a) The Fund has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Fund or a third party. (b) No information need be disclosed pursuant to this paragraph. (c) The Fund has not amended its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto. (d) The Fund has not granted a waiver or an implicit waiver from a provision of its Code of Ethics. (e) Not applicable. (f) (1) The Fund Code of Ethics is attached hereto as Exhibit A. (2) Not applicable. (3) Not applicable. For Retail and Institutional Funds ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Fund's Board of Directors has determined that it has two "audit committee financial experts" serving on its audit committee, each of whom are "independent" Directors: Dr. Manuel H. Johnson and Joseph J. Kearns. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a 1 member of the audit committee and Board of Directors in the absence of such designation or identification. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a)(b)(c)(d) and (g). Based on fees billed for the periods shown: 2003
REGISTRANT COVERED ENTITIES(1) AUDIT FEES $ 69,525 N/A NON-AUDIT FEES AUDIT-RELATED FEES $ 0 $ 93,000(2) TAX FEES $ 2,575(3) $ 163,414(4) ALL OTHER FEES $ 0 $ 341,775(5) TOTAL NON-AUDIT FEES $ 2,575 $ 598,189 TOTAL $ 72,100 $ 598,189
2002
REGISTRANT COVERED ENTITIES(1) AUDIT FEES $ 67,500 N/A NON-AUDIT FEES AUDIT-RELATED FEES $ 0 $ 179,000(2) TAX FEES $ 2,500(3) $ 0 ALL OTHER FEES $ 0 $ 595,150(6) TOTAL NON-AUDIT FEES $ 2,500 $ 774,150 TOTAL $ 70,000 $ 774,150
N/A- Not applicable, as not required by Item 4. (1) Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant. (2) Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities' and funds advised by the Adviser or its affiliates, specifically attestation services provided in connection with a SAS 70 Report. (3) Tax Fees represent tax advice and compliance services provided in connection with the review of the Registrant's tax return. (4) Tax Fees represent tax advice services provided to Covered Entities, including research and identification of Passive Foreign Investment Company entities. (5) All Other Fees represent attestation services provided in connection with performance presentation standards. (6) All Other Fees represent attestation services provided in connection with performance presentation standards, general industry education seminars provided, and a regulatory review project performed. (e)(1) The audit committee's pre-approval policies and procedures are as follows: AUDIT COMMITTEE AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY AND PROCEDURES OF THE MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS AS ADOPTED JULY 31, 2003(1) 1. STATEMENT OF PRINCIPLES The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor's independence from the Fund. The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee's administration of the engagement of the independent auditor. The SEC's rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee ("GENERAL PRE-APPROVAL"); or require the specific pre-approval of the Audit Committee or its delegate ("SPECIFIC PRE-APPROVAL"). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee. ---------- (1) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the "POLICY"), adopted as of the date above, supercedes and replaces all prior versions that may have been adopted from time to time. 2 For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC's rules on auditor independence. The Audit Committee will also consider whether the Independent Auditors are best positioned to provide the most effective and efficient services, for reasons such as its familiarity with the Fund's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Fund's ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine for each fiscal year, the appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services for the Fund (including any Audit-related or Tax service fees for Covered Entities that were subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval). The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations. The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee's responsibilities to pre-approve services performed by the Independent Auditors to management. The Fund's Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors' independence. 2. DELEGATION As provided in the Act and the SEC's rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. 3. AUDIT SERVICES 3 The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund's financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will monitor the Audit services engagement as necessary, but no less than on a quarterly basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items. In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings. The Audit Committee has pre-approved the following Audit services. All other Audit services not listed below must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated): - Statutory audits or financial audits for the Fund - Services associated with SEC registration statements (including new funds), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end fund offerings, consents), and assistance in responding to SEC comment letters - Consultations by the Fund's management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies (Note: Under SEC rules, some consultations may be "audit related" services rather than "audit" services) 4. AUDIT-RELATED SERVICES Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund's financial statements and, to the extent they are Covered Services, the Covered Entities or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC's rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as "Audit services"; assistance with understanding and 4 implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-SAR and/or N-CSR. The Audit Committee has pre-approved the following Audit-related services. All other Audit-related services not listed below must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated): - Attest procedures not required by statute or regulation (including agreed upon procedures related to the Closed-End Fund asset coverage tests required by the rating agencies and/or lenders and agreed upon procedures related to fund profitability analysis in connection with 15c management contract renewal process - Services associated with registration statement with Japanese regulatory authorities, including issuance of consent and opinion for Morgan Stanley Asia-Pacific Fund - Due diligence services pertaining to potential fund mergers - Issuance of SAS-70 reports on internal controls of a service provider - Consultations by the Fund's management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be "audit" services rather than "audit-related" services) - Information systems reviews not performed in connection with the audit (e.g., application data center and technical reviews) - General assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act 5. TAX SERVICES The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor's independence, and the SEC has stated that the Independent Auditors may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those Tax services that have historically been provided by the Independent Auditors, that the Audit Committee has reviewed and believes would not impair the independence of the Independent Auditors, and that are consistent with the SEC's rules on auditor independence. The Audit Committee will not permit the retention of the Independent Auditors in connection with a transaction initially recommended by the Independent Auditors, the sole business purpose of which may be tax avoidance and the tax treatment 5 of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with Director of Tax or outside counsel to determine that the tax planning and reporting positions are consistent with this policy. Pursuant to the preceding paragraph, the Audit Committee has pre-approved the following Tax Services. All Tax services involving large and complex transactions not listed below must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated), including tax services proposed to be provided by the Independent Auditors to any executive officer or trustee/director/managing general partner of the Fund, in his or her individual capacity, where such services are paid for by the Fund (generally applicable only to internally managed investment companies): - U.S. federal, state and local tax planning and advice - U.S. federal, state and local tax compliance - International tax planning and advice - International tax compliance - Review/preparation of federal, state, local and international income, franchise, and other tax returns - Identification of Passive Foreign Investment Companies - Preparation of local Indian Tax Returns - Domestic and foreign tax planning, compliance, and advice - Assistance with tax audits and appeals before the IRS and similar state, local and foreign agencies - Tax advice and assistance regarding statutory, regulatory or administrative developments (e.g., excise tax reviews, evaluation of Fund's tax compliance function) - Review the calculations of taxable income from corporate actions including reorganizations related to bankruptcy filings and provide guidance related to the foregoing 6. ALL OTHER SERVICES The Audit Committee believes, based on the SEC's rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC's rules on auditor independence. The Audit Committee has pre-approved the following All Other services. Permissible All Other services not listed below must be specifically pre-approved by the 6 Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated): - Risk management advisory services, e.g., assessment and testing of security infrastructure controls The following is a list of the SEC's prohibited non-audit services. The SEC's rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions: - Bookkeeping or other services related to the accounting records or financial statements of the audit client - Financial information systems design and implementation - Appraisal or valuation services, fairness opinions or contribution-in-kind reports - Actuarial services - Internal audit outsourcing services - Management functions - Human resources - Broker-dealer, investment adviser or investment banking services - Legal services - Expert services unrelated to the audit 7. PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total amount of fees for Audit, Audit-related, and Tax services for the Fund (including any Audit-related or Tax services fees for Covered Entities subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval). 8. PROCEDURES All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund's Chief Financial Officer and must include a detailed description of the services to be rendered. The Fund's Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the Independent Auditors and the 7 Fund's Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence. The Audit Committee has designated the Fund's Chief Financial Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund's Chief Financial Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Fund's Chief Financial Officer and management will immediately report to the chairman of the Audit Committee any breach of this Policy that comes to the attention of the Fund's Chief Financial Officer or any member of management. The Audit Committee will also review the internal auditor's annual internal audit plan to determine that the plan provides for the monitoring of the Independent Auditors' services. 9. ADDITIONAL REQUIREMENTS The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor's independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with Independence Standards Board No. 1, and discussing with the Independent Auditors its methods and procedures for ensuring independence. 10. COVERED ENTITIES Covered Entities include the Fund's investment adviser(s) and any entity controlling, controlled by or under common control with the Fund's investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund's audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include: MORGAN STANLEY RETAIL FUNDS Morgan Stanley Investment Advisors Inc. Morgan Stanley & Co. Incorporated Morgan Stanley DW Inc. Morgan Stanley Investment Management Morgan Stanley Investments LP Van Kampen Asset Management Inc. Morgan Stanley Services Company, Inc. 8 Morgan Stanley Distributors Inc. Morgan Stanley Trust FSB MORGAN STANLEY INSTITUTIONAL FUNDS Morgan Stanley Investment Management Inc. Morgan Stanley Investments LP Morgan Stanley & Co. Incorporated Morgan Stanley Distribution, Inc. Morgan Stanley AIP GP LP Morgan Stanley Alternative Investment Partners LP (e)(2) Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee's pre-approval policies and procedures (attached hereto). (f) Not applicable. (g) See table above. (h) The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors' independence in performing audit services. 9 ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. [RESERVED.] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The Fund and its investment advisor's Proxy Voting Policies and Procedures are as follows: I. POLICY STATEMENT INTRODUCTION - Morgan Stanley Investment Management's ("MSIM") policies and procedures for voting proxies with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary Investment Management services and for which a MSIM entity has the authority to vote their proxies. The policies and procedures and general guidelines in this section will be reviewed and, as necessary, updated periodically to address new or revised proxy voting issues. The MSIM entities covered by these policies and procedures currently include the following: Morgan Stanley Investment Advisors Inc., Morgan Stanley Alternative Investment Partners, L.P., Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Group Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan Stanley Investment Management Private Limited, Morgan Stanley Investments LP, Morgan Stanley Hedge Fund Partners GP LP, Morgan Stanley Hedge Fund Partners LP, Van Kampen Investment Advisory Corp., Van Kampen Asset Management Inc., and Van Kampen Advisors Inc. (each a "MSIM Affiliate" and collectively referred to as the "MSIM Affiliates"). 10 Each MSIM Affiliate will vote proxies as part of its authority to manage, acquire and dispose of account assets. With respect to the MSIM registered management investment companies (Van Kampen, Institutional and Advisor Funds)(collectively referred to as the "MSIM Funds"), each MSIM Fund will vote proxies pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by its Board of Directors or Trustees. A MSIM Affiliate will not vote proxies if the "named fiduciary" for an ERISA account has reserved the authority for itself, or in the case of an account not governed by ERISA, the Investment Management Agreement does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in a prudent and diligent manner, vote proxies in the best interests of clients, including beneficiaries of and participants in a client's benefit plan(s) for which we manage assets, consistent with the objective of maximizing long-term investment returns ("Client Proxy Standard"). In certain situations, a client or its fiduciary may provide a MSIM Affiliate with a statement of proxy voting policy. In these situations, the MSIM Affiliate will comply with the client's policy unless to do so would be inconsistent with applicable laws or regulations or the MSIM Affiliate's fiduciary responsibility. PROXY RESEARCH SERVICES - To assist the MSIM Affiliates in their responsibility for voting proxies and the overall global proxy voting process, Institutional Shareholder Services ("ISS") and the Investor Responsibility Research Center ("IRRC") have been retained as experts in the proxy voting and corporate governance area. ISS and IRRC are independent advisers that specialize in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided to MSIM Affiliates include in-depth research, global issuer analysis, and voting recommendations. In addition to research, ISS provides vote execution, reporting, and recordkeeping. MSIM's Proxy Review Committee (see Section IV.A. below) will carefully monitor and supervise the services provided by the proxy research services. VOTING PROXIES FOR CERTAIN NON-US COMPANIES - While the proxy voting process is well established in the United States and other developed markets with a number of tools and services available to assist an investment manager, voting proxies of non-US companies located in certain jurisdictions, particularly emerging markets, may involve a number of problems that may restrict or prevent a MSIM Affiliate's ability to vote such proxies. These problems include, but are not limited to: (i) proxy statements and ballots being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuer's jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person, (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; and (vi) requirements to provide local agents with power of attorney to facilitate the MSIM Affiliate's voting instructions. As a result, clients' non-U.S. proxies will be voted on a best efforts basis only, consistent with the Client Proxy Standard. ISS has been retained to provide assistance to the MSIM Affiliates in connection with voting their clients' non-US proxies. II. GENERAL PROXY VOTING GUIDELINES 11 To ensure consistency in voting proxies on behalf of its clients, MSIM Affiliates will follow (subject to any exception set forth herein) these Proxy Voting Policies and Procedures, including the guidelines set forth below. These guidelines address a broad range of issues, including board size and composition, executive compensation, anti-takeover proposals, capital structure proposals and social responsibility issues and are meant to be general voting parameters on issues that arise most frequently. The MSIM Affiliates, however, may vote in a manner that is contrary to the following general guidelines, pursuant to the procedures set forth in Section IV. below, provided the vote is consistent with the Client Proxy Standard. III. GUIDELINES A. MANAGEMENT PROPOSALS 1. When voting on routine ballot items the following proposals are generally voted in support of management, subject to the review and approval of the Proxy Review Committee, as appropriate. - Selection or ratification of auditors. - Approval of financial statements, director and auditor reports. - Election of Directors. - Limiting Directors' liability and broadening indemnification of Directors. - Requirement that a certain percentage (up to 66 2/3%) of its Board's members be comprised of independent and unaffiliated Directors. - Requirement that members of the company's compensation, nominating and audit committees be comprised of independent or unaffiliated Directors. - Recommendations to set retirement ages or require specific levels of stock ownership by Directors. - General updating/corrective amendments to the charter. - Elimination of cumulative voting. - Elimination of preemptive rights. - Provisions for confidential voting and independent tabulation of voting results. 12 - Proposals related to the conduct of the annual meeting except those proposals that relate to the "transaction of such other business which may come before the meeting." 2. The following non-routine proposals, which potentially may have a substantive financial or best interest impact on a shareholder, are generally voted in support of management, subject to the review and approval of the Proxy Review Committee, as appropriate. CAPITALIZATION CHANGES - Capitalization changes that eliminate other classes of stock and voting rights. - Proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if: (i) a clear and legitimate business purpose is stated; (ii) the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and (iii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the new authorization will be outstanding. - Proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital. - Proposals for share repurchase plans. - Proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock. - Proposals to effect stock splits. - Proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter. Reverse stock splits that do not adjust proportionately to the authorized share amount will generally be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases. COMPENSATION - Director fees, provided the amounts are not excessive relative to other companies in the country or industry. 13 - Employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad based employee plan, including all non-executive employees. - Establishment of Employee Stock Option Plans and other employee ownership plans. ANTI-TAKEOVER MATTERS - Modify or rescind existing supermajority vote requirements to amend the charters or bylaws. - Adoption of anti-greenmail provisions provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders. 3. The following non-routine proposals, which potentially may have a substantive financial or best interest impact on the shareholder, are generally voted AGAINST (notwithstanding management support), subject to the review and approval of the Proxy Review Committee, as appropriate. - Capitalization changes that add classes of stock which substantially dilute the voting interests of existing shareholders. - Proposals to increase the authorized number of shares of existing classes of stock that carry preemptive rights or supervoting rights. - Creation of "blank check" preferred stock. - Changes in capitalization by 100% or more. - Compensation proposals that allow for discounted stock options that have not been offered to employees in general. - Amendments to bylaws that would require a supermajority shareholder vote to pass or repeal certain provisions. - Proposals to indemnify auditors. 4. The following types of non-routine proposals, which potentially may have a potential financial or best interest impact on an issuer, are voted as determined by the Proxy Review Committee. 14 CORPORATE TRANSACTIONS - Mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) will be examined on a case-by-case basis. In all cases, ISS and IRRC research and analysis will be used along with MSIM Affiliates' research and analysis, based on, among other things, MSIM internal company-specific knowledge. - Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements that benefit management and would be costly to shareholders if triggered. - Shareholders rights plans that allow appropriate offers to shareholders to be blocked by the board or trigger provisions that prevent legitimate offers from proceeding. - Executive/Director stock option plans. Generally, stock option plans should meet the following criteria: (i) Whether the stock option plan is incentive based; (ii) For mature companies, should be no more than 5% of the issued capital at the time of approval; (iii) For growth companies, should be no more than 10% of the issued capital at the time of approval. ANTI-TAKEOVER PROVISIONS - Proposals requiring shareholder ratification of poison pills. - Anti-takeover and related provisions that serve to prevent the majority of shareholders from exercising their rights or effectively deter the appropriate tender offers and other offers. B. SHAREHOLDER PROPOSALS 1. The following shareholder proposals are generally supported, subject to the review and approval of the Proxy Review Committee, as appropriate: - Requiring auditors to attend the annual meeting of shareholders. - Requirement that members of the company's compensation, nominating and audit committees be comprised of independent or unaffiliated Directors. 15 - Requirement that a certain percentage of its Board's members be comprised of independent and unaffiliated Directors. - Confidential voting. - Reduction or elimination of supermajority vote requirements. 2. The following shareholder proposals will be voted as determined by the Proxy Review Committee. - Proposals that limit tenure of directors. - Proposals to limit golden parachutes. - Proposals requiring directors to own large amounts of stock to be eligible for election. - Restoring cumulative voting in the election of directors. - Proposals that request or require disclosure of executive compensation in addition to the disclosure required by the Securities and Exchange Commission ("SEC") regulations. - Proposals that limit retirement benefits or executive compensation. - Requiring shareholder approval for bylaw or charter amendments. - Requiring shareholder approval for shareholder rights plan or poison pill. - Requiring shareholder approval of golden parachutes. - Elimination of certain anti-takeover related provisions. - Prohibit payment of greenmail. 3. The following shareholder proposals are generally not supported, subject to the review and approval of the Committee, as appropriate. - Requirements that the issuer prepare reports that are costly to provide or that would require duplicative efforts or expenditures that are of a non-business nature or would provide no pertinent information from the perspective of institutional shareholders. 16 - Restrictions related to social, political or special interest issues that impact the ability of the company to do business or be competitive and that have a significant financial or best interest impact to the shareholders. - Proposals that require inappropriate endorsements or corporate actions. IV. ADMINISTRATION OF PROXY POLICIES AND PROCEDURES A. PROXY REVIEW COMMITTEE 1. The MSIM Proxy Review Committee ("Committee") is responsible for creating and implementing MSIM's Proxy Voting Policy and Procedures and, in this regard, has expressly adopted them. Following are some of the functions and responsibilities of the Committee. (a) The Committee, which will consist of members designated by MSIM's Chief Investment Officer, is responsible for establishing MSIM's proxy voting policies and guidelines and determining how MSIM will vote proxies on an ongoing basis. (b) The Committee will periodically review and have the authority to amend as necessary MSIM's proxy voting policies and guidelines (as expressed in these Proxy Voting Policy and Procedures) and establish and direct voting positions consistent with the Client Proxy Standard. (c) The Committee will meet at least monthly to (among other matters): (1) address any outstanding issues relating to MSIM's Proxy Voting Policy and Procedures; and (2) generally review proposals at upcoming shareholder meetings of MSIM portfolio companies in accordance with this Policy and Procedures including, as appropriate, the voting results of prior shareholder meetings of the same issuer where a similar proposal was presented to shareholders. The Committee, or its designee, will timely communicate to ISS MSIM's Proxy Voting Policy and Procedures (and any amendments to them and/or any additional guidelines or procedures it may adopt). (d) The Committee will meet on an ad hoc basis to (among other matters): (1) authorize "split voting" (i.e., allowing certain shares of the same issuer that are the subject of the same proxy solicitation and held by one or more MSIM portfolios to be voted differently than other shares) and/or "override voting" (i.e., voting all MSIM portfolio shares in a manner contrary to the Procedures); (2) review and approve upcoming votes, as appropriate, for matters 17 for which specific direction has been provided in Sections I, II, and III above; and (3) determine how to vote matters for which specific direction has not been provided in Sections I, II and III above. Split votes will generally not be approved within a single Global Investor Group team. The Committee may take into account ISS recommendations and the research provided by IRRC as well as any other relevant information they may request or receive. (e) In addition to the procedures discussed above, if the Committee determines that an issue raises a potential material conflict of interest, or gives rise to the appearance of a potential material conflict of interest, the Committee will designate a special committee to review, and recommend a course of action with respect to, the conflict(s) in question ("Special Committee"). The Special Committee may request the assistance of the Law and Compliance Departments and will have sole discretion to cast a vote. In addition to the research provided by ISS and IRRC, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate. (f) The Committee and the Special Committee, or their designee(s), will document in writing all of their decisions and actions, which documentation will be maintained by the Committee and the Special Committee, or their designee(s) for a period of at least 6 years. To the extent these decisions relate to a security held by a MSIM U.S. registered investment company, the Committee and Special Committee, or their designee(s), will report their decisions to each applicable Board of Trustees/Directors of those investment companies at each Board's next regularly Scheduled Board meeting. The report will contain information concerning decisions made by the Committee and Special Committee during the most recently ended calendar quarter immediately preceding the Board meeting. The Committee and Special Committee, or their designee(s), will timely communicate to applicable PMs, the Compliance Departments and, as necessary to ISS, decisions of the Committee and Special Committee so that, among other things, ISS will vote proxies consistent with their decisions. ITEM 8. [RESERVED.] ITEM 9. CONTROLS AND PROCEDURES. 18 (a) The Fund's chief executive officer and chief financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. (b) There were no changes in the Fund's internal control over financial reporting that occurred during the registrant's most recent second fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting. ITEM 10. EXHIBITS. (a) [Attach the Code of Ethics] (b)(1) [Attach the 302 Certification of Chief Executive Officer] (b)(2) [Attach the 302 Certification of Chief Financial Officer] [Note: the 906 Certifications are not exhibits to the Form but are filed with the Form.] 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Morgan Stanley Emerging Markets Debt Fund, Inc. -------------------------------------------------------------------- By: /s/ Ronald E. Robison ----------------------------------------------------------------------------- Name: Ronald E. Robison Title: Principal Executive Officer Date: 2/18/2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Ronald E. Robison ----------------------------------------------------------------------------- Name: Ronald E. Robison Title: Principal Executive Officer Date: 2/18/2004 By: /s/ James W. Garrett ----------------------------------------------------------------------------- Name: James W. Garrett Title: Chief Financial Officer Date: 2/18/2004